Chapter V
Administration

Article 19: The American Society shall be administered by a Board of Governors composed of 24 regular members, of which at least 20 shall be Active Members and up to 4 may be Associate Members, plus an Honorary President and an Honorary Vice-President. Half of the Governors shall be elected every year at the Annual General Meeting for a term of two years.

Sole Paragraph — The United States Ambassador for Brazil shall be the Honorary President of the Society and the United States Consul General in São Paulo, the Honorary Vice-President, both of whom shall be entitled to participate in and vote at meetings of the Board of Governors.

Article 20: Nomination of members to serve on the Board of Governors shall be made by a Nominating Committee whose functions are set forth more fully in Chapter VI.

Article 21: Only Members in good standing, the United States Ambassador in Brazil, and the United States Consul General in São Paulo, shall be eligible to serve on the Board of Governors.

Article 22: From the 24 regular Governors, four will be elected to serve as Officers: President, Vice-President, Secretary, and Treasurer.

Paragraph 1 - Only Active Members in good standing shall be eligible to serve as Officers. To be President, the Active Member must also be a United States citizen.

Paragraph 2 - The term of office of the Officers shall be a consecutive period of 24 (twenty four) months or until such time as new Officers shall have been elected and taken office. Officers shall be elected at the Annual General Meeting in alternate years, beginning with the Annual General Meeting held in April of 2003.

Article 23: Members of the Board of Governors shall be eligible for reelection. However, no officer shall serve consecutive two-year terms in the same office.

Sole Paragraph – Governors elected to replace on-going terms, as per article 24, are eligible to be reelected for 2 additional consecutive terms on the Board of Governors, in case the remaining term of the Governor replace is less than 1 (one) year. In case the term is longer than a year, the Governor shall only be eligible for one reelection.

Article 24: In the event a vacancy shall occur on the Board of Governors, candidates to fill the vacancy shall be proposed by the Nominating Committee as set forth in Article 35 below and shall be voted on by the Board of Governors at the regular monthly meeting at which such notice of vacancy is officially presented to the Board. The candidate so selected shall serve until the end of the term of the Governor whom he replaced.

Sole Paragraph — If a member of the Board of Governors shall be absent from three consecutive Board meetings without notice or for reasons which are considered insufficient, the Board may declare his seat vacant and the vacancy thus created shall be filled by the Board of Governors for the unexpired portion of the term following the procedure described in this Article 24.

Article 25: The Board of Governors shall determine the dates on which it shall hold its regular meetings. The President may call special meetings of the Board of Governors whenever deemed necessary.

Article 26: Twelve members shall constitute a quorum of the Board of Governors at any of their meetings. Except where otherwise stipulated in these bylaws, measures to be made effective by the Board of Governors shall require the approval of the majority of those present at a Board of Governors meeting at which a quorum shall be present and acting throughout.

Article 27: The principal organizations which serve the American community in São Paulo, as determined by the Board of Governors, may be invited to designate a representative to attend, ex-officio, regular Board meetings of the American Society.

Paragraph 1 — Such representatives shall be members in good standing of the Society.

Paragraph 2 — Such representatives may attend the meetings of the board of governors, but with the exception of those who also have been duly elected as members of the Board of the Society, shall not propose nor vote on resolutions.

Article 28: The President shall be the Chief Executive Officer and legal representative of the American Society and shall have all powers incident thereto not in conflict with these bylaws or resolutions of the Board of Governors. The President may from time to time delegate his power of legal representation with the approval of the Board of Governors. His specific duties shall include:

a. To preside at General Meetings of the members and meetings of the Board of Governors;

b. To represent the American Society before third parties and all government authorities and departments;

c. To supervise the employees of the Society and to make recommendations to the Board regarding hiring, dismissal and salary adjustments;

d. To sign, together with another Officer, all official documents of the American Society;

e. To establish bank accounts in the name of the American Society and determine by whom and the manner in which such accounts shall be operated;

f. To call Annual and Extraordinary General Meetings and special meetings of the Board of Governors in cases of need;

g. To present a report on the activities of the American Society for the preceding year at the Annual General Meeting; and

h. To represent the American Society as Plaintiff or Defendant, in or out of Court.

Article 29: The Vice-President, the Secretary, and the Treasurer shall, in the order named, exercise the powers and perform the duties of the President in the case of his absence from São Paulo or incapacity.

Article 30: The Secretary shall be responsible for the records of the American Society, except those for which the Treasurer is responsible.

Article 31: The Treasurer shall be responsible for the funds of the American Society and shall present a financial statement at the Annual General Meeting and/or on any other occasion as may be specified by the President.