CORPORATION BYLAWS
NON-PROFIT ENTITY
CHAPTER I
NAME, NATURE, ADDRESS AND DURATION
ARTICLE 1- NAME.- The name of the CORPORATION that is constituted is CORPORACIÓN _CIENTÍFICA INTERNACIONAL DE DACTILOSCOPIA, and may use the acronym _CCIDD____, it is an institution of common utility and non-profit.
ARTICLE 2- NATURE.- THE INTERNATIONAL_SCIENTIFIC CORPORATION OF DACTILOSCOPIA, whose acronym is _CCIDD, It is a legal person under private law, one of those regulated, as pertinent, by articles 633 to 652 of the Colombian Civil Code, Decree 2150 of 1995 and other concordant regulations.
ARTICLE 3- ADDRESS.- The main address of CORPORACIÓN _CIENTÍFICA INTERNACIONAL DE DACTILOSCOPIA… Republic of Colombia; but it may, by determination of the General Assembly, establish chapters and board of directors and carry out activities in other cities of the country and abroad.
ARTICLE 4- DURATION.- THE CORPORATION will have a duration of _ TWENTY (20) YEARS, but it may be dissolved in advance for the causes contemplated by law and these bylaws.
CHAPTER II
CORPORATE PURPOSE AND DEVELOPING
ARTICLE 5.- CORPORATE PURPOSE.- The CORPORATION will carry out activities to update and unify scientific and academic criteria for its associates, related to human identification through the forensic science of Fingerprint.
To achieve this, it is proposed:
1) Scientific dissemination of Fingerprints.
2) Virtual training by
3) Dissemination of Publications on the Internet.
4) Unification of criteria.
5) Standardization of procedures.
6) Preparation of protocols
7) Conformation of Vocabularies
8) Implementation of a single scientific language.
ARTICLE 6. DEVELOPMENT OF THE CORPORATE PURPOSE - For the development of the proposed object, the CORPORATION may:
Carry out debates and surveys to the associates.
Carry out, directly or indirectly, for their own account or for others, alone or through consortia, temporary unions or strategic alliances with non-governmental organizations or Civil society organizations or public or private entities, national or foreign, all those activities aimed at: Projecting, executing, managing, coordinating, controlling or evaluating plans, programs or projects, aimed at seeking the updating of the associates and that of the individuals.
Develop and support research on issues related, directly or indirectly, with the main objective of THE CORPORATION,
Develop dissemination programs at a scientific level, of CORPORATIONS of a social nature and forensic or any other entity, on the matters contemplated in the corporate objective of THE CORPORATION.
Design and develop financing and co-financing mechanisms, investments at the national level, necessary for the financing and support of the CORPORATION, its activities and projects, using in both cases the cooperation systems, administration resource delegate, or any other means.
Join, merge, participate in temporary unions, consortiums and draw up agreements with other natural or legal persons that develop the same or similar object and in general carry out all the procedures or operations aimed at guaranteeing financial stability and the development of their activities and programs.
Endorse scientific research, protocols, procedures and programs that have a direct relationship with the corporate purpose of THE CORPORATION, to increase the capacities, skills and knowledge of the community, promoting democracy, peaceful coexistence and citizen and community participation.
Carry out other activities and economic operations, related from or directly to the corporate purpose, for the development of the same, the well-being of the associates and the acquisition of property, personal and real estate of THE CORPORATION.
Have the support of all its members, to make final decisions directly related to the corporate purpose of THE CORPORATION
Carry out all kinds of events, in the country or abroad, that contribute to the fulfillment of this corporate purpose.
Support, sponsor and / or facilitate the execution of ideas presented by individuals or groups, whose purposes and objectives are consistent with those of the CORPORATION.
Any other activity that has a direct relationship with the corporate purpose of THE CORPORATION and that serves for its strengthening and projection.
CHAPTER III
HERITAGE
ARTICLE 7. CONFORMATION. The CORPORATION's assets are made up of:
The economic contributions, donations and fees of its members.
Donations, contributions, grants or bequests allowed by natural or legal persons, national or foreign, and that the CORPORATION accepts.
The aid you receive from public or private, national and foreign entities.
The products, benefits or returns of its own goods, services, investments or activities.
All other assets that for any other concept or valid title enter the CORPORATION.
PARAGRAPH I.- AMOUNT.- The initial assets of THE CORPORATION _ INTERNATIONAL SCIENTIFIC DACTILOSCOPY , and may use the acronym ___CCIDD__, it is from… .provided by the managing partners.
PARAGRAPH II.- The General Assembly will indicate, when necessary, the amount of contributions that the members must make and the Board of Directors will regulate differences and their form of payment.
PARAGRAPH III.- The resources referred to in numeral 2 will enter the common patrimony of THE CORPORATION, except when by will of the contributor or donor they have a specific destination.
PARAGRAPH IV.- Aids, subsidies, donations or bequests, conditional or modal, cannot be accepted when the condition or the mode contravenes the principles that inspire the object of THE CORPORATION.
ARTICLE 8. DESTINATION OF THE HERITAGE. The assets of THE CORPORATION It will be used solely and exclusively for the fulfillment of its object, except for the formation of legal reserves.
CHAPTER IV
ASSOCIATES, RIGHTS, DUTIES AND PROHIBITIONS
ARTICLE 9. CLASSES.- Associates of THE CORPORATION are of three (3) classes: managers or founders, adherents and fees.
Ø Managing Associates or Founders of THE CORPORATION are the people who devised, promoted, convened, generated the creation of the CORPORATION and made the first contributions to its formation.
Or are adherents, natural and legal persons who, after the signing of the articles of incorporation, are admitted as such in accordance with these statutes and corresponding regulations and cancel the contribution that the Board of Directors establishes for this purpose based on the framework statute that approves The general assembly.
Ø They are associates or honorary members of THE CORPORATION natural and legal persons who, due to their activities or scientific and / or economic contributions, contribute significantly to the fulfillment of the corporate purpose of the institution. His exaltation will be made in compliance with the regulations issued by the Board of Directors in this regard.
ARTICLE 10. RIGHTS. They are rights of associates in general:
Be beneficiaries of the training programs that the CORPORATION offers.
Access and participate with priority, in the different plans and programs of THE CORPORATION.
Access as privileged beneficiaries, to the different services offered by the CORPORATION.
Participate in the projects and programs of THE CORPORATION, be informed of them and the events they decide on.
The managing and honorary members that are admitted under the regulations of the CORPORATION, they participate with voice and vote in the sessions of the Assembly; the adherents have a voice, but neither vote nor the right to be elected to the management bodies.
Inspect and control the administration and management of THE CORPORATION personally or through a proxy. This right will be exercised at any time and regulated by the General Assembly.
Present scientific and academic proposals and research projects to the CORPORATION and request all kinds of consultations in a respectful manner with a timely and adequate response.
Apply for membership in scientific committees, management bodies, administration And control.
Responsible use of communication channels and common services.
To maintain individually and collectively a proactive attitude that cares for the welfare of the Affiliates and associates of the CORPORATION.
PARAGRAPH: Any complaint, observation, complaint or request, in order to be considered by the authorities of the CORPORATION, must be presented to the Assembly, the Board of Directors, the Executive Director in a direct and motivated manner. In writing and signed by the interested party, the same treatment will be given to proposals made with the aim of caring for and continuously improving the activities of the CORPORATION with its affiliates.
ARTICLE 11- DUTIES OF THE ASSOCIATES. They will be those contained in the declaration of principles of THE CORPORATION consigned in the articles of incorporation and those that are derived from general decisions, adopted by the Board of Directors and especially:
Comply with these statutes and with the resolutions, regulations, and institutional policies issued by the governing and control bodies.
Accept the unification of criteria, standardize procedures and speak a single scientific language, with the terminology endorsed by the board of directors.
Respond to all institutional and informational and academic emails that are sent to you.
Accept and abide by the decisions that are expressly and tacitly imposed when forming part of the CORPORATION.
Assume the functions and responsibilities assigned by THE CORPORATION
Attend the events and symposia of the General Assembly of an academic nature and the activities to which they are summoned and / or elected.
Contribute with the contributions that are decided and / or approved by the board of directors.
Exercise your rights with responsible, civic, peaceful and functional criteria, within the framework of relationships of coexistence and respect for human dignity.
Keep confidentiality in all those cases submitted to your knowledge and intervention, within the functions that correspond to the interior of LA CORPORATION.
PARAGRAPH I: In case of non-attendance, the adherent member must communicate it verbally or in writing to the Board of Directors or the body that has called the meeting, within a period not exceeding five (5) business days, explaining the reason for their absence. .
PARAGRAPH II: When the obligations of these statutes are breached, the sanctions of the following articles will apply.
ARTICLE 12. PROHIBITIONS. The associates of THE CORPORATION are prohibited from:
1) Intervene in matters that compromise the autonomy of THE CORPORATION or its affiliates, your good name or prestige, or that of is.
2) Participate on behalf of the CORPORATION or in its spaces, in partisan, clientelist or proselytizing activities and in general, intervene in practices contrary to the principles and objectives of THE CORPORATION.
3) Discriminate against any member of the CORPORATION for political, religious, sex, race, nationality, geographical origin, particular Institution, military or civil, social class or for job separation or academic level.
4) Use the name, logo or act on behalf of THE CORPORATION without the prior authorization of the board of directors, for personal or private benefit in contravention of the statutory or regulatory provisions.
5) Prevent the attendance or intervention of active members in assemblies, council meetings, board, committees or alter their normal development.
6) Altering or distorting the scientific content of the communications, contrary to the thinking of the board of directors and the social principle of the CORPORATION.
PARAGRAPH: The behaviors indicated in this article imply for the Associates obligations not to do. These behaviors are considered serious offenses and they originate the pertinent sanctions, for contravening the responsible exercise of the rights of the Associates, for affecting the good progress by contravening the principles and norms of the CORPORATION:
ARTICLE. 13.- SANCTIONS. THE CORPORATION may impose the following sanctions on its associates, upon written request for discharges and the term to present them:
Ø Warnings. They will be imposed by the Board of Directors.
Ø Temporary suspension of the quality of associate.- The Board of Directors may temporarily suspend any member in the exercise of their rights, for any of the following reasons:
v Delay in the payment of contributions or fees, in the manner established by the General Assembly or the Board of Directors, as the case may be.
v Non-compliance with minor matters of their duties, when the previous calls for attention have not been answered.
v Configuration of any of the causes of loss of the quality of Associate, while the board of directors decides it.
Ø Expulsion: It will be imposed by the Board of Directors, for any of the following reasons:
v Violate in serious or slight but repeated matters, the statutes of THE CORPORATION, the declaration of principles or the provisions of the Board of Directors.
v Incur in some of the causes determined in the ethical and moral manual of THE CORPORATION.
v Accumulation of three temporary suspensions.
v Communicatively isolate yourself with the CORPORATION and do not answer more than three calls.
Ø Other sanctions.- The Board of Directors may also impose other sanctions that it deems pertinent.
PARAGRAPH: The Board of Directors will decide regarding the disciplinary offenses of the associates.
ARTICLE 14. WITHDRAWAL OF ASSOCIATES.- Voluntary withdrawal for associates is authorized by the Board of Directors, upon written request from the interested party.
At the time of request for voluntary withdrawal, when there are pending accounts with the CORPORATION, this may be conditioned to the payment of the debt, in accordance with the provisions of the internal regulations.
ARTICLE 15- EXPULSION OF ASSOCIATES.- The expulsion of associates will be applied by the Board of Directors by a vote of two thirds (2/3) of its members.
PARAGRAPH: Expulsion can only be carried out after verification of the irregularities committed by the person involved to the detriment of the stability and prestige of the institution, subject to due process, observing the principles of the right to defense, double instance, publicity and contradiction, legality. of the test, respect for human dignity, etc.
CHAPTER V
ADMINISTRATION AND DIRECTION
ARTICLE 16. ADMINISTRATIVE BODIES.- THE CORPORATION will have the following management, governance and control bodies:
Ø Administrative and Financial Management.
Ø Board of Directors
Ø Executive Director (Legal Representative)
ADMINISTRATIVE AND FINANCIAL MANAGEMENT
ARTICLE 17- ADMINISTRATIVE AND FINANCIAL MANAGEMENT.- This is the highest deliberative and decision-making authority. It will be made up of the Managers and Shareholders members who are in exercise of their rights.
ARTICLE 18- FUNCTIONS.- The functions of the Administrative and Financial Directorate are:
Approve your own regulation.
Exercise the supreme direction of THE CORPORATION and ensure compliance with its corporate purpose, interpret the statutes, set the general orientation and policy of its activities.
Amend the bylaws in accordance with the provisions of these bylaws with a majority vote of the attendees.
Approve the plans and programs to be developed by THE CORPORATION, proposed for the fulfillment of its corporate purpose by the Board of Directors, the associates and the Executive Director.
Elect and remove freely and assign remuneration to the members of the Board of Directors for the universal system of electoral quotients and residues.
Study, approve or disapprove, definitively, the financial statements and management reports presented for its consideration by the Board of Directors.
Issue regulations and statutory provisions necessary for the proper functioning of THE CORPORATION, in the terms of these statutes.
Decree the dissolution and liquidation of THE CORPORATION, applying the majority of votes that represents 80% of the votes in attendance.
Choose the liquidator or liquidators and indicate the entity or entities that will receive the remainder resulting from the liquidation.
Indicate, if it deems it appropriate, the extraordinary contributions that the members must make and establish sanctions different from those provided for in these statutes, without the same implying statutory reform.
Order the corresponding administrative and judicial actions against managers, administrators and recognize, encourage and reward the actions of administrators worthy of recognition.
Regulate the exercise of the right of inspection by the associates.
Regulate the participation of associates in the planning activities of THE CORPORATION.
Provide members with monitoring and control mechanisms over the monies collected for membership fees.
To promote the welfare of the associates.
The others that correspond by nature, as the highest body of THE CORPORATION and that have not been assigned by the statutes to another body.
ARTICLE 19- MEETINGS.- The Administrative and Financial Directorate will meet once a month and extraordinarily when called. The meetings will have as purpose the control and supervision of the Administrative Board.
BOARD OF DIRECTORS
ARTICLE 20- NATURE.- The Board of Directors is made up of the Administrative and Financial Directorate, it is a permanent governing body, made up of THREE (3) managing members.
ARTICLE 21. FUNCTIONS.- The following are functions of the Board of Directors:
Issue its own regulations, that of admission of associates, that of disciplinary processes in the first instance and that of sanctions.
Elect or remove its members freely.
Freely elect and remove the Executive Director.
Submit financial and management reports on the general state of the CORPORATION to the Administrative and Financial Directorate, for each calendar year.
Previously approve the financial statements and management reports and the annual budget of THE CORPORATION, presented by the Executive Director for the consideration and approval of the Administrative and Financial Directorate.
Comply with and enforce the statutes and execute the decisions of the Administrative and Financial Directorate.
Impose on the associates, upon written request for discharges, the corresponding sanctions, according to what is described in article 13 of the statutes.
Approve the plans and programs to be developed by the institution proposed by the Executive Director, in accordance with the decisions issued by the Administrative and Financial Directorate.
Guide and permanently evaluate the activity of the Executive Director.
Continuously keep the associates informed of the activities carried out by THE CORPORATION.
Assign the awards and decorations created by the board of directors and recommend on the admission or exclusion of associates.
Propose to the Administrative and Financial Directorate the appointment of honorary members or the exclusion of associates for the reasons indicated in these statutes and support such proposals.
Create the required administrative positions, assign their responsibilities, and their remuneration if necessary, modify or reorganize the administrative structure for the proper functioning of the institution.
Authorize the Executive Director to celebrate and execute the acts and contracts referred to in the statutes.
Accept or reject donations or bequests.
Propose the Administrative and Financial Directorate the amount of the ordinary and extraordinary fees and their form of payment by the associates.
Authorize the participation of the CORPORATION in other legal entities in accordance with the provisions of these statutes.
Study, approve or disapprove the annual budget of income, investments and expenses and authorize the expenses not contemplated in the budget, defining the source of its financing.
ARTICLE 22. MEETINGS.- The Board of Directors shall ordinarily meet at least once a month with a written summons, with three (3) common days in advance, indicating the date, time, place and agenda, without prejudice to different topics being discussed. and it will meet extraordinarily when urgent circumstances require it, after the meeting of the board of directors one (1) day in advance.
The deliberative quorum is constituted by the attendance of at least half plus one of its members and the decision-maker, the favorable vote of half plus one of its assistants.
After 15 minutes after the time at which the session was called, the Board may deliberate and make decisions if there is a decision quorum.
EXECUTIVE DIRECTOR
ARTICLE 23. EXECUTIVE DIRECTOR.- ELECTION.- He is elected by the Board of Directors, for periods of TEN (10) years. In his absolute, temporary or accidental absences, the board of directors will replace him with the same powers and limitations.
The Executive Director will continue to lead his functions until a new appointment and delivery of the position takes place.
ARTICLE 24. FUNCTIONS.- The functions of the Executive Director are:
Act as legal representative of THE CORPORATION
Celebrate the acts and contracts for the development of the corporate purpose of the CORPORATION. When these exceed…. You need prior authorization from the Administrative and Financial Directorate.
Establish, together with the Board of Directors, the mechanisms and procedures that guarantee due control and custody of the assets and assets of THE CORPORATION.
Provide the positions created by the Board of Directors and enter into the respective employment contracts.
Sign the insurance and management policies that the institution requires or is requested.
Sign jointly with another executive the disbursement orders and expenses.
Guide and permanently evaluate the activity carried out by officials, and review the areas of institutional intervention.
In accordance with the competent directors, carry out all the procedures before official, unofficial, private or public, national or foreign entities for the fulfillment of the corporate purpose of the institution.
Present to the Board of Directors a semi-annual report on the progress of the institution, its programs and its projects.
Present jointly with another relevant executive financial and managerial information destined for the Assembly to be studied and approved by it, after examination by the Board of Directors.
Summon, on its own initiative or at the request of the Board of Directors, to sessions of the General Assembly, within the statutory terms.
Run, under the direction of the Board of Directors, the administrative tasks of the CORPORATION.
Plan, organize and execute the management of the CORPORATION.
Control, guard and manage the flow of income from monies, securities and titles that for any reason are destined to the CORPORATION by its associates or by third parties and monitor their collection.
Maintain, use, manage and apply the monies and other assets of the CORPORATION in accordance with the annual budget of income and expenses and the special provisions that are duly approved.
Manage current accounts, savings, securities, bonds, commercial papers and other modalities in financial entities supervised by the Banking Superintendency with the funds of the CORPORATION and in its name.
Periodically disseminate the CORPORATION's news in the media established for this purpose.
Create, analyze and propose new service or investment projects, carrying out their corresponding feasibility studies.
Coordinate the creation, updating and maintenance of the Registration Book or Associate Register.
Promote activities of the different Chapters or Groups of Projects.
Propose the holding of contests, events, programs, forums of any kind aimed at promoting and strengthening the CORPORATION, the chapters or the Project Groups.
Exercise all other functions assigned or delegated by the Administrative and Financial Directorate, the Board of Directors, and those indicated by law or regulations.
PARAGRAPH: The position of Executive Director may be concurrent with that of a member or member of the Board of Directors.
The following committees will be optional:
The scientist,
The one of scientific investigations,
The academic,
The one of Events and publicity,
The Disciplinary.
CHAPTER VI
FINANCIAL AND ADMINISTRATIVE CONTROLS AND INFORMATION
ARTICLE 25.- ASSOCIATE REGISTRATION BOOK.- The CORPORATION has a book of internal record called "BOOK OF ASSOCIATES ”, in which all the data and news will be registered, which will allow the identification, location, quality of the associate to be specified in an updated way, as well as the electronic e-mail address reported or place of work, which will govern for the purposes of carrying out all notifications and calls related to the CORPORATION.
The Associates must provide, within the first fifteen days of the year, complete information to update the news. The Board of Directors will keep and keep the book updated, under its dependence and responsibility.
ARTICLE 26.- MINUTES BOOK.- The minutes of the Assembly and the Board of Directors will be kept in the same book.
The minutes will have a consecutive numbering, indicating to which authority of the CORPORATION each of these minutes corresponds.
ARTICLE 27.- MINUTES.- A minute will be drawn up for each session that will be transcribed in chronological order in the Book of Minutes registered for that purpose, which will be signed by the Director and the Secretary of the respective session. Such minutes must contain, at least, their serial number, the date and time of the initiation of the session, the place, their ordinary or extraordinary nature, the way in which the call was made, the name of the attendees, the The members they represent and their class, the condition in which they do so and the number of votes available to them, the election of the Director of the session, the name of who was appointed as Secretary, the topics discussed, the decisions taken, with indication of the votes in favor and against or blank, the succinct list of the reports rendered, the records left by the attendees with their names, the proof of approval by the CORPORATION's own authority in the respective session or the appointment of a commission among the attendees for this purpose, if applicable, and the closing time.
ARTICLE 28.- ACCOUNTING BOOKS AND FINANCIAL STATEMENTS.- The CORPORATION will promptly fill out its accounting in the relevant official and auxiliary books, applying technique and principles generally accepted in Colombia, in order to timely present intermediate financial statements to the Board of Directors. The latter shall present to the General Assembly, within the three months following the end of each calendar year, general purpose financial statements.
CHAPTER VII
DISSOLUTION AND LIQUIDATION
ARTICLE 29. DISSOLUTION.- The CORPORATION may be dissolved for legal reasons or by decision of the Administrative and Financial Directorate, applying the special quorum.
ARTICLE 30. LIQUIDATOR.- In case of dissolution, the board of directors will designate the person or persons who will act as liquidator or liquidators to finalize the operations of the CORPORATION. Until this is done, accept and register the appointment of liquidator, the registered legal representative will act as such.
ARTICLE 31. LIQUIDATION.- The liquidator or whoever takes his place will have the powers of representation, administration and disposition necessary to conclude the operations in progress, with the same limitations indicated to the Executive Director.
Consequently, those that exceed such limits must be authorized by the or, failing that, by the Board of Directors, as well as the provision of absolutely essential positions to advance the liquidation.
The liquidator will comply with the special regulations in force on meetings of the management bodies and on the liquidation of non-profit legal entities, will publish three (3) notices in a newspaper with wide national circulation, leaving between one and the other a period of fifteen (15) days, in which the liquidation process will be reported, inviting creditors to make their rights valid, will prepare the inventory and appraisal of assets and rights whose ownership corresponds to THE CORPORATION, will proceed to the cancellation of the liabilities of the entity taking into account the rules on priority of credits.
The remainder, once the entity's external liabilities have been met, will be delivered to one or more private non-profit entities that pursue the same or similar purposes.
CHAPTER VIII
DISPUTE SETTLEMENT
ARTICLE 32.- All differences arising between members will be resolved by the board of directors, and all differences arising between managers and / or legal representative, will be resolved in the first instance, through an extrajudicial conciliation in law that will be tried before the Chamber of Commerce … In the event of a conciliation failure, it will be resolved by an Arbitration Court that will be governed by the regulations of the Conciliation and Arbitration Center of the Chamber of Commerce of… and the provisions of Decree 2279 of 1989, Decree 2651 of 1991, Law 80 of 1993, Law 446 of 1998, Decree 1818 of 1998 and other legal provisions that are applicable, regulate, add or modify them and in accordance with the following rules:
a) The Court will be made up of one or three arbitrators, depending on whether it is lower or higher, respectively, who will be appointed by mutual agreement by the parties and in the event of not reaching an agreement, they delegate to the Center for Conciliation and Arbitration of the Chamber of Commerce of ... their designation.
b) The Court will function in ... the Conciliation and Arbitration Center of the Chamber of Commerce of ...
c) The court will decide in Law.
ARTICLE 33.- APPROVAL.- These Statutes of THE INTERNATIONAL SCIENTIFIC CORPORATION OF DACTILOSCOPY, were unanimously approved at a meeting dated September 01 of the year _2011.
Original Signed
LEGAL REPRESENTATIVE
Zuny Fuentes Rojas
ENROLLMENT # 9000502756
Nit registration. 900473002-9
Legal Status 10264,