Organic Law of the National Commission for Human Rights Protection

The Honduran College of University Professionals in Public Accounting (COHPUCP) is hereby established, with headquarters in the city of Tegucigalpa, Municipality of the Central District, department of Francisco Morazán, with legal personality and its own assets.

The Honduran College of University Professionals in Public Accounting (COHPUCP) shall be governed by this Law and its regulations, by the Law of Mandatory Professional Membership, and in matters not provided for herein, by the laws of the country that are applicable to it.

The Honduran College of University Professionals in Public Accounting (COHPUCP) has the following purposes:

• a)

  To regulate the practice of University Professionals in Public Accounting throughout the Republic;

• b)

  To protect and defend the freedom of practice and the professional rights of the College's members;

• c)

  To supervise and sanction the conduct of its members in the exercise of the profession;

• ch)

  To promote and encourage the cultural advancement of its members with the aim of enhancing the profession of Public Accounting and ensuring that it fulfills the social function that corresponds to it;

• d)

  To promote constant communication between its affiliates and universities and institutions of higher learning, with the aim of achieving mutual cooperation in technical, administrative and academic aspects;

• e)

  To collaborate with the State and with the National Autonomous University of Honduras, in the fulfillment of its public functions insofar as it may be pertinent to them;

• f)

  To participate in the study and resolution of national problems;

• g)

  To foster solidarity and mutual aid among members;

• h)

  To promote relations between members and similar organizations at the International level to encourage the exchange of knowledge on a permanent basis, especially at the Central American level, and;

• i)

  Any other activities for the benefit of the profession and of the members.

The Honduran College of University Professionals in Public Accounting (COHPUCP) is composed of:

• a)

  Professionals graduated in Public Accounting from the National Autonomous University of Honduras (UNAH), and those who hold equivalent degrees issued by other universities legally established and recognized by the National Autonomous University of Honduras;

• b)

  Graduates from abroad whose degrees are recognized by the National Autonomous University of Honduras (UNAH);

• c)

  Foreigners with legal residence in Honduras who hold the title of Public Accountant or its equivalent recognized by the National Autonomous University of Honduras (UNAH), provided that there is reciprocity in their respective country of origin and while they remain in Honduras, and;

To be a member of the College the following is required:

• a)

  To be in full enjoyment of civil rights and to comply with the precepts established in this Law;

• b)

  To present a valid academic degree and the respective legal documentation, and; b) To pay the registration fee and the other fees established in this Law and its regulations. The College shall maintain a registry of members and the secretary shall issue the corresponding certificate and credential of affiliation.

Any member may withdraw temporarily or permanently from the College, provided that they are current with their obligations to the College and do not have pending cases before the Court of Honor, and shall be prohibited from practicing the profession while their withdrawal from the College remains in effect. Similarly, they may be reinstated in accordance with this Law and its regulations.

The following cannot be members of the College:

• a)

  Those who do not meet the requirements established in this Law, and;

• b)

  Those who, in accordance with the laws of the country, are deprived of the enjoyment and exercise of their civil rights.

Temporarily lose their status as members of the College:

• a)

  Those who request their temporary withdrawal in accordance with the provisions of Article 6, and;

• b)

  Those who have been sanctioned in accordance with the provisions of this Law.

The members of the Honduran College of University Professionals in Public Accounting may perform in the exercise of professional practice, among other activities, the following:

• a)

  Acting as an officer or employee in entities of the public or private sector, holding positions such as:

  • 1)

    General Accountant;

  • 2)

    Internal Auditor;

  • 3)

    General Comptroller;

  • 4)

    Financial Analyst;

  • 5)

    Financial Advisor;

  • 6)

    Financial Manager;

  • 7)

    General Manager;

  • 8)

    Budget Analyst;

  • 9)

    Tax Auditor;

  • 10)

    Audit Assistant;

  • 11)

    Accounting Assistant;

  • 12)

    Credit Analyst, and;

  • 13)

    Computerized Systems Audit, and;

• b)

  Acting independently to render opinions, issue reports or opinions derived from the following activities:

  • 1)

    Audit of Financial Statements;

  • 2)

    Administrative or Operational Audit;

  • 3)

    Audits, reviews and special investigations of accounting books and records;

  • 4)

    Preparation of reports and special reports on accounting and financial transactions;

  • 5)

    Execution of audits, reviews and special works of State institutions, both centralized and decentralized, banks, insurance companies, stock exchanges and financial institutions regulated by the State;

  • 6)

    Issuance of opinions on matters concerning areas of their competence in the constitution, liquidation, merger, bankruptcy and other similar acts of all kinds of partnerships;

  • 7)

    Preparation of consulting work related to diagnoses and preparation of manuals on accounting systems, as well as the implementation of the same, and;

  • 8)

    Other work related to related accounting techniques, in which the Public Accountant renders an opinion, expressing to have exercised their condition as such, independently.

To hold the positions mentioned in Article 9 of this Law, it is mandatory that University Professionals in Public Accounting be members of the Honduran College of University Professionals in Public Accounting.

Members may practice their profession individually or in association.

The opinions and reports issued by members individually or in association shall be signed by the professional responsible for the report or opinion including the membership number, and furthermore, shall be countersigned by the signature of the legal representative of the company or entity in question.

Members may not exercise Public Accounting independently in cases involving natural or legal persons to whom they provide their professional services as Accountants or in charge in some form of accounting, or in matters in which they have a direct interest. Nor in those concerning their spouse or other relatives within the fourth degree of consanguinity or second degree of affinity or partnerships in which they participate.

Members, when expressing their opinion regarding the financial statements they have examined or when presenting any other professional information, must act with the greatest diligence and professional ethics. Irregular conduct is considered to be:

• a)

  Omitting a fact that they know and it is necessary to disclose so that the statements or their reports show their true condition;

• b)

  Incurring negligence in the execution of their professional work or in rendering the corresponding report;

• c)

  Not obtaining sufficient information to justify the opinion they sustain, and;

• ch)

  Not reporting regarding any serious deviation from generally accepted accounting principles or regarding any omission in generally accepted auditing procedures and applicable in the circumstances of the particular case. In sum, the reports and documents presented by the Public Accountant shall contain the expression of their reasoned judgment, without concealing or misrepresenting the facts in a manner that could mislead.

Members shall not express an opinion regarding the financial statements nor present any type of professional information without having conducted an adequate examination in accordance with professional standards and those recommended by the College. They shall not sign such statements or reports without including an opinion drafted in such a manner as to clearly express their opinion.

University Professionals in Public Accounting have the obligation to maintain professional secrecy and not to disclose for any reason the facts, data, or circumstances that come to their knowledge in the exercise of their profession, unless authorized by the interested party or parties, or required to do so by competent authority. In these cases, they must safeguard their responsibility in a manner that leaves no room for doubt. However, they may consult or exchange views among members of the College on matters of professional judgment or doctrine, without identifying the persons or businesses involved.

Collegiate members may not grant, directly or indirectly, commissions, royalties, participation in fees or profits from their work to persons other than their employees or partners. They may also not accept commissions or remuneration of any kind from persons whose services or products are the subject of transaction, agreement, or arrangement with their client.

Collegiate members shall clearly indicate to their clientele the scope of their work and the inherent limitations, endeavoring to provide the best service without detriment to their independence and professional dignity.

Collegiate members and Public Accounting firms shall not solicit work from clients of other Public Accountants. However, they have the right to serve those who come to them seeking their services or advice.

Collegiate members and Public Accounting firms may advertise, but without making a display of their knowledge or noting that they or their offices have the best capacity.

Collegiate members shall build their reputation on honesty, diligence, and professional capacity, observing the highest standards of ethics in all their acts, as well as proper decorum in their private life.

Members of the Honduran College of University Professionals in Public Accounting, in the exercise of the profession, shall sign the financial statements, clearly and expressly indicating the position they occupy within the company.

Commercial entities legally constituted in Honduras that engage in the practice of Public Accounting must register with this College, submitting a written application with the following information:

• a)

  Name of the professional society or firm;

• b)

  Copy of the articles of incorporation;

• c)

  Registration with the competent Commercial Registry;

• ch)

  List of partners or name of the owner;

• d)

  Legal representative;

• e)

  Curriculum vitae of the technical personnel of the firm;

• f)

  Proof of payment of the registration fee in accordance with what the respective regulations determine; and,

• g)

  Certificate of solvency of the collegiate members providing professional services to the firm or company.

Public positions for which the Law requires the qualification of University Professionals in Public Accounting, even if with interim or alternate character, may only be held by those who are duly registered with and in good standing with the College.

Collegiate members have the following obligations:

• a)

  To respect and faithfully comply with the laws, regulations, and resolutions issued by the College in the exercise of the profession;

• b)

  To fulfill the assignments entrusted to them, except in cases of duly justified impossibility;

• c)

  To promote and exercise professional practice aimed at the improvement and prestige of the profession;

• ch)

  To attend General Assemblies, ordinary and extraordinary, in person or through a representative;

• d)

  To pay promptly the ordinary and extraordinary fees or contributions agreed upon by the General Assembly; for the exercise of the right to vote it is essential to be in good standing with the College;

• e)

  To report to the Board of Directors, University Professionals in Public Accounting who illegally practice the profession; and,

• f)

  To maintain the spirit of solidarity and mutual aid in their relations with other members of the College.

Members of the College have the following rights:

• a)

  To freely exercise their profession in the country, in accordance with the Law;

• b)

  To participate with voice and vote in the deliberations of General Assemblies;

• c)

  To enjoy the protection of the College in the exercise of their profession and to benefit from the social benefits of the College; and, ch) To elect and be elected to hold any position in the College.

The Honduran College of University Professionals in Public Accounting shall have the following bodies:

• a)

  The General Assembly;

• b)

  The Board of Directors;

• c)

  The Honor Tribunal; and,

• d)

  Special Commissions that the General Assembly and the Board of Directors may designate.

The General Assembly is the supreme body of the College and shall be composed of all active members of the College. General Assembly sessions shall be ordinary and extraordinary. Extraordinary sessions shall take place when agreed upon by the Board of Directors or at the request of no fewer than fifty collegiate members in the exercise of their powers.

General Assembly sessions shall be held upon prior notice, by means of an announcement published in the media of greatest circulation in the country, with ten (10) days' notice prior to the scheduled date. The notice must indicate the matters to be discussed, the date of the session, and the place and time it will be held.

General Assembly sessions shall be held legally at the first call with the attendance of more than half of the collegiate members, including five members of the Board of Directors; and, if quorum is not met, the session shall be held the following day at the same time, with the number of collegiate members in attendance. The two calls may be made simultaneously.

The Ordinary General Assembly shall be held on the last Sunday of the month of May of each year, and every two years it shall elect the members of the Executive Board and the Honor Court, who shall take possession of their offices at that moment.

The resolutions of the General Assembly shall be decided by simple majority of votes, except in special cases designated by the General Assembly. Voting may be secret. Each member shall have the right to their personal vote and to one vote on behalf of the member they legally represent, and may not represent more than one.

The powers of the General Assembly are:

• a)

  To elect by simple majority of votes the Executive Board and the Honor Court;

• b)

  To approve the Code of Professional Ethics and the regulations necessary for the College to fulfill its objectives;

• c)

  To fix annually the ordinary and extraordinary fees of the members;

• d)

  To create and approve the Regulations of the Mutual Aid Fund when sufficient economic conditions exist;

• e)

  To create and approve the Regulations of the Social Foresight Institute of the College after actuarial study;

• f)

  To examine, approve or disapprove the reports and actions of the Executive Board and the Honor Court and to hear complaints and appeals of their resolutions for breach of its Organic Law and Regulations;

• g)

  To discuss and approve annually the Budget of Income and Expenses, taking as a basis the project submitted by the Executive Board; and,

• h)

  To agree to the temporary or permanent suspension of the member from professional practice, after a resolution of the Honor Court.

The Executive Board is the executive body responsible for the direction and governance of the College.

The Executive Board shall be composed of nine members, as follows: One President, one Vice-President, one Secretary, one Pro-Secretary, one Fiscal Officer, one Treasurer, and three Vocal Members.

The members of the Executive Board shall serve for two years and may be reelected for one additional term.

To be a member of the Executive Board the following are required:

• a)

  That the member be in full enjoyment and exercise of their civil rights and those conferred by this Law;

• b)

  Not to have pending accounts with the College; and c) Not to have kinship within the fourth degree of consanguinity or second degree of affinity with any of the other members of the Executive Board.

The Executive Board shall hold ordinary sessions monthly, as determined by the Regulations, and extraordinary sessions when so determined by the Executive Board itself.

For the Executive Board to hold sessions, a quorum of at least five of its members is required, and resolutions shall be adopted by majority of votes. In the absence of the President, the Vice-President shall act, and in their absence, the Vocal Members in the order of their election.

The Executive Board may assign the representatives it deems necessary in the departments of the Republic, who shall be the communication bodies between the College and the members residing in each department. It may organize chapters in cities where the number of members justifies their organization.

The powers of the Executive Board are:

• a)

  To comply with and ensure compliance with the Laws and regulations of the College, the resolutions of the General Assembly and of the Honor Court;

• b)

  To propose to the General Assembly the draft Regulations of the College in accordance with this Organic Law and to issue the pertinent resolutions for their faithful compliance;

• c)

  To present annually to the Ordinary General Assembly the draft budget of Income and Expenses, as well as a detailed report of activities carried out;

• ch)

  To ensure that members comply with this Law, its regulations and other obligations, and to observe the faithful compliance with the standards of professional ethics;

• d)

  To promote training courses, seminars, congresses and forums aimed at improving the academic training of members as well as to promote intellectual exchange among Public Accountants of the nation and other countries; d) To administer the funds of the College; d) To appoint and remove the employees of the College, in accordance with the Law. Appointments shall under no circumstances fall on members of the Executive Board; g) To approve or disapprove applications for affiliation or reincorporation made to the College in accordance with this Law; h) To hear and investigate complaints presented by members; i) To approve or disapprove applications for permanent or temporary registration of Public Accounting Firms engaged in the practice of Public Accounting; j) To appoint from among the members of the College the committees necessary for the proper functioning of the College and to fulfill its objectives; k) To hear and apply the sanctions issued by the Honor Court; and, l) All other powers designated by this Law and the Regulations.

The powers of the President are:

• a)

  To preside over the sessions of the General Assembly and the Executive Board;

• b)

  To formulate with the Secretary the agenda for each session and to direct the discussions;

• c)

  To use the deciding vote in case of a tie in voting;

• ch)

  To sign with the Secretary the minutes of sessions, agreements and resolutions;

• d)

  To represent the College in all official or private acts in which it should participate;

• e)

  To preside over all acts of the College;

• f)

  To authorize with the Secretary the certificates of membership;

• g)

  To grant leaves to the members of the Executive Board for justified causes and up to a term of thirty (30) days;

• h)

  To sign with the Treasurer the checks or savings withdrawals;

• i)

  To receive the Oath of Law from new members affiliated with the College;

• j)

  To convoke through the Secretariat sessions of the General Assembly and Executive Board; and;

• k)

  To propose to the Executive Board the appointment or removal of the employees of the College.

The powers of the Vice-President are: a) To substitute the President in case of absence; and, b) To collaborate with the Executive Board.

The powers of the Secretary are:

• a)

  To draft the minutes of sessions, agreements, resolutions and communications, signing them with the President;

• b)

  To attend to the correspondence of the College, to register the professionals of Public Accounting who come to affiliate, taking note of the documentation presented, and when appropriate to issue the certificate of membership assigning to each member the number that corresponds to them;

• c)

  To organize, classify, preserve, and safeguard the archives of the College;

• ch)

  To collaborate with the President in the preparation of the agenda for each session;

• d)

  To issue the notices of convocation;

• e)

  To prepare the Annual Report of the College; e) To maintain and safeguard the books of: Registry of members, minutes and agreements of the General Assembly and of the Executive Board, as well as any others that may be necessary; g) To keep updated the address of all members; and, h) The others designated by this Law and its regulations.

The powers of the Pro-Secretary are: a) To substitute the Secretary in cases of absence, as determined by this Law and its Regulations; and, b) To collaborate with the Secretary for the efficient performance of the obligations of the Secretariat.

The obligations of the Treasurer are:

• a)

  To manage under their responsibility the assets of the College, in accordance with modern Financial Administration techniques;

• b)

  To collect the contributions that correspond to members to pay; and,

• c)

  To present to the Board of Directors in accordance with the Regulations, a General Statement of Income and Expenses of the College.

Every payment that the treasury makes must be accompanied by the respective supporting documentation. The President and Treasurer are jointly and severally liable.

The Treasurer must provide the bond that the Board of Directors designates to respond for their management to the College.

The powers and duties of the Fiscal are:

• a)

  To represent the College legally in judicial, administrative, administrative contentious matters and to grant powers of action when necessary;

• b)

  To intervene in the inspections and audits that are conducted;

• c)

  To exercise, duly authorized, the appropriate actions against persons who practice the profession illegally;

• d)

  To report to the Board of Directors the illegal practice of the profession of Public Accounting; and e) To ensure strict compliance with this Law and its Regulations.

The powers and duties of the Alternate Members are:

• a)

  To substitute in order of their election the other members of the Board of Directors in accordance with the Law;

• b)

  To collaborate with the Board of Directors in all other activities; and,

• c)

  To perform all those activities that the Law and Regulations designate. CHAPTER VIII OF THE HONOR TRIBUNAL

The Honor Tribunal is the body of the College charged with examining the professional conduct of its members in accordance with the Code of Ethics, and must impose the corresponding sanctions.

The Honor Tribunal shall be composed of seven (7) members who shall be elected in a General Assembly session; they shall take office on the same date on which the Board of Directors takes office, and shall serve in their functions for two (2) years. In its first session, the Honor Tribunal shall elect from among its members, a President and a Secretary.

To be a member of the Honor Tribunal, the following conditions are required in addition to those designated for being a member of the Board of Directors:

• a)

  To have practiced the profession for a minimum of five (5) years;

• b)

  To be of recognized honorability and professional capacity; and,

• c)

  Not to have been sanctioned by the College nor by any other authority.

The Honor Tribunal shall meet at the College headquarters whenever called by its President and the quorum shall be composed of more than half of its members.

The powers and duties of the Honor Tribunal are:

• a)

  To hear complaints, reports and accusations against members;

• b)

  To serve as mediator in controversies arising between members and between them and third parties;

• c)

  To propose to the General Assembly for its approval, the Code of Professional Ethics; and,

• d)

  To propose to the College bodies, the application of the appropriate sanctions for violation of the Code of Professional Ethics, this Law and its Regulations and other violations to the practice of the profession.

The decisions handed down by the Honor Tribunal must be communicated to the Board of Directors for its knowledge and as the Law determines. A special Regulation shall govern its functioning. CHAPTER IX OF SANCTIONS

At the proposal of the Honor Tribunal, the Board of Directors, according to the gravity of the infractions, may impose on members the following sanctions:

• a)

  Fines, duly regulated, for non-attendance at sessions or failures to comply with commissions assigned by the College bodies and authorities;

• b)

  Private reprimand for negligence or carelessness in the exercise and fulfillment of their professional duties;

• c)

  Public reprimand before the Board of Directors or the General Assembly for having violated professional ethics, or violated the dignity and prestige of the profession and the member.

• d)

  Suspension of membership status and, therefore, in the practice of the profession, for professional misconduct, fraud, falsity or improper appropriation of funds, all of which must be duly proven. Also for failure to pay the fees designated by the Regulation, or when the member is suspended from their civil rights.

The sanctions established in Article 57 of this Law shall be applied by the Board of Directors, with the exception of those designated in paragraph d) which shall be applied by the General Assembly.

The professional who has been suspended may be rehabilitated by the General Assembly, at the proposal of the Honor Tribunal, when they have given proof of their reformation and have complied with the sanction.

The reiteration or recurrence for three times of acts to which the same type of sanction has been applied shall be sufficient cause to apply to the member responsible the immediately more severe sanction. CHAPTER X OF THE COLLEGE'S PATRIMONY

The assets of the College shall consist of:

• a)

  The ordinary and extraordinary fees agreed upon by the General Assembly;

• b)

  The fee for the right of registration;

• c)

  Inheritances, bequests and donations received by the College;

• d)

  Any kind of assets acquired by the College; and,

• e)

  The amounts imposed as fines by the College on its members in accordance with this Law, as well as any other income received as a result of activities carried out to fulfill its objectives.

The administration of the College's assets shall be the responsibility of the Board of Directors, which shall do so in accordance with the corresponding regulations.

The College is empowered to establish a stamp with a value of up to L 25.00 (TWENTY-FIVE LEMPIRAS), which the members must affix to each annual balance sheet. The cost of the stamp shall be borne by the company or entity contracting accounting services, and the issuance thereof shall be the responsibility of the College. CHAPTER XI OF GENERAL PROVISIONS

The provisions of this Law are established without prejudice to the rights, attributions and powers that the Organic Law of the College of Mercantile Experts and Certified Public Accountants of Honduras confers upon its members.

Any reforms that could eventually be introduced to the provisions of this Law and to the Organic Law of the College of Mercantile Experts and Certified Public Accountants and its amendments shall be made in accordance with and in the interest of both professional organizations. CHAPTER XII OF FINAL PROVISIONS

Upon the entry into force of this Law, the Association of University Graduates in Public Accounting shall be dissolved and its assets shall become part of the Honduran College of Professionals in Public Accounting.

This Law shall enter into force as of its publication in the Official Journal "La Gaceta". Done in the city of Tegucigalpa, Municipality of the Central District, in the session hall of the National Congress, on the second day of the month of March of one thousand nine hundred ninety-three. RODOLFO IRIAS NAVAS President NAHUM E. VALLADARES VALLADARES Secretary ANDRES TORRES RODRIGUEZ Secretary

To the Executive Branch, Therefor: Let it be executed. Tegucigalpa, M.D.C., March 16, 1993 RAFAEL LEONARDO CALLEJAS ROMERO President The Secretary of State in the departments of Governance and Justice by Law. ROQUE RUBEN PASCUA RIVERA