STATUTES

In Miami, Florida, United States, on November 10th, 2023, the undersigned members of SAPIC agreed on the following amended Statute to govern the nature, purpose, principles, and operation of SAPIC, the South American P&I Correspondents Association.

                                                       South American P&I Correspondents                        
                                                                           (SAPIC)

                                                                          STATUTE

Chapter I – Definitions
ART 1. For a better understanding of this Statute, the following terms will have the meaning defined hereunder.

   i. SAPIC: South American P&I Correspondents.

   ii. The Association: SAPIC.

   iii. The Associates: all the Members of SAPIC.

   iv. The Assembly: the members of SAPIC gathered at a General Meeting, either Annual General Meeting or         otherwise.

   v. The Annual General Meeting (AGM): the yearly meeting of the members of SAPIC to deliberate and        govern the running, finances, and projects of the Association.

   vi. The Executive Committee: the members elected by the Assembly for the administration and management of the Association.

   vii. The Ethics Committee: The Members elected ad-hoc by the Assembly to consider, examine and report on the ethical or business conduct issues involving other SAPIC members.

Chapter II - Nature, Purpose, and Principles of SAPIC

ART 2. SAPIC is an informal, non-profit association of South American Correspondents for P&I Clubs and other similar, related, and compatible underwriters.
SAPIC has no corporate status, and the members retain the liberty of conducting their individual professional services and relationship with all the companies they represent.


ART 3. The Purposes of the Association are:

   i. To promote unity amongst the long-established correspondents of the region for the continuation and growth of the business of its members.

   ii. To promote high standards of quality in servicing the needs of its members' principals, developing new services they may require, all in a cost-effective manner.

   iii. To provide a means of relating to other similar associations and with the P&I Clubs and other principals of its members at large.


ART 4. The principles which govern the Association's activities are the following:

   i. Transparency.

   ii. Independence.

   iii. Communication.

   iv. Quality Service.

   v. Efficiency.

   vi. Mutual support.

Chapter III - Membership
Section 1 - Requirements

ART 5. The requirements to be a member of SAPIC are the following:

   i. To be a listed commercial P&I correspondent for at least five continuous years.

   ii. To be independent.

   iii. To be devoted to correspondency work.


ART 6. SAPIC membership is not open to:

   i. Legal correspondents.

   ii. Lloyd's Agents.

   iii. Cargo adjusters or recovery agents.

   iv. Surveyors (meaning any company or individual whose main activity is surveying).

   v. Insurance brokers or agents providing services to general insurance companies involved in cargo insurance.

Section 2 - Duties and Rights of Members

ART 7. Members of SAPIC undertake the following Duties:
   
   i. To be concerned for all the issues of relevance to SAPIC relating to the country/port respectively represented within the Association.

   ii. To pay the agreed contributions in due time.

   iii. To in no way damage the good name of the Association.

   iv. To not involve SAPIC financially in any transaction.

   v. To not enter into any agreements that might bind SAPIC vis-a-vis third parties.

ART 8. Members of SAPIC enjoy the following Rights:

   i. To be elected to any of the offices of the Executive Committee.

   ii. To be elected to the Ethics Committee.

   iii. To file any initiative regarding issues of interest to the Association.

   iv. To leave the Association at any time.

Section 3 - Application

ART 9. Correspondents wishing to join SAPIC may apply at any time during the year.


ART 10. To apply for membership, the interested party should address a written application to the Chairperson indicating:

   i. Name.

   ii. Year of foundation.

   iii. List of Directors.

   iv. Clubs and other principals represented.

   v. Geographical area covered.

   vi. Full contact details.

   vii. Additional information which may be required by the Executive Committee.

Section 4 - Membership Consideration

ART 11. Applications by potential new members are to be considered by the Assembly within three months of the written application, or the additional information or clarification requested thereof, being presented.


ART 12. Membership will be granted by the Assembly provided that:

   i. The applicant is informed of this Statute and agrees to abide by them and the principles and purpose of the Association.

   ii. The requirements in Arts. 5 and 6 are met.
Special consideration and importance shall be given to the advice provided by an existing Member with regard to a new application, particularly when such Member has relevant information that shows the applicant does not comply with SAPIC's Statute and Principles.


ART 13. Applicants will be advised in writing whether their application has been accepted or not.
If it has been accepted, they will be invited to the AGM following their acceptance letter, at which they will be welcomed as members of SAPIC.

Section 5 - Cancellation of Membership

ART 14. Membership may be cancelled if the requirements for the same are lost, or the member in question has incurred in a serious and material breach of the Association's Statute, including non-compliance with the Ethical Guidelines, or has failed to honour the nature, purpose, and/or principles of the Association.
Membership can be cancelled with no further consideration if a member fails to pay the membership dues or if he fails to attend three AGMs consecutively.


ART 15. At the request of any Member, with clear evidence or grounds, the Executive Committee will call for an Ethics Committee to be convened to consider any potential breach or failure in accordance with Art. 14.
The Ethics Committee will present a motion or motions to the Assembly.


ART 16. The Assembly will consider the cancellation motion presented by the Executive Committee in the following General Meeting.
For a motion to be accepted it must have at least 75% of the votes of the Associates.


ART 17. Cancellation of membership will be effective upon notification in writing by the Executive Committee of the decision of the Association.


ART 18. Cancellation of membership will not entitle the member in question to any refunds nor to claims of any nature whatsoever.

Chapter IV - The Assembly

ART 19. The Assembly consists of all the members of SAPIC, and it is the primary decision-making body of the Association.

Its powers are the following:

   i. Discuss and decide all the subjects proposed by the Executive Committee.

   ii. Approve an Ethics Committee be convened when proposed by the Executive Committee, and decide on the motion or motions presented by it.

   iii. Approve modifications to the Statute.

   iv. Approve interpretation of the Statute beyond its literal extent, in accordance with Statute provisions.

   v. Approve General Meetings' Minutes, Treasurer's Report, proposed Incorporation Dues, Membership Dues, Special Contributions, and new expense items.

   vi. Elect the Executive Committee in accordance with Statute provisions.

ART 20. The Assembly will meet no less than once a year at an Annual General Meeting (AGM) to discuss the running, finances, and projects of the Association.


ART 21. The venue for these meetings is to be agreed at each AGM and, in principle, will take place in July each year.


ART 22. The agenda for these meetings will consider at least the following items:

   i. Discussion of the issues arising from the minutes of the last AGM.

   ii. Executive Committee report on the state of the Association, including at least the Chairperson's and Treasurer's reports.

   iii. Motion or motions presented by the Ethics Committee (if convened).

   iv. Presentation and discussion of new projects for the following period/s.

   v. Election of the Executive Committee (if applicable).

   vi. Consider and vote on the acceptance or rejection of new membership applications.

   vii. Any others any member may propose.

ART 23. Attendance at these meetings is in person or by authority, in writing, to an attending member to attend on his behalf. In any case, an AGM will only be considered valid with the attendance of at least 50% of the Associates. Such meetings will be chaired by the Chairperson of the Executive Committee.


ART 24. These meetings will be recorded in Minutes. The minutes will be discussed and approved by the Assembly who formed the AGM in question within three months following the meeting.


ART 25. When needed, the Executive Committee will call the Associates to an Extraordinary General Meeting, which will be carried out under the same rules of the AGM as far as applicable.


ART 26. SAPIC members agree they shall not disclose to third parties, in any way, the issues dealt with and/or discussed by the Assembly in General Meetings, or among the members in express privacy status, or any relevant information exchanged among the Members either in writing or verbally, having to keep the most strict confidentiality about the issues discussed, except agreed in the AGM to disclose them in public, for which there should be approval by at least 75% of the votes of the Associates.
The non-compliance of this agreement of confidentiality shall be considered a violation of the Statute, in accordance with what is stated in Article 14, and could mean cancellation of membership, as per the proceedings stated in Articles 15 to 17.
Furthermore, if it were in order, the party who fails to comply with the duty of confidentiality must respond for the damages and/or losses that said non-compliance could cause to SAPIC as an Association, or individually to each one of the Members.

Chapter V -The Executive Committee.

ART 27. The Executive Committee will be elected every two years by the Assembly with 50%+1 of the votes cast.

Its powers are the following:

   i. Consider membership applications.

   ii. Propose to the Assembly to convene an Ethics Committee to consider a cancellation of membership due to breach of SAPIC's Statute or Ethical Guidelines.

   iii. Propose to the Assembly the modification of the Statute.

   iv. Propose to the Assembly the interpretation of the Statute beyond its literal meaning.

   v. Propose to the Assembly the confidentiality waiver of the meetings or any other confidential information relevant to SAPIC.

   vi. Propose to the Assembly joining, annual, or extraordinary dues.

   vii. Propose to the Assembly the objectives of the Association for the following 12 months.

   viii. Establish strategies for achieving the objectives decided by the Assembly in the AGMs.

   ix. Propose to the Assembly any matter of interest for the Association.

ART 28. Each Member will be entitled to be elected to one office of the Executive Committee.
A member elected to one office cannot simultaneously take another office.


ART 29. Each member of the Executive Committee will remain in his/her elected office for a period of two years and may be re-elected indefinitely.


ART 30. The Executive Committee will be comprised of the following offices:

   i. Chairperson.

   ii. Deputy Chairperson.

   iii. Secretary.

   iv. Treasurer.

   v. Public Relations Officer.

Section 2 - The Chairperson

ART 31. The Chairperson is the member of the Executive Committee in charge of representing the Association publicly and speaking on its behalf.


ART 32. The Chairperson's duties are the following:

   i. Ensuring compliance with the Statute and supervising the running of the Executive Committee.

   ii. Making written statements and communications on SAPIC's behalf.

   iii. Representing SAPIC at public functions or events.

   iv. Chairing General Meetings.

   v. Developing and maintaining, on the Association's behalf, relationships with principals, other Associations like SAPIC, and other similar organizations.

Section 3 - The Deputy Chairperson

ART 33. The Deputy Chairperson's duties are the following:

   i. Assist the Chairperson.

   ii. Represent the Chairperson in any of his tasks when so required.

   iii. Take over the tasks of the Chairperson in case of his inability to perform the role, calling for an Extraordinary General Meeting for a new appointment.

   iv. Coordinate the internal activities of the Executive Committee with the Associates.

Section 4 - The Treasurer

ART 34. The Treasurer is the member of the Executive Committee in charge of managing the Association's funds.


ART 35. The Treasurer's duties are the following:

   i. Collect membership dues.

   ii. Collect new members' incorporation dues.

   iii. Issue payments for SAPIC's expenses.

   iv. Invest surplus funds.

   v. Keep a record of the Association's accounts.

   vi. Prepare reports on the Association's financial situation.

   vii. Propose and, if approved, collect special contributions.

Section 5 - The Secretary

ART 36. The Secretary's duties are the following:

   i. Draft written statements and communications.

   ii. Prepare the agenda for the General Meetings.

   iii. Draft minutes of the General and Extraordinary Meetings.

   iv. File and keep SAPIC's communications and documents.

   v. Propose to the Chairperson the call for extraordinary General Meetings.

Section 6 - The Public Relations Officer

ART 37. The Public Relations Officer is responsible for managing the Association's IT, social media, website, and press releases.

Chapter VI - The Ethics Committee

ART 38. The Ethics Committee will be convened and act ad hoc at the request of the Assembly.


ART 39. It will be composed of the Chairperson of the Executive Committee and two members elected by the Assembly.


ART 40. The Ethics Committee will follow the procedures, guidelines, and objectives set by the Assembly.

This shall, in any case:

   i. Act objectively and factually, ensuring that the interested parties are fully heard.

   ii. Reach a conclusion and present a motion to the Assembly, which shall include all the facts gathered, including the statements made by the interested parties.

Chapter VII - Funding
Section 1 - General

ART 41. SAPIC requires funding to finance its activities. This funding will come from its members, in the ways and amounts that may be agreed from time to time.
Section 2 - Incorporation Dues


ART 42. New members will be required to pay a one-off incorporation due at the time of joining.


ART 43. This payment is payable upon being welcomed as a member of SAPIC.

Section 3 - Annual Membership Dues

ART 44. Members of SAPIC will be required to pay annual membership dues.


ART 45. These dues are payable upon being agreed at the Annual General Meeting.

Section 4 - Special Contributions

ART 46. Members of SAPIC may from time to time be requested to pay a Special Contribution for the funding of extraordinary events, such as receptions, functions, etc.


ART 47. These Special Contributions will be proposed by the Treasurer and voted on by the Assembly.
Section 5 - Expenditure


ART 48. SAPIC funds are to be spent on the Association's activities as may be agreed by the membership from time to time.


ART 49. Such expenses include:

   i. Advertising costs.

   ii. IT costs.

   iii. Communication costs.

   iv. Any others that might arise in the future, as may be approved by the Assembly.

Section 6 - Investments

ART 50. Surplus or inactive funds are to be invested to generate some return according to the policies that may be agreed from time to time by the Assembly, as proposed by the Treasurer or any other member of SAPIC.

Chapter VIII - Disputes

ART 51. Differences of opinion regarding any aspect of the business of the Association will be debated in the AGM and finally a vote cast to decide the issue.


ART 52. The process will be moderated by the Chairperson.


ART 53. If the Chairperson was party to the issue, the Deputy Chairperson will take his place, and so on with the other members of the Executive Committee.


ART 54. The motion obtaining at least 75% of the votes cast by the Associates will prevail.

Chapter IX - Modification of the Statute

ART 55. Any additions, modifications or amendments to this Statute will follow the following process:

   i. All proposals will be forwarded to the Executive Committee.

   ii. The Executive Committee will submit the proposals to the Assembly to be considered before the next General Meeting.

   iii. Discussion by the Assembly.

   iv. Vote.

   v. Implementation of the addition, modification, or amendment.

   vi. Re-issue and signature of a current version of the Statute, indicating the place and date it is issued.

ART 56. The new Statute will come into force on the date agreed by the Assembly or on the day of the first month following the month in which the wording of the new Statute is approved.

Chapter X - Other Considerations

ART 57. English will be the language to be used for all the Association's official communications.


ART 58. This Statute is to be considered the main guide for the administration of the Association and its wording will be interpreted literally and to the extent of the ideas they express.
Nevertheless, the Assembly gathered at an AGM may agree by at least 75% of the votes of the Associates to interpret certain terms of the Statute beyond their literal extent, provided always said interpretation is in line with the general spirit of the Statute and the principles and purposes of the Association.