Terms of PANNDT
REFERENCE TERMS OF THE PAN-AMERICAN FEDERATION FOR NONDESTRUCTIVE TESTING (Reviewed in October 2026)
Chapter I: Legal Status, Denomination, Headquarters, Purpose, Activities and Duration
Legal Status and Denomination
Article 1 - The PAN-AMERICAN FEDERATION FOR NONDESTRUCTIVE TESTING - PANNDT, hereinafter referred to as “PANNDT”, is a private-law, non-profit legal entity governed by the laws of the country in which its headquarters are located.
Headquarters
Article 2 - PANNDT has its headquarters and legal venue in the city of São Paulo, State of São Paulo, at Avenida 11 de Junho, No. 1317, Room 8.
Purpose
Article 3 - PANNDT's purpose is to operate in all countries within the geographical region of the Americas (North, Central and South) in order to:
a) promote the scientific and educational aspects of non-destructive testing (NDT), including technology, research, development of applications, training and information;
b) seek to improve the precision and reliability of non-destructive testing (NDT);
c) contribute to the elimination of technical barriers;
d) act as the voice of the non-destructive testing community in the Americas.
Activities
Article 4 - PANNDT shall undertake the following activities:
a) develop contacts and exchanges between societies or groupings in North America, Central America and South America;
b) establish and maintain links with societies or groupings in other geographical regions, including other regional committees for non-destructive testing;
c) participate in meetings, seminars or conferences, including those organized in partnership with qualified governmental or non-governmental organizations in the field of non-destructive testing and other related fields;
d) organize seminars, conferences or congresses;
e) organize the Pan-American Conference for Non-Destructive Testing - PANNDT Conference, every four years or at such intervals as may be necessary;
f) publish journals, reports, minutes or proceedings of meetings;
g) conduct or promote studies within working groups in the field of non-destructive testing;
h) provide guidance and supporting elements for the training and examinations of NDT personnel;
i) promote the execution of Research and Development projects and their exploitation in the field of non-destructive testing;
j) promote non-destructive testing by encouraging the harmonization of national systems;
k) maintain a website to communicate and publicize PANNDT's activities.
§ 1 - PANNDT shall not:
a) participate, by any means or in any form, in campaigns serving party-political, electoral or religious interests;
b) engage in commercial activities;
c) discuss wage rates, prices or markets;
d) practice any discrimination based on race, color, gender or religion.
§ 2 - The Federation shall observe the principle of universal access to services, working for the benefit of the community as a whole.
§ 3 - In all its acts and activities, the Federation shall respect the principles of legality, impersonality, impartiality, ethical conduct, transparency, economy and efficiency.
Duration
Article 5 - PANNDT shall have an unlimited duration.
Chapter II: Membership, Admission, Rights and Duties, Withdrawal/Expulsion and Fees
Members
Article 6 - PANNDT shall consist of legally established members in the following categories:
I - Full Members: non-profit societies headquartered in the geographical region of the Americas that carry out activities in the field of non-destructive testing and can demonstrate, through their actions or articles of incorporation, that they represent all relevant sectors in their country, and that enjoy all rights provided by law and these Terms of Reference.
II - Associate Members: non-profit societies that do not meet the requirements for admission as Full Members or do not wish to become Full Members.
III - Collaborative Members: societies or global entities, such as ICNDT, APFNDT, EFNDT or other federations, that collaborate with PANNDT's activities.
Sole paragraph - Membership is non-transferable.
Admission
Article 7 - Admission as a member of PANNDT is subject to approval by its Board of Directors.
§ 1 - An application for admission shall be addressed to the President of PANNDT.
§ 2 - Each country in the Americas may have only one society as a Full Member, with other societies accepted as Associate Members.
§ 3 - A society that is a member of ICNDT shall be eligible for Full Membership even if another national society covering the same territory already holds that status. The PANNDT Executive Committee shall decide which of them shall have voting rights for the purposes of these Terms of Reference.
Rights and Duties
Article 8 - PANNDT members have the right to participate in its activities.
§ 1 - Only Full Members shall have the right to vote and stand for election at General Assemblies and to perform statutory functions within PANNDT.
§ 2 - All PANNDT members shall comply with these Terms of Reference and the Entity's other rules.
§ 3 - Members shall keep their registration details with the Federation up to date, including a valid email address for receiving communications and meeting notices.
Article 9 - PANNDT members shall not be individually, subsidiarily or jointly and severally liable for the obligations and liabilities incurred by the Entity.
Termination of Membership
Article 10 - Withdrawal from PANNDT shall be effected by a request to terminate membership, through a resignation letter submitted to the Board of Directors.
Sole paragraph - In the event of withdrawal at the member's request, the applicable fees for the current year shall remain due until the end of the respective fiscal year.
Article 11 - PANNDT membership shall be terminated:
I - upon a change in the legal status required for membership;
II - for failure to pay the fees due;
III - for failure to comply with these Terms of Reference and other PANNDT rules and decisions adopted by the General Assembly or the Board of Directors;
IV - when the member's behavior or actions are inconsistent with the Federation's ethical and legal expectations.
§ 1 - The Board of Directors shall have the authority to propose and impose penalties.
§ 2 - Notice of a proposed penalty or a decision to impose a penalty shall be sent in writing to the party concerned.
§ 3 - The right to submit a defense and an appeal against a proposed penalty and a decision to impose a penalty is guaranteed.
§ 4 - A defense or appeal shall be submitted in writing to the PANNDT Board of Directors within 60 (sixty) days of receipt of notice of the proposed penalty or the decision to impose a penalty.
§ 5 - An appeal shall not suspend the effect of the decision.
§ 6 - Decisions imposing penalties on members shall be reviewed at the next General Assembly.
§ 7 - The seriousness of an infringement shall be assessed in light of its ethical and legal aspects, the potential or actual harm to PANNDT and its interests, the harm to its members, and any recurrence.
Annual Fee
Article 12 - PANNDT members shall pay an annual fee corresponding to their category.
Sole paragraph - Annual fees, expressed in euros and converted into the national currency on the date the obligation arises, is recorded and/or is settled, shall be fixed by the General Assembly upon proposal of the Board of Directors.
Chapter III: Executive Committee (Officers) and Board of Directors (Board Members)
Executive Committee: President, Vice-President, Secretary and Treasurer
Article 13 - The Executive Committee (Officers) shall consist of the:
a) President,
b) Vice-President(s) (up to two),
c) Secretary,
d) Treasurer, and
e) Past President.
§ 1 - The President, the Vice-President(s) and the Secretary shall be from different countries.
§ 2 - The Treasurer shall be from the country in which PANNDT's headquarters are located, in order to comply with the banking legislation applicable to non-profit organizations.
§ 3 - The positions of Secretary and Treasurer may be combined in a single Officer when the Secretary is from the country in which PANNDT's headquarters are located.
§ 4 - The Officers and Board Members shall be financially supported by their respective societies or organizations.
§ 5 - Any special consideration for the allocation of PANNDT funds for financial support shall require unanimous approval of the Executive Committee and provision in the budget.
§ 6 - The Past President of the PANNDT shall be entitled to attend the Board of Directors meeting without voting rights.
§ 7 - The Executive Committee shall meet at least 2 (two) times per year.
§ 8 - It is desirable for the Executive Committee to meet on the same dates as the General Assembly, the Conference, the Regional Meeting and the PANNDT Meeting.
Article 14 - The President shall:
a) Represent PANNDT in judicial and extrajudicial matters, whether as claimant or respondent;
b) Manage PANNDT and chair all meetings;
c) Represent PANNDT in its activities, including attendance at conferences and at ICNDT;
d) Organize the annual meetings of the General Assembly;
e) Preside over meetings of the Board of Directors;
f) Support PANNDT members' annual events;
g) Preside over the PANNDT Conference in coordination with the PANNDT Conference host;
h) Convene the Executive Committee and the Board of Directors by email, with “confirmation of receipt”, at least 30 days before the meeting;
i) Exercise a casting vote to break ties in collective decisions.
Article 15 - The Vice-President(s) shall:
a) Advise the President;
b) Perform such duties as the President delegates to them;
c) Replace the President in the event of absence, death, resignation, removal from office or inability to serve.
Article 16 - The Secretary shall:
a) Record the minutes of General Assembly and Board of Directors meetings;
b) Maintain a register of the minutes of all formal PANNDT meetings;
c) Carry out PANNDT's everyday operations in accordance with the directives established by the President and the Board of Directors.
Sole paragraph - Secretariat work may be carried out by the organization with which the Secretary is affiliated, by that of the President, or by an organization designated by the Board of Directors.
Article 17 - The Treasurer shall:
a) Be responsible for reporting on PANNDT's financial matters;
b) Coordinate the collection of annual fees from Full and Associate Members;
c) Arrange payment of membership fees to ICNDT.
Sole paragraph - The Executive Committee shall assist the Treasurer in preparing the budget for the fiscal year.
Chapter VII: Operating Procedures
Creation of Operating Procedures
Article 31 - Operating procedures shall be created to define and manage various aspects of PANNDT, including, but not limited to, the following:
a) Election of Officers and Board Members;
b) Financial and Administrative Management;
c) Awards and Recognitions;
d) PANNDT Conference and Conference Sponsoring;
e) Communications and Website;
f) General Assembly and Board Meetings;
g) PANNDT Membership;
h) PANNDT Committees and Working Groups.
Sole paragraph - In addition, operating procedures shall include the applicable approvals and voting requirements, such as approval by the Executive Committee alone, the Board of Directors, or the entire Membership.
Board of Directors
Article 18 - The Board of Directors is PANNDT's advisory and decision-making body and shall:
a) support the actions of the Executive Committee;
b) decide on management matters submitted to it;
c) determine whether the Executive Committee shall have 1 (one) or 2 (two) Vice-Presidents during its term;
d) review the accounts for the previous accounting period and approve the budget for the following year;
e) monitor the execution of the budget;
f) examine the annual report, the asset position and the overall balance sheet; and
g) examine tax and accounting audit reports.
Article 19 - The Board of Directors shall consist of up to ten (10) members, including the current Officers and 4 (four) regional representatives (Delegates) proposed by PANNDT Full Members.
§ 1 - For continuity in PANNDT's deliberations, activities and actions, it is desirable to retain the same delegates for as long as possible.
§ 2 - Any request to change delegates shall be communicated in writing to the President and the Secretary at least 30 days before the Executive Committee meeting, for consideration by that Committee.
§ 3 - When PANNDT hosts the World Conference for NDT (WCNDT), the designated WCNDT President shall become a voting member of the PANNDT Board of Directors during their term as WCNDT President.
§ 4 - It is desirable for the Board of Directors to meet on the same dates as the General Assembly, the Conference, the Regional Meeting and the PANNDT Meeting.
General Assembly
Article 20 - The General Assembly is the Federation's supreme body and shall have the authority to:
a) Amend the Terms of Reference;
b) Establish PANNDT's rules;
c) Appoint and remove members of the Executive Committee and the Board of Directors;
d) Approve the accounts;
e) Review the acts of the Executive Committee and the Board of Directors;
f) Fix the annual fees to be paid;
g) Consider all matters of interest to the Federation included in an agenda and meeting notice issued in advance;
h) Ratify the expulsion of a member; and
i) Decide on the dissolution of PANNDT.
§ 1 - Members of the Executive Committee and the Board of Directors shall serve terms of 4 (four) years.
§ 2 - There shall be no limit on re-election.
§ 3 - Decisions of the General Assembly shall require a minimum quorum of 50% of the Full Members.
§ 4 - Decisions of the General Assembly shall be taken by a simple majority of votes.
§ 5 - Decisions of the General Assembly shall require a two-thirds majority of the votes present for the matters specified in subparagraphs “a”, “h” and “i” of this Article, and for the removal of members of the Executive Committee and the Board of Directors.
§ 6 - A member shall participate in the General Assembly through its legal representative or 1 (one) delegate designated by the member.
§ 7 - The General Assembly shall be convened by the President, by 1/5 (one fifth) of the Full Members, by 1/3 (one third) of PANNDT members, or by resolution of the Board of Directors at the request of any of its members, by email with “confirmation of receipt”, at least 60 (sixty) days in advance.
§ 8 - General Assembly notices shall state the agenda, date, time, format and location of the meeting.
§ 9 - Virtual or hybrid meetings and assemblies are permitted.
Chapter IV: Finances, Accounting and Control
Budget and Accounting
Article 21 - The Federation's assets shall consist of movable and immovable property obtained through its sources of funds of any nature.
Article 22 - The Federation's financial year shall coincide with the calendar year.
Article 23 - The Federation's sources of funds shall be:
a) Annual fees received from Members;
b) Sponsorships received;
c) Grants, aid, allocations and donations of any nature;
d) Amounts arising from contracts, agreements, partnerships and cooperation agreements entered into;
e) Amounts received from promoting or carrying out activities of any kind, such as conferences; and
f) Income from financial investments.
Article 24 - PANNDT's expenses and revenues shall be recorded in accounting books maintained with the formalities necessary to ensure their accuracy.
§ 1 - Each year, the Executive Committee shall prepare financial statements and render accounts, observing the following:
a) The fundamental accounting principles and Brazilian Accounting Standards;
b) A detailed balance sheet covering all its operations and activities, and an income statement;
c) Evidence of the proper use of the funds received;
d) A detailed account of the use of any funds and assets of public origin;
e) An audit of the accounts;
f) Submission to the General Assembly for approval;
g) Public disclosure of the Entity's activity report and financial statements, including certificates confirming the absence of outstanding debts to the INSS (National Social Security Institute) and FGTS (Severance Indemnity Fund).
§ 2 - Where PANNDT receives, invests, uses, collects, holds, manages or administers resources, money, assets, funds or benefits of public origin, or assumes public obligations of a monetary nature, it shall render accounts to the public-law legal entity through which the respective benefit originated.
Article 25 - PANNDT's funds shall be used exclusively to maintain its institutional objectives.
Article 26 - No portion of PANNDT's assets, funds or income shall be distributed as profit or profit-sharing.
§ 1 - This prohibition shall extend to Members, Partner Organizations and the Officers and shall cover any gross or net operating surpluses, dividends, bonuses and participations.
§ 2 - PANNDT is not required to provide financial aid to countries organizing PANNDT Conference activities; the respective expenses shall be defrayed by the host country.
§ 3 - PANNDT may budget for and fund activities to assist other societies within the geographical regions it covers, as well as other activities deemed necessary by the Executive Committee, subject to approval by the Board of Directors.
Audit of the Accounts
Article 27 - PANNDT shall engage an independent external auditor to examine its financial statements in a completely impartial manner and issue a technical opinion (Independent Auditor's Report) on the figures and its actual financial and asset position, for review by the governing bodies and a decision by the General Assembly.
Controls and Bank Account
Article 28 - PANNDT's bank and account shall be registered in the country in which the Entity's headquarters are located and shall be the responsibility of the Treasurer.
Sole paragraph - The Treasurer shall make all records and accounts available to the independent auditing firm engaged and to the Board of Directors, including presenting information at all organized meetings and, at a minimum, at the General Assembly meeting.
Chapter V: Rules of Meeting
Rules of Meeting
Article 29 - The General Assembly may adopt rules of procedure for meetings, such as Robert's Rules, upon proposal of the Board of Directors.
Sole paragraph - The rules of procedure may establish alternative rules or quorum requirements for the Federation's Working Groups, subject to these Terms of Reference and the legislation applicable to them.
Chapter VI: Dissolution
Dissolution
Article 30 - PANNDT may only be dissolved during an Extraordinary General Assembly meeting.
§ 1 - The Extraordinary General Assembly declaring the dissolution of PANNDT shall appoint a liquidator, determine the terms of liquidation and comply with the legal requirements.
§ 2 - The liquidator shall pay PANNDT's creditors and transfer the remaining assets to one or more non-profit societies active in the field of non-destructive testing.
§ 3 - If PANNDT loses the qualification that enabled it to receive resources or benefits of public origin, the available assets acquired with public funds during the period in which that qualification was held shall be transferred to another legal entity qualified for the same benefits and preferably pursuing the same objectives or, if this is not possible, to the Federal, State or Municipal Treasury, according to the origin of the funds.