The first version of these Statutes was created within the UPADI Committee for Engineering Education, accompanied by the initiative to create the Inter-American Academy for Engineering Education and was proposed to the UPADI Board of Directors in 1989.
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On the basis of this first version and at the request of the Board of Directors, two Members of the Teaching Committee, Engineers Yadarola and Reyes Guerra, adapted the Statutes to create the Pan-American Academy of Engineering.

The final version was approved by the Board of Directors in Costa Rica in 1996, after its review and opinion by the Advisory Council. The Pan-American Academy of Engineering was founded in Panama in August 2000. A first amendment to the Statutes was approved in Mexico in 2004 and the current version, with more important changes, was decided at an Extraordinary Plenary Session, held in Brasilia in December 2008.

Below is a transcript of the version approved in Rio de Janeiro that has been in force since December 2011:

• Statutes Approved by the UPADI Board of Directors - San José - Costa Rica, 1996
• Amended by the Extraordinary Plenary Session of the Academy - Mexico 2004
• Amended by the Extraordinary Plenary Session of the Academy - Brasilia, Brazil - December 2008
• Amended by the Extraordinary Plenary Session of the Academy - Rio de Janeiro, Brazil - December 2011

DOWNLOAD CURRENT STATUTES - 2011

PROPOSED MODIFICATIONS - 2024

In accordance with the provisions of Title XV of the Statutes of the Pan-American Academy of Engineering and within the established term, we share the draft Amendment of Statutes to be considered in an Extraordinary Plenary Session to be held during the Biennial Meeting of the Academy, convened on November 21 and 22, 2024 in the city of Córdoba, Argentina.

All the proposed modifications are highlighted with red typography after the edition of the statutes amended on December 9, 2011 in Rio de Janeiro, Brazil.

The proposed modifications include the articles 1.2 and 58.1. approved by the Board of Directors on November 14, 2022 to ensure the status of an exempt, not-for-profit entity under U.S. tax provisions. UU. For easy identification, the text of both articles is shaded in yellow.

The other modifications recommended by the Board of Directors recognize the practical reality of the Academy's relationship and/or link with UPADI today and make up the text accordingly.

• Amendment of Statutes to be considered - Córdoba, Argentina - November 2024

Statutes

Title I

CREATION, CONNECTION AND HEADQUARTERS

Article 1

The Pan-American Academy of Engineering is a technical, scientific, educational and cultural engineering institution with a pan-American, non-profit scope, institutionally linked to the Pan American Union of Engineering Associations (UPADI).

Article 2

The creation of the Academy was unanimously decided by the UPADI International Board of Directors at its August 1995 meeting in Asunción, Paraguay, and the first version of these Statutes was approved by the UPADI International Board of Directors at its August 1996 meeting in San José, Costa Rica. The Academy was formally established on August 24, 2000, after the incorporation of the first thirty Founding Full Members and the signing of the Foundation Act at the Solemn Ceremony held in Panama City.

Article 3

The legal headquarters of the Academy will preferably be in the same country and city as UPADI, unless a Plenary Session decides to change it based on a proposal from the Board of Directors. Article 4 UPADI, at the time of its establishment, has delegated to it the power and the right to carry out, the qualification and election of its members as prescribed by these Statutes.

Title II

OBJECTIVES AND PURPOSES

Article 5

The objectives and purposes of the Academy are:

• 5.1 Recognize within the American continent the outstanding contributions made by distinguished engineering personalities, in any of their specialties or fields of activity, granting them the category of: Full Member, Associate, Honorary or Emeritus.
• 5.2 Establish and maintain an international environment of hierarchy, conducive to the presentation, study and discussion of advances in knowledge in engineering and technology, and for disseminating the achievements and results of the achievements of engineers for the benefit of humanity. To identify and analyze in a timely manner any problem related to the profession, which helps the scientific and technological progress of engineering as part of the economic and socio-cultural development of countries.
• 5.3 Establish cooperation and exchange links with other Academies or Associations of Academies of engineering, technology or science, whether national, regional or international, aimed at achieving greater effectiveness in common purposes.
• 5.4 Collaborate and interact with Professional Associations, Higher Education Institutions, Universities, Research and Development Centers and the Productive Sector with proposals that help to improve the initial and continuing education of engineers and their postgraduate training; and that also stimulate the training and improvement of teachers for the exercise of skills that allow them to develop the professional personality, creativity and innovation in future engineers.
• 5.5 To create awareness among engineers of the need to maintain a continuous process of professional improvement and high ethical standards, constantly motivated by the search for excellence in the practice of engineering as a way to contribute more effectively to the progress and well-being of society.
• 5.6 Organize, promote or sponsor by itself or in agreement with UPADI, or with other engineering organizations or with technical, scientific and educational institutions, Conferences, Seminars, Forums, Congresses or other types of meetings at the international, regional or national levels aimed at the analysis of issues that require concrete and updated solutions and that contribute to the progress of engineering and its representative institutions in the Continent.
• 5.7 Try to ensure that the Academy and its working bodies coordinate their activities of a similar nature with the UPADI Technical Committees, maintaining mutual exchange and collaboration with them to eliminate any situation of overlap or conflict.

Title III

ATTRIBUTIONS

Article 6

The Academy has the power to:

• 6.1 Choose your Full, Associate, Honorary and Emeritus Members.
• 6.2 Hold regular plenary sessions to resolve internal institutional issues and to receive communications on engineering and other scientific and technological issues. UPADI must be informed about these meetings six months in advance.
• 6.3 Produce publications, edit reports and communicate with your members.
• 6.4 Contract services using its own funds or those that UPADI and any other institution can provide for a specific purpose, expressly freeing UPADI from any responsibility for these acts.
• 6.5 Create Delegations or Chapters in the countries of the Continent, in agreement with the National Member Association of UPADI and the National Academy of Engineering recognized in that country, when the number of Principal Academics in that country is at least ten (10) and so they request it to the Board of Directors informing about the economic sustainability of the entity to be created. Establish your purposes, objectives and attributions; regulate your organization and oversee its operation.
• 6.6 Create permanent divisions, sections, specialized institutes or temporary committees and commissions, and may invite people who are not members of the Academy to participate in them.
• 6.7 Establish agreements for cooperation with other Academies or institutions for complementary or related purposes. Integrate Federations, Councils and organizations of Academies of Engineering, Technology and Science, whether regional, continental or international.
• 6.8 Request the necessary funds to support the publications of its members, to sponsor plenary sessions, seminars, forums and congresses, and other activities related to the objectives of the Academy.

Title IV

MEMBERS. CONDITIONS

Article 7

The Academy is comprised of the following categories of Members: Holders, Associates, Fees and Emeritus.

The requirement to be elected Member, in any of the categories, is that the nominated person has a university degree in engineering in any of the specialties, recognized for professional practice by the Institutions that regulate this practice in their country or in any other country on the Continent.

Members must be people of impeccable reputation, professional integrity, with a vocation for service and who can demonstrate:

• 7.1 To be engineers graduated from a recognized university in the country or abroad, with an important record in professional practice.
• 7.2 To have carried out or been personally and actively involved in the planning, study, design, project or construction of relevant public and private works, in the design of industrial plants, facilities, manufacturing processes, prototypes, creation or adaptation of technologies, etc. and that for these achievements they have been recognized by their peers, based on professional associations or private engineering, government, or public good organizations.
• 7.3 To have demonstrated concerns about the transfer of knowledge and experience acquired in their professional life, through university teaching or the provision of free courses, conferences or who have participated as rapporteurs in technical meetings, forums, seminars or congresses, making specialized publications for this purpose.
• 7.4 Be recognized for organized engineering in your country, through the National Member Association of UPADI, the National Academy of Engineering and other renowned engineering institutions or specialized chambers. Have the support of the Principal Academics of that country.
• 7.5 Have been part of engineering associations and societies, academic organizations, educational and research institutions, engineering studios or firms, public and private companies, or have been civil servants in important public positions, demonstrating in all activities their leadership capacity to promote and carry out complex and innovative programs that have influenced the improvement of the engineering profession.
• 7.6 Create permanent divisions, sections, specialized institutes or temporary committees and commissions, and may invite people who are not members of the Academy to participate in them.

Article 8

Full Members are people resident in a country of the Americas who, having fulfilled the requirements of Article 7, have been proposed as such by three Full Academics from three different countries or by their country's UPADI National Member, after a selection process. A description of the candidate's qualifications must be submitted with the nomination. The maximum number of Full Academicians will be 350, of which a maximum of 50 Academics may be from the same country. The Board of Directors will analyze and propose the parameters on the basis of which the Ordinary Plenary Session will establish a balanced distribution of the Full Members by country. Every Applicant for Full Member must prove their citizenship in a country on the American continent. Full Academicians must take part in the management of the Academy and in the election of new Members in all categories.

Article 9

Associate Members are people resident in countries on other continents who, having fulfilled the requirements of Article 7 of these Statutes, represent the Academy in their places of residence in any country in the world and for this purpose carry out the activities required of them by the institution's authorities. They do not take part in the governance of the Academy or in the selection of new Members. Each one must be proposed by two Senior Academicians or by your country's Engineering Organization that is a Member of FMOI (World Federation of Engineering Organizations) or also by your country's National Academy of Engineering.

Article 10

Exceptionally, the Academy can appoint Honorary Members, without the intervention of the Election Committee, persons of recognized prestige, nominated by five (5) Full Members from different countries. The proposal will be evaluated by the Board of Directors and approved at an Ordinary Plenary Session. In this category, those Full Members who for five (5) years or more have provided outstanding services to the Academy and who for justifiable reasons are unable to continue as Full Members may be distinguished.

Article 11

The Emeritus Member category is reserved exclusively for Full Members who have served the Academy in relevant positions for at least five (5) consecutive years and have distinguished themselves in the international community for their leadership and vocation for service. The designation of Emeritus Academician will be decided by the Ordinary Plenary Session based on a proposal supported by three (3) Full Members from different countries.

Article 12

The number of Honorary or Emeritus Members of a given country cannot be counted for the maximum number of Members established in accordance with Article 8.

Article 15

Honorary Academicians shall have all the rights that correspond to Full Academicians, except for the right to vote and to serve on the Board of Directors or the Delegations or Chapters of the Academy. They are not required to take part in the Sessions or to pay membership fees or contributions of any kind.

Article 16

Emeritus Scholars will have all the rights of Senior Scholars. They can be part of the Board of Directors and are part of the Delegations or Chapters. The payment of membership fees will not be due to Emeritus Academics who do not hold positions on the Board of Directors.

Title VI

NOMINATION, ELECTION AND TERMINATION OF THE MEMBERSHIP CATEGORY

Article 17

Nominations to participate in the Selection Process in the Full Member or Associate Member categories must be made as follows:

• 17.1 The President of the Institution or whoever is authorized, a Member of UPADI for a certain country, who submits the nomination of a person for the position of Full Member in accordance with the provisions of Article 8 of this Statute will sign the nomination document in the name of the Institution. The signature will certify the institutional nature of the proposal and that it is the result of a selection process as established in Article 8. Any person proposed as a Full Member must also have the endorsement of the Full Academicians of that country.
• 17.2 The nomination of a Full Member made by three Full Academicians from different countries must be signed by their nominators. The same requirement will be required when two Full Academics nominate an Associate Member.
• 17.3 Nominations may be made by email, making the identity of the signatories absolutely clear and will be sent simultaneously to the Presidency and the Secretariat of the Academy, subject to the submission deadlines set by the Board of Directors. Nominations submitted after the deadline will not be included in that year's Selection Process but may be considered in the next Process.
• 17.4 The nomination of a person and their merits will be submitted following the guidelines established by the Academy for the presentation of personal data, professional and academic backgrounds and experiences, ordered and summarized in a Data Form to be provided by the Academy. A complete Curriculum Vitae of the nominee may be accompanied by the submission along with other documents of judgment, such as letters supporting the proposal, from engineering institutions, organizations or companies in which the nominee is working or has worked.
• 17.5 The presentation should clearly define what category of member the proposed member is nominated for. The nomination and the Data Form must be submitted in two languages, English or either Spanish or Portuguese. The complete curriculum vitae and letters of support may be submitted in only one of these three languages.

Article 18

The Selection Process for a Candidate to fill the categories of Full Member or Associate Member will be as follows:

• 18.1 The President and Secretary of the Academy will review all nominations received in time to verify if they meet the requirements set out in these Statutes. Nominations that do not meet these requirements will be returned to the proposers, but the President may grant a period of up to ten (10) days for the person responsible for a proposal to fill in missing data and background. The Secretariat will organize the proposals by country and will be reproduced to be sent by email to each of the members of the Election Committee one hundred and twenty (120) days before the scheduled date for the Incorporation Ceremony. The full list of existing Members in all categories, ordered by country, will also be sent.
• 18.2 The members of the Election Committee will review the nominations and report within ten (10) days of their justified opinion regarding the acceptance or rejection of each of the nominees for the proposed category. In their opinion, the members of the Election Committee shall take into account the balanced distribution between countries established by the Ordinary Plenary Session based on parameters proposed by the Board of Directors.
• 18.3 The Academy Secretariat will send by email or other expedited means, the names of the nominees accepted by the Election Committee to each of the Full Members, no less than ninety (90) days before the scheduled date of the Incorporation Ceremony. Full Members must analyze the qualifications of the people nominated and vote, within ten (10) days for the acceptance or rejection of a proposal, justifying their decision in case of rejection. No Full Member can excuse himself from voting, unless he has justified reasons. The vote is secret and the Secretariat will take appropriate measures to maintain the confidentiality of both the vote of the Full Members and the opinion of the Election Committee.
• 18.4 All the deadlines set out in these paragraphs may be modified by the Board of Directors when there are reasons to justify it. Organizations or companies in which the nominee is working or has worked.
• 18.5 The Academy Secretariat will record all the answers received on time and if there are two-thirds of favorable votes, the nominee will be considered elected as a Member Candidate.
• 18.6 Candidates will receive a communication from the President of the Academy informing them of their choice as a Candidate for Full or Associate Member and must respond if they accept to be part of the Academy in the category for which they were elected. Along with their acceptance, they must send to the Treasurer the Initial Incorporation Fee established by the Ordinary Plenary Session.
• 18.7 The President of the Academy will also notify the people or Institutions that nominated each of the proposals, whether or not they were elected as Candidates.
• 18.8 The Ordinary Plenary Session will analyze and issue its opinion regarding each Selection Process.
• 18.9 Candidates for Full Members will personally receive the Diploma and the official Medal that accredit them as Academics at a Solemn Incorporation Ceremony held when the Academy meets in an Ordinary Plenary Session or when the annual meetings of the Board of Directors are held. Prior to their Incorporation, all Candidates must submit an original Work providing experiences from their professional and academic life, with proposals, initiatives, innovations or recommendations of a technical, professional or educational nature. This Work may be replaced by the oral and written presentation of a subject included in the Forum Agenda or technical meetings organized by the Academy on the occasion of the Incorporation Ceremony. The title and a summary of the work will be read at the Ceremony and the full Work will be included in a Special Section of the Academy's Web Site.
• 18.10 In the event that the Candidate for Full Member, for well-founded reasons, is unable to attend the Incorporation Ceremony, together with the letter of acceptance of their application, they must justify their non-attendance. The incorporation of any Candidate to a Full Member may only take place within four (4) years following the Ordinary Plenary Session that approved the Selection Process.
• 18.11 Associate Member Candidates will be invited by the President to participate in the Incorporation Ceremony in which they will personally receive the Diploma and Medal that will accredit them as Academics but are exempt from the obligation to attend it. In this case their names and merits will be mentioned during the Ceremony. The Diploma will be sent to them by post and the Medal can be received in person at any Incorporation Ceremony as long as they have confirmed their participation to the Secretary sixty (60) days in advance.
• 18.12 The list of Candidates in the different categories will be sent by the President to all the Full and Associate Members and to the Institutions that proposed them, inviting their authorities to participate in the Incorporation Ceremony.

Article 19

The status of Full or Associate Member and their respective rights will expire in the following cases:

• 19.1 By resignation.
• 19.2 For non-payment for two (2) successive years of the membership fees established by the Ordinary Plenary Session. A delay of one (1) year in the payment of these fees will mean, for Full Members, the loss of the right to vote.
• 19.3 For public or private actions contrary to decorum that may affect the good name of the Academy. It must be resolved by two-thirds of the Full Members present at the Plenary Session considering this situation.
• 19.4 People who lose their membership in any category, due to resignation or separation, will not be able to continue to invoke their status as Academicians.
• 19.5 All voluntary waivers must be considered during the first Plenary Session after the date of a Member's resignation. When the Member is in a position to be separated for breach of the obligation established in 19.2, the decision will be taken by the Board of Directors by email and the President will report this fact to the persons or Institutions that nominated him.

Article 20

The reinstatement to the Academy of any person who has lost their membership status due to non-payment of fees can occur at any time within the years following the decision to cancel their membership, through a request submitted to the Board of Directors accompanied by the payment of all outstanding fees plus a subscription fee equivalent to thirty (30%) percent of the amount of the fees due and the payment of the membership fee for the current year.

Article 21

Members who are in any of the following situations will be transferred to Inactive status:

a) For Full Members, Associate Members and Emeritus Members of the Board of Directors, non-payment of the annual membership fee for two (2) successive years,
b) By voluntarily renouncing their status as a Member of the Academy, upon request to be transferred to the category of Inactive,
c) By death.

• 21.1 Inactive Members who have not renounced their membership in the Academy will continue to be considered Academicians.
• 21.2 The number of Inactive Members in a given country will not be counted for the maximum number of Members established in accordance with Article 8.
• 21.3 The reinstatement of an Inactive Member to their previous status as a member of the Academy may be made at any time and for only one time within two (2) years following their transition to Inactive status, by means of a request that will be submitted to the Board of Directors accompanied by the payment of all outstanding fees plus a subscription fee equivalent to thirty percent (30%) of the amount of the fees due and the payment of the membership fee for the current year.
• 21.4 Requests for reinstatement may be made only if there are vacancies in the total number of members assigned to the applicant's country by the Ordinary Plenary Session in accordance with Article 8.

Article 22

Inactive Members may attend Plenary Sessions without a voice or vote; participate in forums, conferences, seminars and congresses organized by the Academy and submit technical papers. They will not enjoy the remaining rights nor will they be subject to complying with the obligations that this Statute assigns to their category, being exempt from paying the annual membership fee.

• 22.1 The transfer of a Member to the status of Inactive Liability means that the position he has occupied is now vacant and allows the Academy to incorporate another Member from the same country, in the same category.

Title VII

WORK TOOLS, INFORMATION AND CONTROLLER

Article 23

The Academy adopts as work and information tools:

• 23.1 A Biennial Plan of Action prepared by the Board of Directors or by whomever it indicates, which will be analyzed, debated and put into effect at the Ordinary Plenary Session.
• 23.2 A Five-Year Strategic Plan, the first version of which will be prepared by the Board of Directors or by whomever it may appoint, and which, once approved by the Ordinary Plenary Session, will be updated biennially by the Board of Directors. In this document, the activities of the Action Plan will be considered as short-term strategies.
• 23.3 The Academy's Biennial Activity Report, prepared by the Secretary for consideration at the Regular Plenary Session.
• 23.4 The Annual Activity Report prepared by the President to be presented to the Board of Directors of the Academy and to the UPADI Board of Directors.
• 23.5 The Academy Directory that will contain the full list of Members in their different categories with their photograph and curriculum vitae. The Directory will be published and updated periodically, at the opportunities established by the Board of Directors and will be disseminated through a printed version or by electronic means adopted by the Academy.
• 23.6 For information and dissemination on the activities of the Academy, its own website or other electronic network will be used, and may use printed media as provided for in the Plan of Action or as ordered by the Board of Directors.

Article 24

The instruments of comptroller, which will support the economic, financial and patrimonial status of the Academy, are the following:

• 24.1 The Biennial Budget, prepared by the Treasurer of the Academy to be considered at the Ordinary Plenary Session. To prepare the budget, the Treasurer will make a reasonable estimate of the foreseeable expenses using the information provided to him by those members of the Board of Directors in charge of tasks and by the Presidents or Coordinators of the various working bodies of the Academy.
• 24.2 Annual Balance prepared by the Treasurer as of December 31 of each year and duly certified by a certified Public Accountant of the Academy's host country. The Balance Sheet must show the financial position based on the assets and liabilities existing at the end of the period; the evolution of the assets; the state of resources and expenses and the origin and application of the funds used in the period. The Balance Sheet will be sent by the Treasurer via email to the Board of Directors thirty (30) days in advance of their annual meetings. The Balance Sheets for the two periods prior to the Ordinary Plenary Session will be sent by the Treasurer by email to all Full Members and members of the Audit Committee, for analysis, review and approval, thirty (30) days before the date of the Ordinary Plenary Session, so that they can be considered at that Session.
• 24.3 Statement of Income and Expenditure, prepared by the Treasurer the month before each annual meeting of the Board of Directors based on income from membership fees and other items and the expense report to be provided to him by the members of the Board of Directors and heads of the working bodies. This document will be used by the Board of Directors to analyze the state of execution of the current Biennial Budget and to make relevant decisions.

Title VIII

ACADEMY MEETINGS

Article 25

The Academy will have Plenary Sessions, which will be Ordinary or Extraordinary. The sessions will be public, except in cases where an internal matter, a confidential matter, or a matter affecting a Member personally is discussed.

Article 26

The Ordinary Plenary Sessions are meetings of the Members of the Academy whose central objective is to focus the public activity of the Institution on engineering issues, which help the countries of America to progress, analyzing, discussing and establishing policies related to science, technology, education and professional practice. At each Plenary Session, a Rapporteur will be appointed from among the participating Members, who will prepare a summary of the discussions with the conclusions and recommendations that are approved. This summary will be included in a printed publication of the Academy and disseminated through its own website or other electronic network.

Article 27

The Academy will meet every two (2) years in an Ordinary Plenary Session that preferably coincides with the UPADI Convention, unless reasons of force majeure or unforeseen convenience for the Members so advise or if the UPADI Convention changes the continuity of biennial meetings. The decision will be adopted by the Board of Directors.

When the Ordinary Plenary Session takes place in the same city where the UPADI Convention is held, the Academy authorities will be responsible for organizing this Session, in direct collaboration with the Organizing Committee of the host country and with UPADI, trying as far as possible to avoid overlapping the Academy's meetings with those of UPADI.

The Secretariat will notify each Member sixty (60) days in advance of the date and place where the Annual Ordinary Plenary Session will be held, including the Agenda of issues that will be considered there.

Article 28

The quorum of the Ordinary Plenary Session will be constituted if at least ten (10) Full Members are present. The resolutions will be approved by the vote of the majority of the Academics present at the Sessions, except in the following cases that will require two-thirds:

• 23.1 Reform of these Statutes.
• 23.2 Establish the maximum number of Full Academics per country.
• 23.3 Removal of a Member of the Board of Directors.
• 23.4 Analyze and advise UPADI on the dissolution of the Academy.

Article 29

The Ordinary Plenary Session has the following powers:

• 29.1 Consider the process of proposal, election and final acceptance of Full and Associate Members and the appointment of Honorary and Emeritus Scholars.
• 29.2 Resolve the voluntary waiver of membership of any Full Member or Associate Member, their change of category or their separation in the case provided for in Article 19.3.
• 29.3 Elect the members of the Board of Directors with an indication of their respective positions as established in paragraphs 33.1 and 33.2. Also elect the members of the Election Committee and one member for the Audit Committee, except in cases where the number of Full Academicians present is less than ten (10).
• 29.4 Approve an Internal Regulation for the operation of the Academy and modify them at the proposal of the President.
• 29.5 Establish, at the proposal of the Board of Directors, the maximum number of Full Academics in the same country, in accordance with Article 8.
• 29.6 Consider and approve the Biennial Plan of Action and, where appropriate, the Academy's Strategic Plan. Consider the Biennial Report on Academy Activities prepared by the Secretary and receive the President's Annual Reports submitted to the Board of Directors.
• 29.7 Consider and approve the Biennial Budget and Annual Balance Sheets for the periods ended on December 31 of the two years prior to the Session, duly certified by a Public Accountant and approved by the Audit Committee.
• 29.8 Set the annual membership fees that Full and Associate Members will pay and the surcharges when they are paid after the deadline set out in Article 13.7. Set initial membership fees for new Members. The Plenary Session may establish a lifetime membership subscription, entitling the Full or Associate Member to become a Lifetime Member without paying annual fees. Lifetime membership subscriptions will not be retroactive.
• 29.9 Study and issue opinions on matters submitted for consideration by the UPADI Board of Directors, its Advisory and Technical Councils, Associations, Engineering Societies and other related organizations and institutions.
• 29.10 Create and dissolve, at the proposal of the Board of Directors, the Delegations or Chapters as stated in paragraph 6.5 of Article 6.
• 29.11 Create and dissolve, at the proposal of the Board of Directors, permanent divisions, sections and specialized institutes, as stated in paragraph 6.6 of Article 6. Establish your regulations, policies, plans and strategies.
• 29.12 To institute prizes, distinctions and decorations, to obtain their funding, to appoint the juries and to define the rules and conditions for their award.
• 29.13 Decide on creating salaried jobs and hiring services.
• 29.14 Accept, at the proposal of the Board of Directors, bequests, grants, contributions and donations of money, items, assets or properties and decide on their sale.
• 29.15 Decide to incorporate or legally register the Academy in the place that is considered most convenient to be considered as a Public Good Institution and exempt from tax obligations, and adopt the necessary legal procedures for its organization and those others who contribute to its maintenance with donations, bequests or contributions of any kind.
• 29.16 Consider and decide on any other topic included in the call.

Article 30

The Academy may hold Extraordinary Plenary Sessions, provided that the following conditions are met:

• 30.1 That the Board of Directors, in a vote requested by the President and carried out by email, considers that the reason for the convening is urgent enough and that the decision cannot wait for the next Ordinary Plenary Session.
• 30.2 That thirty percent (30%) of Full Members request an Extraordinary Plenary Session.
• 30.3 That the President of the Academy or the person who replaces him, submit the issues of the Agenda to the vote of all Full Members by email, and receive from them, within ten (10) days, the votes that support a specific decision.
• 30.4 That an attempt by the President of the Academy or whoever replaces him to submit the issues of the Agenda to the vote of all the incumbent Members by e-mail has failed, since they have not received from them, within ten (10) days, fifty percent (50%) of votes supporting a certain decision.

Article 31

The Extraordinary Plenary Session will have a quorum with the presence of ten (10) Full Members.

Article 32

The President, or in his absence, one of the Vice-Presidents shall preside over all Plenary Sessions of the Academy. The President or Vice President presiding over the Session will have a double vote in the event of a tie.

Title IX

BOARD OF DIRECTORS

Article 33

The Board of Directors is the Executive Authority of the Academy, composed and elected as follows:

• 33.1 The Board of Directors will consist of a President, a First Vice President, a Second Vice President, the Last President, the President Elect, a Secretary, a Treasurer, two Managing Members and two Alternate Members whose functions will last two years. With the exception of those who hold the positions of President, last President and President-Elect, the other members of the Board of Directors may be re-elected for up to two additional terms. In the event that it is necessary to reinforce the work of the Secretary and the Treasurer, the Board of Directors may appoint Full Members to fill the functions of Deputy Secretary and Deputy Treasurer. All members of the Board of Directors shall have the right to vote, except for the Deputies designated by the Board of Directors, who shall have only the right to speak, if they participate in Board meetings. All members of the Board of Directors must be Full Members or Emeritus Members of the Academy and will be elected in an Ordinary Plenary Session by the vote of the majority of the Full Members present.
• 33.2 The Board of Directors will be renewed in half in the biennial Plenary Sessions, as follows: in the first Plenary Session that takes place after the entry into force of this modality, the elected President, the First Vice President, the Secretary, a Managing Member and an Alternate Member, and also for two years, to begin their functions one year later: the Second Vice President, the Treasurer, a Managing Member and an Alternate Member. After this first renewal, all functions of the Board of Directors will last two years, and may be re-elected for only two additional terms. Two years must elapse before a Member can be re-elected in the same or another position.
• 33.3 If the President-Elect is unable to assume the office of President, this position shall be occupied by the First Vice President whose term of office coincides with that of the President-Elect who is unable to assume the position of President. This function will be temporary until such President-Elect is able to assume office. If the First Vice-President is impeached, the Second Vice-President, whose term of office begins in the following term, shall assume that function in accordance with the provisions of Article 41.
• 33.4 In cases where, due to the absenteeism of the Full Members, the number of members present is less than ten (10), the members of the Board of Directors will continue in their posts until an election is held, at an Ordinary or Extraordinary Plenary Session convened for this purpose, or by means of an email vote as provided for in paragraphs 29.3 and 30.1.
• 33.5 All issues related to the direction and administration of the Academy that do not require discussion and vote in the Ordinary Plenary Session or in an Extraordinary Session, will be decided by the Board of Directors by a majority.

Article 34

The functions and powers of the Academy's Board of Directors shall be as follows:

• 34.1 Perform all functions related to the direction and administration of the Academy.
• 34.2 Meet annually when convened by the President or when half of its members request it. Meetings via satellite television, Internet or other electronic media in which participants can interact while communicating, or a discussion and voting on Agenda issues carried out by email will be acceptable.
• 34.3 To elect, in the event of resignation, or cephaly, one or more Vice-Presidents from among their Managing Members.
• 34.4 Arrange for the addition of other Full Members to the Board of Directors to cover the functions of: Deputy Secretary and Deputy Treasurer. Regulate their roles and responsibilities. The Assistant Secretary should preferably be an Academician resident in the same country as the Secretary. Deputy Members shall have only the right to speak at Board meetings.
• 34.5 Appoint a Managing Member to replace the Secretary or Treasurer in the event of resignation, death, or incapacity to carry out their duties.
• 34.6 Consider rejoining the Academy of anyone who has lost membership due to non-payment of membership fees.
• 34.7 To approve the transfer to the status of Inactive in accordance with Article 21 or at the request of the Member himself or at the request of the Member himself and to resolve his reinstatement as provided for in Article 22.
• 34.8 Execute and monitor compliance with the decisions taken in the Plenary Sessions in accordance with the content of these Statutes.
• 34.9 Analyze the proposal submitted by ten (10) or more Full Members of a country, to create a Delegation or Chapter and send an informed recommendation to the Ordinary Plenary Session, including its economic sustainability.
• 34.10 Create temporary honorary committees or commissions with precise accountability instructions, coordinating, supporting and supervising their activities.
• 34.11 Propose to the Plenary Session the creation of specialized divisions, sections or institutes in which outstanding professionals who are not members of the Academy may join. Regulate your organization.
• 34.12 Appoint representatives to national, regional, or international meetings related to the engineering profession or related professions, and to meetings of national, regional and international organizations, without obligation to provide financial support to these delegations.
• 34.13 To propose to the Ordinary Plenary Session, the creation of salaried positions or functions or the contracting of services that are indispensable for the activity of the Academy, and the corresponding remuneration. Order the cessation of these services with just cause, informing the Ordinary Plenary Session. The payment of remuneration for these services must be included in the approved Annual Budget.
• 34.14 Confer special powers and revoke them at any time by informing the Ordinary Plenary Session. The President is the person authorized to legally represent the Academy by himself or through legal representatives.
• 34.15 Acquire by purchase or donation the assets essential for the activities of the Secretariat and for other offices created for the Academy. To the extent possible, these expenses should be included in the Budget.
• 34.16 Accept, on behalf of the Academy, bequests, grants and other types of contributions, as well as donations of property or property, dispose of their usufruct and propose their sale to the Ordinary Plenary Session.
• 34.17 Consider a draft Biennial Plan of Action and, where appropriate, a Five-Year Strategic Plan or its amendments in order to submit it to the approval of the Ordinary Plenary Session.
• 34.18 Consider at each meeting the Annual Balance for the period ended December 31 of the previous year and the Statement of Income and Expenditure prepared by the Treasurer the month before the annual meeting of the Board of Directors.
• 34.19 Consider the Annual Activity Report prepared by the President and submit it for the knowledge of all the Members of the Academy and the UPADI Board of Directors.
• 34.20 Order the registered minutes, the accounting books, the documents that belong to the Secretariat and the proof of the assets and assets for which the Board of Directors is fully and absolutely responsible, in order to deliver them, with an inventory approved by the Audit Committee to the new Board of Directors.

Article 35

The Board of Directors will meet at least once a year, preferably at the meeting of the UPADI International Board of Directors or with the Plenary Session of the Academy. You can also choose to meet, when most of your members agree to participate in congresses, seminars or conferences.

Article 36

The presence of the President, the Secretary and at least one other member, or the President and any three of the members of the Board of Directors, shall be considered a quorum for the meeting of the Board of Directors.

Article 37

Any or all of the members of the Board of Directors may be dismissed at an Extraordinary Plenary Session convened for that purpose by means of a written request from thirty (30%) percent of the Full Members. The vote of two-thirds of the Full Academicians present at the Session will be required.

Title X

ROLES AND RESPONSIBILITIES OF ACADEMIC AUTHORITIES

Article 38

The duties and responsibilities of the President are:

• 38.1 Presiding over the Academy and enforcing these Statutes. To represent the Academy before any private or public institution or organization of any nature and at all types of meetings where issues of interest to the Academy are discussed.
• 38.2 To convene and preside over the Plenary Sessions of the Academy, the Sessions of the Board of Directors, and if you deem it appropriate, to participate in the sessions of the Advisory Council and all the Committees or working groups that may be created.
• 38.3 Execute the Resolutions approved in the Plenary Sessions of the Academy.
• 38.4 Represent the Academy, legally in person or through legal representatives.
• 38.5 Organize and coordinate the human, financial, technical and material resources necessary to carry out the activities of the Academy.
• 38.6 Manage, together with the Secretary and/or Treasurer, the Academy's funds, properties and other assets. Authorize the payments and all disbursements provided for in the approved Budget.
• 38.7 Adopt, in agreement with the Secretary, all measures of an administrative nature not provided for in these Statutes, and report these decisions to the Board of Directors; sign the correspondence and official documents of the Academy.
• 38.8 Sign, together with the Secretary, or the Deputy Secretary, the minutes of all sessions held by the Academy.
• 38.9 Prepare an Annual Report on the Activities of the Academy that includes the results of its management in relation to the objectives and purposes expressed in these Statutes and to the decisions and directives approved by the Plenary Sessions.
• 38.10 Control and sign all documentation that must be submitted by the Secretary and the Treasurer at the Plenary Sessions of the Academy and at the meetings of the Board of Directors. Make sure that it is available thirty (30) days in advance of the respective meeting.

Article 39

The President-Elect's duties and responsibilities are:

• 39.1 Participate with voice and vote in Academy Sessions and Board of Directors Meetings.
• 39.2 Represent the President when he so requests.
• 39.3 Collaborate with the President in overseeing the activities of the Academy.
• 39.4 Participate with the President, the last President, the Secretary and the Vice-Presidents in the preparation of the preliminary version of the Biennial Plan of Action established in paragraphs 23.1 and 42.5.
• 39.5 Prepare, in consultation with the President, reports, press releases and press statements for publication or dissemination.

Article 40

The duties and responsibilities of the Last President are the same as those of the elected President.

Article 41

The Vice-Presidents shall replace the President in office when necessary, exercising all their rights, obligations and duties. If the President resigns, is separated, dies, or is permanently incapacitated, the First Vice-President and, in the event of impediment, the Second Vice-President shall hold office for the remaining term of office. The Vice-Presidents will also collaborate with the President in overseeing the activities of the Academy.

Article 42

The Secretary's duties and responsibilities are:

• 42.1 Attend all Academy Sessions and Board of Directors Meetings.
• 42.2 Represent the Academy when the President expressly requests it.
• 42.3 Direct the administrative staff, secretarial and support services and carry out on time all the activities entrusted to the Secretary or Secretariat of the Academy in these Statutes.
• 42.4 Prepare, in agreement with the President, the Agenda for Plenary Sessions and Board of Directors meetings and send appropriate invitations thirty (30) days in advance.
• 42.5 Prepare, in agreement with the President, the President-elect, the Last President and the Vice-Presidents, a preliminary version of the Biennial Plan of Action and send it by email to all Full Members who must express their opinion and provide other ideas and points of view. The Action Plan, together with the opinions of the Members, will be considered by the Board of Directors and a single project will be prepared to be debated and approved by the Ordinary Plenary Session.
• 42.6 Organize and oversee the Academy's archives and library and oversee the exhibition of art and other objects of the Academy's heritage.
• 42.7 Oversee the publication of newsletters, brochures, books and magazines and ensure that they are sent to all Members. Organize and update an institutional website or other electronic medium to inform and disseminate activities.
• 42.8 Keep an up-to-date record of all members and their different categories, including biographical backgrounds, addresses, telephone numbers and other relevant information. The registration is confidential and cannot be marketed.
• 42.9 Act as coordinator in commissions, committees and working groups.
• 42.10 Organize and exercise the function of secretary at Plenary Sessions and at meetings of the Board of Directors, drafting the corresponding minutes and authenticating them with your signature and that of the President.
• 42.11 Prepare all legal, technical, administrative or informational documentation that must be considered at Plenary Sessions and meetings of the Board of Directors. Draft the corresponding Minutes and sign them with the President.
• 42.12 Prepare, in consultation with the President or other authorities of the Academy, press releases, reports and summaries of activities for publication or dissemination.
• 42.13 Keep records of the Minutes, up to date, and ensure that the appropriate authorities sign them.
• 42.14 Perform other functions required or delegated to it by the President.

Article 43

The functions described in the paragraphs of Article 42 may be partially delegated if the Board of Directors so decides to a Deputy Secretary.

Article 44

The Treasurer's duties and responsibilities are:

• 44.1 Organize and exercise the financial administration and accounting of the Academy, keeping the mandatory accounting books under its responsibility. The Treasurer may delegate accounting operations to an elected Deputy Treasurer in accordance with paragraphs 33.1 and 34.4 of these Statutes.
• 44.2 Ensure that Members meet their financial obligations to the Academy. Sign statements, and certify invoices and receipts.
• 44.3 Collect membership fees, donations, grants and any other contributions, and determine, in agreement with the President, disbursements of funds.
• 44.4 Keep under your direct supervision and responsibility the assets of the Academy, its funds, securities, and possessions.
• 44.5 Prepare the Biennial Budget in accordance with paragraph 24.1 for consideration by the Ordinary Plenary Session. Send it thirty (30) days in advance of the Session, to all Full Members.
• 44.6 Prepare and sign the Annual Balance for the period ended December 31 of each year and send it to the members of the Board of Directors thirty (30) days in advance of the annual meeting. Send to the members of the Audit Committee 30 days in advance the Annual Balance Sheets for the two periods prior to the Regular Plenary Session by email so that they can be considered at that Session.
• 44.7 Prepare a Report with the Statement of Income and Expenses for the month before each meeting to be presented at the Annual Meeting of the Board of Directors.
• 44.8 Keep the record of Members up to date with the status of their accounts and report regularly to the President and prepare a Report for the Board of Directors and the Regular Plenary Session.
• 44.9 Perform other functions as required by the President.

Article 45

The duties and responsibilities of Managing Members are:

• 45.1 Attend Board meetings with the right to voice and vote
• 45.2 Perform the functions or tasks that the Board entrusts to them.
• 45.3 Replace the Secretary or Treasurer in the event of resignation, death, or inability to operate the position and cover the responsibilities of that position, as directed by the President.

Article 46

It is the duty and responsibility of Alternate Members to replace, at the request of the President, the Managing Member who is temporarily or permanently absent.

Title XI

ELECTION COMMITTEE

Article 47

The Election Committee is the body within the Academy that must analyze and decide on the proposals of new Members, whether Holders or Associates, as established in Article 18.

• 47.1 The Election Committee shall consist of three members, one of whom will be appointed President and there will also be three alternate members, all appointed by vote in an Ordinary Plenary Session. All of them must be Tenured or Emeritus Academics. The alternates will replace the incumbents in the manner decided by the President of the Academy in cases where they are unable to perform their functions.
• 47.2 Election Committee members must comply with established time limits to analyze proposals and issue justified opinions regarding the eligibility of a person nominated as a Full or Associate Member and recommend their acceptance or non-acceptance.
• 47.3 A nominated person will be considered a Candidate if accepted by the Election Committee with the favorable vote of two of its members. The Secretariat will take due care to maintain the secrecy of the vote and the confidentiality of the opinion.
• 47.4 No member of the Election Committee can excuse himself from casting his vote with his justified opinion if he does not accept a nominee. If you do not do so in time, for reasons worthy of consideration, your opinion will be considered favorable.

Title XII

ADVISORY BOARD

Article 48

The Academy will have an Advisory Board that will be composed of all former presidents who are still members of the Academy in any of the categories.

Article 49

The functions of the members of the Advisory Council shall be:

• 49.1 Advise the President or the Board of Directors in writing or otherwise, when requested.
• 49.2 Issue opinions on the operation of the Academy and make this opinion known to the Board of Directors and all Members.
• 49.3 Assume the Management of the Academy in the event of the resignation of all members of the Board of Directors, until the next election of authorities. In this case, one of its members must hold the presidency of the Academy.

Title XIII

AUDITING COMMITTEE

Article 50

The auditing of the accounts, supervision of the financial-economic operation, and the supervision of assets and assets will be carried out by an Audit Committee consisting of two (2) Members. One of them will be a Member of the Academy in any category chosen in the Ordinary Plenary Session and the other will be a person appointed by the President of UPADI. The term of their functions will be renewed simultaneously with those of the Academy's Board of Directors.

Article 51

The duties and powers of the Audit Committee are as follows:

• 51.1 Examine the Academy's documents and accounting books at least once before the Ordinary Plenary Session is held.
• 51.2 Attend meetings of the Board of Directors with voice but without vote when the Board deems it appropriate and participate with voice in the Ordinary Plenary Sessions.
• 51.3 Oversee the management of assets and assets, the position of funds, and the existence of bonds and stocks of all kinds.
• 51.4 Verify compliance with the laws of the country in which the Academy Headquarters is established. Ensure compliance with the Statutes and Regulations, especially in relation to the rights of Members.
• 51.5 Review the Annual Balance Sheets for the two years prior to the Ordinary Plenary Session that the Treasurer will send by email thirty (30) days in advance of that Session and request from the Treasurer all the clarifications that each member of the Committee deems appropriate. Approve with your signature the Balance Sheets that will be presented at the Ordinary Plenary Session. If the Audit Committee is unable to issue a single opinion, each member can do so independently. The opinions will be submitted to the Plenary Session for consideration.
• 51.6 Request that the Board of Directors convene an Extraordinary Plenary Session when it deems it necessary, and inform the UPADI International Board of Directors of the reasons for supporting the request.
• 51.7 Request the President to convene an Ordinary Plenary Session of the Academy when the Board of Directors fails to do so.
• 51.8 Approve the inventory of all Secretariat and Treasury documents with proof of the Academy's assets and assets, which in accordance with paragraph 34.20 must be transferred by the outgoing Board of Directors to the new Board elected in accordance with these Statutes.
• 51.9 In the event of the dissolution of the Academy, oversee the liquidation of the Academy and the disposal of its assets.
• 51.10 The Audit Committee will take the precaution of exercising its functions in order not to hinder the normal management and administration process of the Academy.

Title XIV

ASSETS

Article 52

The assets of the Academy will consist of:

• 52.1 The membership fees and initial membership fees paid by Members.
• 52.2 The assets and properties that the Academy purchases or receives as a donation and the benefits that result from their sale or rental.
• 52.3 The donations, bequests, and grants you may receive.
• 52.4 Contributions received in payment for services and work carried out by special agreements in the host country or with international institutions and organizations.
• 52.5 Surplus funds obtained at public meetings, conferences, forums and other activities carried out by the Academy.
• 52.6 The income generated by investments.

Article 53

The Academy has the legal capacity to purchase goods and properties, incur obligations and carry out transactions of any kind with public or private banks or financial institutions in the Host Country or in any other country.

Title XV

REFORM OF THESE STATUTES

Article 54

These Statutes may be amended by decision of an Extraordinary Plenary Session convened for this purpose, when:

• 54.1 Thirty (30%) percent of Full Members request it.
• 54.2 When requested by the Board of Directors.

Article 55

Any draft amendment must be sent to Members of all categories of the Academy ninety (90) days in advance of the Extraordinary Plenary Session to be considered, indicating what articles it intends to reform and why. The reforms must be approved by two-thirds of the Full Members present at the Session.

Article 56

Any matter not contemplated in this Statute, or the interpretation of the provisions established therein, will be resolved by the unanimous vote of the Full Members present at the Ordinary Plenary Session, when the topic is included in the Agenda of the Session.

Title XVII

OFFICIAL LANGUAGES

Article 59

The official languages of the Academy will be Spanish, English and Portuguese.

Title XVIII

TRANSITIONAL PROVISIONS

Article 60

The validity of these Statutes will begin as soon as they are approved in an Extraordinary Plenary Session. The decisions to be taken at the Ordinary Plenary Assembly convened below will be in accordance with the provisions of these Statutes.

Article 61

Any person resident in any country of the Americas who was elected and incorporated into the Academy as a Corresponding Member during the validity of the previous Statutes, will become a Full Member with all the rights and obligations established in these Statutes. To testify to your inclusion in this category, you will personally receive the respective Diploma and Medal that accredits you at an Incorporation Ceremony, and you must confirm your participation to the Secretary sixty (60) days before the Ceremony.

Any matter not contemplated in this Statute, or the interpretation of the provisions established therein, will be resolved by the unanimous vote of the Full Members present at the Ordinary Plenary Session, when the topic is included in the Agenda of the Session.

Statutes Approved by the UPADI Board of Directors, San José, Costa Rica, 1996

Modified by the Extraordinary Plenary Session of the Academy, Mexico City, Mexico, 2004 Modified by the Extraordinary Plenary Session of the Academy, Brasilia, Brazil, December 2008 Modified by the Extraordinary Plenary Session of the Academy, Rio de Janeiro, Brazil, December 2011