General Inspection of Justice General Resolution No. 18/2020: Civil (Non-profit) Associations – Extension of the due date on terms from administrative, governing, and auditing bodies.
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Company Law Department Report | General Inspection of Justice General Resolution No. 18/2020: Civil (Non-profit) Associations – Extension of the due date on terms from administrative, governing, and auditing bodies
Dear Sir or Madam,
General Inspection of Justice (IGJ for its initials in Spanish) General Resolution No. 18/2020, published in the Official Gazette on April 29th, extends the due date on mandate terms of administrative, governing, and auditing bodies for a 120 calendar day period as from their date of its publication. Furthermore, the resolution herein mentioned addresses the following:
In the case of Civil Associations (Non-Profits) with more than one slate, because of democratic reasons and due to the application of the IGJ’s Model By-Laws and its supplementary in the National Electoral Code, an anonymous vote from its members shall be required.
Notwithstanding that stated by IGJ Resolution No. 11/2020, IGJ’s Civil Entities Office has not yet found a platform that absolutely ensures an anonymous vote in cases in which two or more slates are submitted.
In this sense, considering that it is not feasible to incur in a vote with the adequate legal democratic guarantees, the term for mandates in force on the initial day of quarantine shall be extended, until the regular functioning of institutions is again possible.
Without limiting the foregoing, institutions which continue to meet by terms set in IGJ (G) Resolution No. 11/2020, shall elect their authorities in that manner, provided that only one slate is submitted. It shall also be adequate that on the normalization meeting -once the quarantine is lifted- the date of finalization of terms shall be specified.
Considering the aforementioned, it is resolved to extend terms for members of managing, deliberative, auditing, and representative bodies from labor associations, federations, and confederations registered under the National Authority for Labor Associations, reporting to the Ministry of Labor, Employment and Social Security, for a 120 calendar day period.
In that same regard, the National Institute for Associations and Social Economy (INAES, for its initials in Spanish), has provided, through Resolution 145/2020, that during the emergency situation declared by Emergency Decree 297/2020, which hinders normal institutional operations for cooperative and mutual associations, both summoning and celebration of meetings shall be postponed; and members from managing bodies, and private auditors for said associations shall remain in their positions until replaced by meetings which shall take place once this measures taken are finalized.
The Resolution shall come into force on the date of its publication.
Should you require any further information on this matter, please do not hesitate to contact us.
Sincerely,
Fernanda Mierez
Miguel M. Silveyra
Miguel C. Remmer