Forest Stewardship Council Satutes
FIRST The name of the Association shall be “FOREST STEWARDSHIP COUNCIL” which shall always be followed by the words “Asociación Civil”, or their abbreviation “A.C.”.
SECOND The domicile of the Association shall be the City of Oaxaca, Oaxaca, México. Notwithstanding the foregoing, the Association may establish agencies or branches anywhere within the United Mexican States or abroad, without such acts constituting a change of domicile.
THIRD The Association shall have an indefinite duration.
FOURTH The purpose of the Association
2 To promote the principles and criteria of an adequate management of world’s forests through a voluntary accreditation program.
3 To conduct educational activities aimed to increase the awareness of the importance of improving forest management.
4 To provide guidance and assistance to developers of forest management policies, forest managers, legislators, and to any other person interested in forest management.
5 To provide assistance and to collaborate with all kinds of entities and agencies around the world, public or private, dedicated to care and maintain forests.
6 To promote the development of all kinds of activities addressed to the preservation and maintenance of forests.
7 To establish offices for the research, information, and analysis of forest matters.
8 To build, lease and/or acquire real estate and chattels that could be necessary for the adequate performance of its purpose.
9 To establish management offices.
10 To manage and handle its own resources contributed by its associates towards the achievement of its purposes, and to collect funds to achieve those same objectives, whether directly or through credits obtained by the Association, guaranteed or not, provided that in the latter case, the Association’s interests are adequately protected in accordance with the applicable law and regulations.
11 In general, to carry out all legal actions and subscribe all kinds of documents necessary for the performance of its purposes.
FIFTH In accordance with article 15 of the Foreign Investment Law and with article 31 of the Regulations of the Law to Promote Mexican Investment and Regulate Foreign Investment, and in order to comply with the condition set forth in the permit granted by the Ministry of Foreign Affairs which has been transcribed in this instrument, the Associates agree that any alien who upon the incorporation of the Association, or at any time thereafter, acquires an equity interest or participation in the Association, shall thereby be considered as a Mexican (national of the United Mexican States) as regards such interest or participation, and with respect also to all assets, rights, concessions, participations or interest which may be held by this Association, or the rights and obligations arising from agreements to which this Association may be a party, and it shall be understood that such alien agrees not to invoke the protection of his/her government, under penalty, in case of failure to comply with this agreement, of forfeiting such interest or participation in benefit of the Mexican nation.
SIXTH The Association shall be formed by associates, which shall be those who participated in the incorporation of the Association, and those that could be later admitted as associates by the General Assembly in accordance with the provisions that in this regard are included in the Ninth Clause of these Statutes.
Legal entities admitted as associates
shall designate a representative before the Association, who will be responsible
of the relationship between the Association and such member and who will
also represent such entity at the General Assembly.
SEVENTH The individuals or
legal entities willing to become associates shall deliver a written application
to the Board of Directors, in which they shall explain their reasons for
supporting the Association, as well as their purposes, principles and
criteria which must be consistent with those of the Association.
Such application must be seconded be two associates.
Non for profit entities must include documentation to evidence their nature in accordance with the legal requirements applicable thereto in the country of origin of the respective entity. Should the applicant perform any kind of acts of commerce, additional documentation must be presented to describe their commercial and forestry related activities, if any.
Legal entities must attach to their applications the information which may periodically be determined by the Board of Directors, which may include, but not be limited to, their by-laws, annual reports, any non-confidential financial or accounting information, and a list of its members.
The Association reserves the right
to request any additional information, and to investigate any grievances
filed by associates in connection with the operations and activities of
any applicant. The Board and the General Assembly will not be entitled
to issue any resolution in this regard until all investigations are completed.
Government owned legal entities or
entities with governmental participation will not be admitted as members
of the Association.
EIGHT The General Assembly
will have to comply with the criteria and requirements set forth below
in order to approve any of the applications referred to in the above paragraph:
b) The recommendation regarding any grievance or complaint filed against the applicant in environment related matters;
c) The support of two Associates;
d) Payment of the corresponding membership fees.
NINTH In case the Board of Directors accepts any application filed, it shall publish its resolution in the Association’s Information Bulletin, and allow the members of the Association, for a six month period counted as of the date the resolution is published, the opportunity to challenge before the secretary of the Association any part of such resolution. The challenges must be submitted in writing and must be supported by two associates. If no objection or challenge is received during such term, the applicant will become an associate on provisional basis, until the General Assembly ratifies the acceptance resolution. Should a challenge be filed against the Board of Directors resolution, the definitive resolution in this regard will be adopted by majority vote of the General Assembly.
TENTH Associates shall have
the following rights and obligations:
2 To vote and be elected to hold
any of the offices of the Association referred to in these Statutes.
3 To submit initiatives related to the Association’s organizational works and activities, as well as those related to the achievement of its missions and purposes.
4 To pay ordinary and extraordinary dues set forth by the General Assembly. The payment of the dues must be done the first day of the corresponding year.
5 To assist the Executive Director and the Commissions formed by resolution of the General Assembly to achieve the purpose of the Association.
6 To annually present a report of its activities and any accounting or financial information available before the Executive Director of the Association.
7 In case of associates admitted in terms of Clause Nine of these Statutes, to publish a copy of its admission letter in a daily newspaper of large circulation in the domicile of the Association, in order to make of public knowledge the purpose and objectives of the Association, and in case it is considered convenient by the associate, to publish that same letter in a daily newspaper of its domicile.
ELEVENTH The Board of Directors will establish the annual fees payable by the members on gradual basis based upon the operation expenses of each associate. The fees must cover the membership service expenses of the Association. The Board of Directors shall review and update the membership registration fees and in writing inform the associates of its resolution. The fees for the new members will be established prorata.
TWELFTH The status of associate shall not be assignable.
THIRTEENTH The associates will
be subject to a destitution process in any of the following cases:
2 Due to the issuance by the General Assembly of a destitution resolution, provided sufficient reasons to justify such destitution are considered. The following shall be considered as destitution causes: (i) to participate in activities contrary to the interests of the Association, (ii) that the associate no longer meets the requirements needed to be an associate, or (iii) that payment of the annual dues is not timely made.
The voting rights of an associate shall be suspended when their annual contributions are not timely paid, and until such contribution is paid.
3 Due to the death of an associate, when the associate is an individual. In such event, the capacity of associate may not be assigned to another individual, not even by will or in any other form. All the contributions made during the lifetime of the associate will be considered as part of the patrimony of the Association
In the case referred to in paragraph 2 hereof, as per the request of the Board of Directors, the Executive Director will request the respective associate to file an statement within a term of 4 (four) months counted as of the date the destitution notice is mailed, to provide the Board of Directors with reasons not to confirm the destitution process. Once the Board of Directors has examined the statement, it shall inform the associate of the suggestions that would be made to the General Assembly to destitute or not such associate. If within a term of two months, counted as of the date such associate is informed of the suggestion, the associate does not file an objection thereto, the Executive Director, as per the request of the Board of Directors, will send all the relevant information to the General Assembly, for a final decision to be adopted.
FOURTEENTH The General Assembly is the supreme authority of the Association. This body may hold ordinary or extraordinary meetings. The General Ordinary Meetings shall be held, at least, once every three years. The meetings, whether Ordinary or Extraordinary, shall be called upon by the Board of Directors. The notices for the meeting shall provide whether the respective meeting will be ordinary or extraordinary. A group of associates representing at least 5% (five per cent) of the total membership, will be entitled to issue a call for a General Assembly.
FIFTENTH Ordinary meetings
of Associates shall be those called to deal with the following matters:
2 To review and in its case, approve the financial statements of the Association; to approve the annual budget destined to cover the expenses of Associates with financial problems attending the General Assembly; to approve the manner in which the above mentioned budget was spent by the Board of Directors during the previous year and all matters regarding the assets of the Association.
3 To appoint the members of the Board of Directors as provided in Chapter Four of these Statutes.
4 Any amendments to these Statutes.
5 The admittance or exclusion of associates.
6 Any other matter which are not expressly reserved to a General Extraordinary Assembly
SIXTEENTH Extraordinary meetings of Associates shall resolve exclusively on any of the following matters:
(ii) Dissolution of the Association prior to the duration stipulated in the Statutes;
(iii) Extension of the duration stipulated in these Statutes.
SEVENTEENTH The meetings of associates shall be held in accordance with the following provisions:
b) The notice for any meeting shall be sent to every associate, either by telefax or mail, at least 15 (fifteen) days prior to the date of the respective meeting, to the latest address that such associate registered before the Executive Director of the Association
c) The Meetings shall be presided by the Chairman of the Board of Directors of the Association, or by the person appointed to such effect by the majority of the associates attending the Assembly.
d) The Chairman of the Meeting shall appoint one or more recount clerks to verify the existence of the quorum required to legally hold the Meeting as set forth under paragraph e) below.
e) For a quorum to exist at any ordinary or extraordinary meeting a quorum of at least 66.6% of the members of each of the chambers referred to in the By-laws of the Association shall be required. In order to validly adopt resolutions at any ordinary or extraordinary Meeting, the affirmative vote of 66% of the voting power shall be required, in the understanding that the By-laws of the Association will provide for the manner in which such voting power will be calculated.
f) In case the above mentioned quorum is not met at any legally convened ordinary or extraordinary meeting, all matters included in the agenda for such meeting should resolved in a second ballot within a two months term. The following matters must always be voted in a legally convened assembly: I. Definitive admission and rejection of associates; II. Dissolution of the Association prior to the duration stipulated in the By-laws and Statutes and extension of the duration of the Association; III. Definitive appointment of the directors or members of the board of directors, when not appointed during the incorporation ceremony; IV. revocation of appointments. For approval of resolutions by means of a second ballot, the affirmative vote of at least 66.6% of the voting power of the assembly will be required, without the need for quorum, in the understanding that the By-laws of the Association will provide for the manner in which such voting power will be calculated.
g) Associates may be represented at any General Assembly by any person, designated in writing before two witnesses.
h) In case any associate may not attend a General Assembly due to economical or financial problems, the associate will be entitled to request financial support from the Executive Director. The Executive Director shall destine the budget authorized by the General Assembly for purposes of financial support, to provide such associate with the necessary funds.
I) Notwithstanding the foregoing, written consent resolutions may be adopted by the associates without holding a General Assembly. Such resolutions shall have the same validity as if approved during a General Assembly. The Executive Director shall gather the documents evidencing the vote of all associates and will determined if such resolutions are validly adopted by the associates of the Association in accordance with these Statutes and the By-laws of the Association. The By-laws of the Association will set forth the circumstances under which officers of the Association will be entitled to request the associates to vote on certain matter by postal ballot. The By-laws of the Association will provide for the quorum necessary to validly adopt resolutions by written consent.
MANAGEMENT OF THE ASSOCIATION
EIGHTEENTH The Association shall be managed by a Board of Directors composed of 9 members appointed by the General Assembly. The members of the Board of Directors may be individual associates or delegates duly appointed by the associates. Members of the Board of Directors may not be substituted in their capacity, except in case such substitution is approved by the General Assembly.
Two board members shall represent the economic interests, the other seven members shall represent social and environmental entities. The General Assembly will be entitled to amend, every three years counted as of the appointment date, the proportions of Board of Directors members representing northern and southern members of the social and environmental entities.
NINETEENTH. The members of the Board of Directors shall be elected for a three-year term from the date of their respective appointment. Notwithstanding the above, three members of the Board shall be appointed every year in order to substitute the members of the Board ending their office. The members of the Board of Directors may be removed at any time by the General Assembly, and in such case the General Assembly shall appoint their successors to complete the term of those removed.
Members of the Board of Directors which represent legal entities that are associates of the Association may not be replaced or substituted by a third person. In case any member of the Board of Directors ceases to be part of any associate and becomes a member of a different legal entity member of the Association, such member may continue as a member of the Board of Directors of the Association if both associates agree to such circumstance in writing.
Any member of the Board of Directors
may be removed from his/her position by the General Assembly as provided
b) The Chairman of the Board shall notify in writing to the member of the Board engaged in activities contrary to the interests of the Association of such event.
c) If within a term of 30 days the member of the Board does not file before the Board of Directors the documents evidencing that he/she has modified his/her conduct.
d) That the exclusion resolution is approved by seventy five percent of the associates present at the corresponding General Assembly.
The members of the Board of Directors shall continue in office until their successors have been appointed and have taken office. The members of the Board of Directors may not be re-elected for consecutive three-year periods.
TWENTIETH The Board of Directors may meet at any place either within the United Mexican States or abroad, designated in the notice for the meeting. The living and travel expenses of Directors in connection with the meeting shall be borne by the Association. The Board of Directors may meet as frequently as deemed necessary or convenient by its Chairman or a majority of its acting members. Written notice of any such meeting shall be sent to all Board members at least fifteen days prior to the meeting, by telegram, confirmed by prepaid certified mail (airmail in case the recipient LIVING abroad or ordinary mail in case the recipient lives within the United Mexican States), to the latest address registered with the secretary of the Association by each recipient.
The notice shall contain the hour, date, place and agenda for the meeting. Any meeting of the Board of Directors shall be valid, however called, if all those entitled to be at the meeting are present.
TWENTY FIRST A quorum shall exist at any meeting of the Board if at least seven of its members are present. Resolutions of the Board of Directors shall be validly adopted by the affirmative vote of at least six of the acting members of the Board present at the meeting. The Chairman of the Board of Directors or his alternate shall not be entitled to cast an additional tie-breaking vote. Minutes of all meetings of the Board of Directors shall be prepared and transcribed in the corresponding minutes book, signed by at least the chairman and secretary of the meeting. Spanish and English versions of such minutes shall be prepared and distributed among all the members of the Board of Directors.
TWENTY SECOND The Board of
Directors shall have the broadest legal authority granted to attorneys-in-fact
to enter into all agreements, to carry out all acts and operations which
by law or by these charter and statutes are not expressly reserved to
a General Assembly, to manage and direct the affairs of the Association,
to prepare and submit for the approval of the General Assembly the annual
budget destined to cover expenses derived from assistance to a General
Assembly of Associates with economic or financial problems, to administer
the approved budget, prepare drafts of the by-laws of the Association
for its consideration by the General Assembly, to carry out the purpose
of the Association and to represent the Association before any judicial
(criminal or civil), commercial, labor or administrative authorities,
whether federal, state or municipal, with broad authority for lawsuits
and collections, acts of administration and acts of domain, as provided
in the first three paragraphs of article two thousand five hundred fifty
four of the Civil Code for the Federal District and the corresponding
articles of the Civil Codes of the States, and with those powers which,
according to law, must be expressly set forth and referred to in articles
two thousand five hundred seventy four, two thousand five hundred eighty
two and two thousand five hundred ninety three of the Civil Code for the
Federal District and the corresponding articles of the Civil Codes of
the States; and in article nine of the General Law of Negotiable Instruments
and Credit Operations, including but without any limitation whatsoever,
No member of the Board of Directors may, individually or separately, exercise any of the foregoing powers, except as expressly authorized by the Board of Directors or a General Assembly.
The Board of Directors will also be responsible for the surveillance of the performance of the Executive Director, in order to guarantee that his/her performance always be in accordance with these statutes, the by-laws of the Association and Section Twenty Seven of these statutes.
TWENTY THIRD The following are duties of the Chairman of the Board of Directors of the Association: to preside over the General Assemblies of the Association and the meetings of the Board, to submit for the consideration of the General Assembly an annual financial statement of the Association, to present to the General Assembly a provisional budget destined to cover the expenses of Associates with financial problems attending the General Assembly exercisable during the following year, as well as to inform about how such budget was spent during the previous year, and to represent the Board of Directors before the General Assembly and the Association before third parties when so determined by the General Assembly.
TWENTY FOURTH The following are duties of the Vice-chairman of the Board of Directors: to assist the Chairman during the meetings of the Board of Directors, and in any other task, as requested by the Chairman of the Board, related with the preparation of the meetings of the Board or with actions destined to implement resolutions approved by the Board.
TWENTY FIFTH The following are duties of the Treasurer: to review the Association’s accounting books, including but not limited to, all bank accounts, accounts receivable and payable, and to supervise the preparation and filing of all financial reports of the Association which are to be submitted to the General Assembly.
TWENTY SIXTH The Chairman, Vice-Chairman and Treasurer of the Board shall be designated during the first annual meeting of the Board, in accordance with the voting requirements set forth in Section Twenty First of these Statutes.
The Board of Directors may also designate
a Secretary who need not to be a Board member.
The Board of Directors or in its case, the General Assembly, at its sole discretion, may designate an Executive Director and/or one or more officers who shall enjoy the powers conferred upon them in their appointment. The Board of Directors may remove any person appointed as provided herein.
TWENTY SEVENTH The day-to-day management of the Association shall be conferred upon an Executive Director appointed by the Board of Directors and who shall not be member of the Board.
TWENTY EIGHTH The Executive Director shall continue in office for the term determined by the Board of Directors. The Executive Directors may be re-elected provided such re-election is ratified by the Board of Directors.
TWENTY NINTH The Executive
Director, under the surveillance and approval of the Board, shall have
the following faculties and duties:
2 To perform any act necessary to execute the resolutions adopted by the Board regarding the appointment of managers, advisors, officers and executive or administrative personnel; as well as to grant the powers of attorney considered necessary by the Board for the adequate performance of their duties, and to determine their respective considerations.
3 To execute the resolutions approved by the Board regarding the use and management of the economic resources of the Association, in accordance with its corporate purpose and internal regulations.
4 The Executive Director may represent the Association before any kind of authorities or third parties. For such purposes, the Executive Director shall have the powers for lawsuits and collections and acts of administration in accordance with the first two paragraphs of article two thousand five hundred and fifty four of the Civil Code for the Federal District and the corresponding articles of the Civil Codes for the States, including the special powers which according to law must be expressly set forth, which are referred to in article two thousand five hundred and eighty seven of the Civil Code for the Federal District and the corresponding articles of the Civil Codes for the States, as well as to subscribe negotiable instruments pursuant to article nine of the General Law of Negotiable Instruments. The Executive Director may grant total or partial substitutions of the powers granted to him as provided herein and may revoke any substitutions so granted, provided the prior approval of the Board shall be obtained.
In order for the Executive Director to exercise the power to subscribe negotiable instruments, the prior written authorization from the Chairman, Vice-Chairman and Treasurer of the Board would be required.
5 The Executive Director will submit for the approval of the Board within the first four months of each year, the accounts duly audited by an external auditor appointed by the Board of Directors, together with a report about the activities of the Association in the previous year.
6 The Executive Director shall submit to the approval of the Board an annual budget and workplan based upon his/her economic and financial estimates and will keep the Board informed of unforeseen expenses and significant deviations from such budgets.
7 The performance of the Executive Director shall be revised from time to time, but at least once every year, by the Board of Directors.
DISPUTE AND ACCREDITATION APPEALS COMMITTEE
THIRTIETH The Board shall establish a Dispute and Accreditation Appeals Committee to (i) deal with disputes and grievances from associates and (ii) review accreditation decisions.
THIRTY FIRST The Committee shall be appointed by the Board and shall be made up of six representatives, provided such committee shall be formed by three members from the Northern sub-chamber and three from the Southern sub-chamber from each of the Social Chamber, Environmental Chamber and Economic Chamber, provided further, that at least one of the members of the Committee shall be from: North America, South America and the Caribbean, Europe, Australia and Oceania, Asia and Africa.
THIRTY SECOND The Committee shall resolve all the grievances submitted for its consideration, including those related with the performance of the Executive Director and/or Executive Committee. Such grievances shall be submitted in writing to the Committee within the forty-five days following the date on which the event that caused such grievance occurred. Any grievance filed by an associate to the Committee shall be seconded by any two other members of the Association.
THIRTY THIRD The Dispute and Accreditation Appeals Committee shall submit for the consideration of the Board of Directors, all the grievances filed by the associates. Within a term of forty days the Board shall prepare a draft of resolution to each grievance. Such draft shall be submitted for the approval of the Dispute and Accreditation Appeals Committee. If the above mentioned resolution is approved by the Dispute and Accreditation Appeals Committee, the Committee shall inform of its resolution to the plaintiff. In case the Committee is not satisfied with the solution proposed by the Board, the Dispute and Accreditation Appeals Committee shall propose an alternative solution as soon as possible.
If the plaintiff is not satisfied with the solution proposed by the Dispute and Accreditation Appeals Committee, the matter will be referred to the General Assembly for its resolution.
THIRTY FOURTH A quorum shall
exist at any meeting of the Dispute and Accreditation Appeals Committee
only if all of its members are present. Resolutions of the Dispute
and Accreditation Appeals Committee shall be validly adopted by the affirmative
vote of at least six of the acting members of the Dispute and Accreditation
Appeals Committee present at the meeting. The Dispute and Accreditation
Appeals Committee shall issue its final decision within a term of two
months after the Committee received the grievance.
DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION
THIRTY FIFTH The General Extraordinary Assembly may approve the dissolution of the Association prior the term set forth in Section Third above has elapsed. Upon dissolution, all the assets of the Association shall be distributed as provided in article two thousand six hundred eighty six of the Civil Code for the Federal District and the corresponding articles of the Civil Codes for the States.
THIRTY SIXTH The General Extraordinary
Assembly approving the liquidation of the Association shall also appoint
a liquidator who shall carry out the liquidation of all the liabilities
of the Association. The corresponding General Extraordinary Assembly
of Associates shall also grant to the liquidator all the necessary powers
to perform his duties. The liquidator shall carry out the liquidation
of the Association in accordance with the regulations approved by the
General Extraordinary Assembly of Associates. The liquidator shall
return to each of the associates all the fees paid by them to the Association.
The liquidator will also donate all the remaining assets of the Association
to the association or corporation determined by the General Assembly,
provided the corporate purpose of such association or corporation must
be similar to the corporate purpose of this Association.
FIRST TRANSITORY The amended Section Thirty First of these Statutes as approved by the General Associates Assembly held on June 27 and 28, 1996, shall be effective upon fulfillment of the following condition precedent: that the Association have at least (i) 15 members corresponding to the Northern perspectives representing social interests of the Social/Environmental Chamber, (ii) 15 members corresponding to the Southern perspectives representing social interests of the Social/Environmental Chamber, (iii) 15 members corresponding to the Northern perspectives representing environmental interests of the Social/Environmental Chamber and (iv) 15 members corresponding to the Southern perspectives representing environmental interests of the Social/Environmental Chamber. Once the above mentioned condition precedent is complied with, the Executive Director of the Association shall issue a certification stating such event. Upon the issuance of such certification by the Executive Director, the Social/Environmental Chamber shall be divided into two different Chambers: the Social Chamber and the Environmental Chamber, provided that both chambers shall be divided into Northern and Southern sub-chambers respectively.
As long as the condition precedent above mentioned is not fulfilled, the effective text of Section Thirty First of these Statutes is the following:
THIRTY FIRST The Committee
shall be appointed by the Board and shall be made up of six representatives,
provided such committee shall be formed by one member from the Northern
sub-chamber and one from the Southern sub-chamber of the Economic Chamber.
Likewise, two members shall be from the Northern sub-chamber and two members
from the Southern sub-chamber from each of the Social/Environmental Chamber,
provided further, that at least one of the members of the Committee shall
be from: North America, South America and the Caribbean, Europe, Australia
and Oceania, Asia and
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