Internal regulations

It defines the internal operating rules of the Club’s members. It complements the bylaws and cannot go against them. Read it in full, go straight to a chapter or download the PDF.

What it regulates
Admission and withdrawal of members, rights and duties, governance regime, working committees, amendment of the rules and conflict mediation.
Version
Text published in February 2021 (4 pages, 70 KB PDF). See the current bylaws for the most recent rules.
If there are differences
The bylaws prevail: the regulations themselves state that they may in no case go against what is defined in the bylaws.
Content

Chapter IThe association in general

Article 1

The CGRRD is a private, independent and non-political non-profit association, not affiliated with any body or institution, governed by the provisions of Law No. 122-05, its Internal Bylaws, these internal governance regulations and all the rules established by the regulations that apply to it.

Article 2

The CGRRD’s purposes are those defined in Article 2 of the bylaws, which generally consist of fostering culture, the exchange of ideas, experience and comparison of opinions among partners on best practices in risk management, and thereby being an active promoter of strengthening the financial sector as a whole.

Chapter IITypes of members and their admission

Article 3

Any legal entity or individual who, through their economic or professional activity, manages risks may be a member of the CGRRD, as set out in the bylaws and these regulations, since it is desirable that the association’s professional teams be properly specialized, interested in continuing education, and that their personal development be encouraged, guaranteeing equal opportunities.

They will be classified as follows:

Founding Members: The persons who took part in creating the Association and who are named in the Bylaws hold the status of founding partners of the CGRRD and are full members of the Board of Directors. Founding members will take an active part in running the Club, contributing their experience and knowledge, proposing activities and courses, taking part in the events that are held and in the committees and working groups that are formed.

Sponsor Members: The legal entities described in article 16 of the Bylaws that so request and are admitted as such by the Governing Board will have the status of sponsor members. They will provide financial, academic or any other support for the upkeep of the Association or the fulfillment of its purposes. They may take part in the meetings and events that are held. If they are legal entities, they will appoint a person to represent them before the Association.

Regular Members: Individuals of legal age, with full legal capacity who, meeting the conditions set out in the Bylaws, request it and are admitted by the Board of Directors.

Honorary Members: Individuals or legal entities who, proposed by the Board of Directors, are admitted by the General Assembly as such on the basis of merits or special services rendered toward achieving the Association’s purposes will have the status of honorary members.

Honorary members may attend meetings of the Board of Directors, by invitation of the President and with a voice but no vote; they cannot be elected to executive positions, nor are they subject to the other duties and rights held by the Club’s founding, regular or sponsor members.

Article 4

Persons interested in belonging to the CGRRD must complete the application form provided, stating in it the credentials that make them suitable to be part of the Association.

Article 5

The application for admission must be considered by the Board of Directors, which will record in the minutes the positive or negative decision and the reasons behind it. If a negative report is given, the candidate will have 30 days to submit an appeal documenting or supporting the weaknesses noted.

Article 6

Once the new member is admitted, the Secretary of the Board of Directors will register them in the CGRRD’s register of members and provide the member credentials.

Article 7

A report on the entries and exits of members during each period must be presented annually to the General Assembly.

Chapter IIIRights and duties of members

Article 8

In general, members will have the following rights in the association:

  • Take part in the CGRRD’s activities and social events.
  • Attend the General Assemblies with voice and vote, with the option of delegating their vote, in accordance with the rules established for that purpose by the Board of Directors.
  • Elect and be elected to the Board of Directors (a maximum of twelve members, among founding members and regular members)
  • Hold a copy of the bylaws and of these regulations from the time they join the association. This may be in any physical or digital medium used by the CGRRD and accepted by the members as a reliable means.
  • Be duly informed of the resolutions adopted by the Board of Directors and the CGRRD’s Committees.
  • Request, through a reasoned petition, access to the association’s internal documentation, provided it has been completed by the internal body that generates it and approved by the Board of Directors to be shared with the full CGRRD.
  • Sponsor Members have brand presence and public mention at all events held by the CGRRD. They enjoy the advantages and benefits that the Club may offer them.
  • Freely express their opinions and make proposals on matters relating to the CGRRD’s purposes.
  • Use the Club’s services and facilities, and be part of the committees and representations for which they are chosen.

Article 9

Members will have the following obligations, which are detailed in the Bylaws:

  • Comply with the precepts set out in the Bylaws and these Regulations, as well as the resolutions adopted by the Board of Directors and the various committees.
  • Pay the fees determined, on time and in the proper form.
  • Cooperate in the development of the CGRRD and in the proper carrying out of the activities determined.
  • Perform the functions entrusted to them for the smooth running of the association.

Chapter IVLoss of member status

Article 10

Members may request voluntary withdrawal at any time. This request must be made in writing and must be dealt with at a meeting of the Board of Directors, which will approve the withdrawal without further formalities.

Article 11

Members may be removed from the CGRRD for any of the reasons described in article 17 of the Bylaws

Paragraph 1: If a member holds an elected political office or a conflict of interest arises in any form, they will be classified in the inactive member category for as long as the reasons that gave rise to the change of category remain.

Paragraph 2: An inactive member is an individual who is temporarily disqualified from exercising their rights because their occupations are linked to the public sector or to a political party through an elected office.

Paragraph 3: Inactive members will not be eligible to be members of the Board of Directors and may take part in General Assembly meetings, without voice or vote; in the working committees of which they are already a member, they may take part with a voice, and may not join other committees, except for exceptions approved by the Board of Directors. This does not prevent them from taking part in the CGRRD’s activities and using the ancillary membership benefits.

Paragraph 4: The inactive member’s annual fee will be half of the annual membership fee set by the Board of Directors.

Article 12

In any case, expulsion cases must be handled by the Board of Directors, which must document a report justifying the motion for expulsion. It must be agreed upon after hearing the person concerned.

Chapter VGovernance regime

It seeks transparency in the conduct of the General Assembly, the Board of Directors and all its staff; as well as in decision-making and the delegation of authority; and also to ensure awareness of the significance of the Club’s contribution to the general interest in risk management.

Likewise, this transparency must be reflected in opening its facilities and projects to society, in creating and maintaining active and accessible lines of communication with its environment, in preparing annual reports or other documents reporting on the activity carried out by the CGRRD, in fulfilling its reporting obligations to its members and in scrupulous accountability to the authorities and members.

Article 13

The Governance Regime will be made up of and will act in accordance with what is established in Chapter IV of the Bylaws.

Article 14

The General Assembly will be validly constituted on first call with the presence of half plus one of the members and on second call with the presence of 1/3 of them.

Article 15

The agenda is prepared by the President, in accordance with the guidelines of the Board of Directors and the requests of the members. The agenda will be sent to all members at least 01 days before the Assembly is held.

Article 16

Resolutions must be presented by a member who will act as proposer and must be seconded by someone else. This condition does not apply to those presented by the Board of Directors.

Chapter VIIIWorking committees

Article 17

The Board of Directors will approve and review as often as necessary the Regulations and Operating Manual of the CGRRD Working Committees, which will govern the appointment and operation of the different committees defined for the proper performance of the operational and strategic objectives.

Article 18

The general policies and objectives for establishing the committees must be defined in those regulations, as well as the specific ones for each type of committee defined.

Chapter IXAmendment of the bylaws and of the internal governance regulations

The CGRRD is the result of the founding decision reflected in the Bylaws, which are its governing rule by making explicit the will of those who created it as to the mission it is to fulfill. That commitment must be kept with complete fidelity, but without prejudice to accepting that the general-interest purposes set out in the objectives may need adaptations and adjustments over time, given the complexity and changing nature of the social environment and the risks of obsolescence.

Article 19

Amendment of the bylaws or of these regulations may be made on the initiative of the Board of Directors or of 2/3 of the members.

Article 20

The Board of Directors will set an amendment period for the text; amendments must be sent to the Secretariat 60 days in advance and circulated to all members.

Article 21

Once the bylaws or these regulations have been amended, as the case may be, the Board of Directors must provide members with the amended texts.

Chapter XConflict mediation

Article 23

Best practices and good-faith conduct will be applied in seeking to resolve conflicts of interest that may arise within the CGRRD’s scope of action. For that reason, cordiality and the willingness to reach understanding between the parties facing the conflicts will be encouraged and fostered.

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The published text keeps the numbering of the original document, which does not include chapters VI and VII or article 22. For a copy with the signatures and the original format, use the PDF.

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Club de Gestión de Riesgos de la República Dominicana

A non-profit association that promotes risk culture and best practices in the Dominican financial system.

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