<<<Regresar

Carta en inglés del asesor legal de Aipeuc a Daniel Jara

March 30, 2005

Mr. Daniel Jara
President, AIPEUC
Hackensack, N.J. 07601

Dear Mr. Jara:

This letter is in response to your request for advice regarding the document titled:
“RESOLUCION DE LOS PRESIDENTES DE CAPITULO DE LA ASOCIACION
DE INSTITUCIONES PERUANAS EN LOS ESTADOS UNIDOS DE AMERICA
Y CANADA” dated March 23, 2005.

Please be advised that the aforementioned document has no legal validity whatsoever.
The Board of Directors is the sole entity in charge of the administration and affairs of
AIPEUC, pursuant to Chapter VII of its Articles of Incorporation. This is in accordance
with Florida law. Specifically, Section 617.0801 of the Florida Not For Profit Corporation
Act (the “Act”) provides that: “All corporate powers must be exercised by or under the
authority of, and the affairs of the corporation managed under the direction of, its board
of directors, subject to any limitation set forth in the articles of incorporation.” There are
no limitations AIPEUC’s Articles of Incorporation. The aforecited provisions are
common, and represent the law in all 51 jurisdictions in the United States.
AIPEUC’s Chapters are each in charge of their own administration at the local level, per
Chapter VIII of the Articles of Incorporation. The Chapters do not have any authority at
the national level. Thus, the above “Resolucion” has no force or effect.
It should be noted that Article 617.0808 of the Act, which is cited in the document you
have asked me to review, applies to Members of AIPEUC, i.e. the general membership,
not to Chapter Presidents or anyone else. It has no relevance in this context.
In closing, I should also mention that on March 17, 2005, I was invited by certain Chapter
Presidents to discuss the current situation with AIPEUC. I spent two and half hours
listening to their complaints and answering their questions. 

They offered many general comments, but few concrete facts. I offered to mediate at a meeting
between them and you. I suggested that each one of them place two or three concrete items on the
agenda that they want resolved, with the objective of satisfying their needs, and reaching a
constructive solution. 

I told them that we are restructuring the Articles and the Bylaws,
and that it is my recommendation that the Chapter Presidents play a more important role
in AIPEUC within an amended and modernized structure. I asked for their input on this,
so that they would in the future have more authority in the association.

The Chapter Presidents agreed to think about having a meeting with you and participating
in reforming the Articles and Bylaws, and advise me of their decision. Not one of them
called me. It is now my impression that their intention was to “pick my brain” to figure
out how that could work against the President of AIPEUC, not to work toward any
constructive solution. It was my repeated and sincere advice to the individuals at that
meeting that they work within the structure of the institution in a constructive manner,
rather than attempting some kind of “golpe de estado”. Obviously, they have opted for the
latter.
I would respectfully recommend that the document discussed in this letter be placed on
the agenda at the next board meeting for discussion, and that the Board act accordingly.
If you are in need of anything further, please do not hesitate to communicate with me at
your convenience.

Regards,

James P. Gagel
Legal Advisor.

Nota de redacción: Para mejor comprensión, se ha añadido al título de la página principal y ésta, "de Aipeuc" porque este documento está dirigido del firmante Legal Advisor a Daniel Jara. 04 abril 2005