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Proposed Constitution
STATUTES
Name
First. The Association will be
called “Los Amigos
Internacionales de Puerto
Escondido”, the name
being followed by the words Asociacion Civil or by the abbreviation,
A.C.
Nationality
Second: The Association that is
constituted is of Mexican nationality and consequently the grantors
agree that “Every foreigner in the act of the constitution or at any
subsequent time, acquires an interest, social participation or
rights to the goods of the society, expressly agree with the
Secretary of Foreign Relations, in being considered National with
respect to those said goods and may not invoke the protection of
their respective governments; under the penalty, in the event of
bankruptcy to lose said
interest or participation to the benefit of the Mexican nation; the
goods that have been acquired in the same manner. Furthermore, the
express written stipulation in the previous paragraph and contained
in Part I of Article 27 of the Constitution, is stipulated,
expressly taken, agreed to and accepted by the current and future foreign
associates that the society has or could come to have. They are formally obliged
with the Secretary of Foreign Relations to be considered Nationals
with respect to the actions of this society that is acquired or
owned, so as the goods, rights, concessions, participations or
interests of an owner of said society, or the rights and obligations
that are derived from contracts in which there are parts of the
owned societies with the Mexican authorities and may not invoke, for
the protection of their governments, under penalty, in cases
contrary to the detriment of the benefit of the Nation the social
participation that has been acquired.”
Location
Third: The location of the
Association will be: Boulevard de Benito Juarez #10, in the
Community of Puerto Escondido, in Fraccionamiento Rinconada,
belonging to the Municipality of San Pedro Mixtepec, District of
Juquila, State of Oaxaca,
being able to
establish branches, delegations, or representatives in other parts
of the National Territory or their own State of Oaxaca, so as to
designate conventional locations in the contracts they may
enjoin.
Duration.
Fourth: The duration of the
Association will be Ninety-nine Years, effective as of the date of
this Recording.
Objectives
Fifth: The Association has as its
objectives:
1.
Assistance or Medical Rehabilitation or attention to
specialized requirements
of disabled people or those with limited
resources.
2.
Promotion of organized participation of the Community in
activities that improve the
standard of living, to the benefit of the Community.
3.
Attention to the basic requirements of subsistence such as
food, clothing or
housing.
4.
Carrying out interchanges of experiences between the Members
of the Association and
other similar institutions or associations.
5.
Promoting support to authorities, Municipalities, States, and
the Federal
Government, as well as individuals (foreign and domestic),
for the carrying out of acts of social or economic
benefit to the Association and/or the community.
6.
Seeking sources of financing and governmental and
non-governmental
support to strengthen consolidate and protect the
Association at a national and
international level.
7.
To make monetary and material donations in the name of our
Civil
Association.
8.
To acquire, buy and sell furniture and real estate necessary
for the social
welfare.
9.
To execute judicial acts and enter into those agreements and
contracts
necessary or desirable
for the realization of the social objectives.
10.
To carry out any type of cultural, sport or social
event.
11.
Those present declare their consent that these social
objectives are
IRREVOCABLE.
Financial
Resources
Sixth: The financial resources for
the Association are from the following sources:
A)
Those goods and rights that have been acquired in property,
by any means.
B)
The charging of fees to Members.
C)
Donations received.
D)
The resources of the society are solely and exclusively
destined to their own
purposes of the association conforming with that established in Part
III of Article 97 (ninety-seven) of the Income Tax Code, which
states the following:
Article 97. III.
That destined to the exclusive activities and own
purposes of the social objectives, any remaining funds may
not be distributed to any fiscal person or members, excepting
in the last case of those persons referred to in this article
who are reimbursed
for services
received. This clause
may not be revoked.
Seventh : The associates and donors
that contribute funds for the financial support
of the Association,
in no case and for no reason,
may request return of their donations. Therefore, when an associate
loses his standing, whether for resignation, separation,
termination, death or other reason, his donations to the
Association belong to the Association, according to the terms of
Article 2565, of the Civil Code of the State of Oaxaca, and the
rights and obligations conferred by these statutes.
The
Membership
Eighth: The Assembly
may, from time to time, establish criteria and procedures for
accepting or excluding members in the Internal Regulations
The Rights of the
Members
Ninth: Membership is not
transferable.
Tenth: Any Member may examine the
books, accounts and papers of the Association.
Eleventh: Each Member
enjoys one vote in the General Assembly.
Twelfth: A Member must abstain from
voting on decisions involving the Member’s direct interest, that of
the Member’s spouse, ancestors, descendents, or second-degree
relatives.
Thirteenth: The Assembly may, from time
to time, determine other rights of Members in the Internal
Regulations.
The Obligations of
the Members
Fourteenth: The Assembly may, from time
to time, determine the obligations of Members in the Internal
Regulations.
The Governance of the
Association
Fifteenth: The governance of the
Association is situated in the General Assembly.
The
Assembly
Sixteenth: The General Assembly of
Members is the Supreme Authority of the Association.
Seventeenth: All of the resolutions
adopted by the General Assembly, in conformity
with this
Constitution, are obligatory for all members, whether they supported
them or dissented from support.
Eighteenth: The Assembly is the highest
authority for consideration and
resolution of all of
that related to the existence and function of the
Association.
Nineteenth: The General Assemblies of
Members may be Ordinary or Extraordinary or may be held
electronically..
Twentieth: The General Assembly may
resolve any issue that requires consent of the majority of the
Members. The General
Assembly will meet at least every two months.
Twenty-first: The General Assembly may
meet at any time when the following issues are to be
considered:
A)
Dissolution of the Association.
B.) The admission and
exclusion of Members;
C.) The
appointment of a director or directors when they
have not been named in the Constitution;
D.)
The revocation of appointments made; and
E.)
Other issues entrusted it in the statutes.
Twenty-second: The
Assembly may appoint an Administrator to preside over the
Assemblies
Twenty-third: The
Administrator may conduct the meeting and will vote only in the event
of a tie.
Twenty-third: A record of the Assembly
Meetings will be made in the corresponding book and will be signed,
at a minimum, by the Administrator or President that presided over
them. The agreements in
the Assemblies require a majority of those voting
Twenty-fourth. The
Administrator
1.
The General Assembly may appoint an
Administrator.
2.
The Administrator may call and preside over meetings of the General
Assembly.
3.
The Administrator may serve as the legal representative of
the Association before all administrative, political and
other authorities.
4.
The Administrator may enter into contracts and lawsuits
on
behalf of the Association, as authorized by the General Assembly.
5.
The Administrator may assume all other lawful charges
assigned by the Assembly, as
well as those envisioned in Article 2435 of the Civil Code
of Oaxaca.
Dissolution and
Liquidation
Twenty-fifth. The
association may be dissolved for any of the reasons enumerated in
Parts I, III and IV (One, Three and Four), of Article 2,578 of the
current Civil Code in the State of
Oaxaca.
As for the
liquidation, this should be carried out in conformity with that
established
in Article 97, Part
IV of the Income Tax Code, that to the letter says,
“At the moment of
liquidation and because of the liquidation, all of the resources
must be transferred to entities authorized to receive deductible
donations. This
clause may not be
revoked.”]
General
Terms
Twenty-sixth: For any term not anticipated
in these Bylaws, it shall be resolved by the Extraordinary General
Assembly of Members and according to that established in the Civil
Code of the State of
Oaxaca.
I have read and explained to
those present the contents and legal consequences of this Act and it
being in conformity with the contents that were ratified in total by
each and every one, I sign this same day, under oath.
Before me,
(Signature)
Authorization. Definitively authorized this
act on this same day, in the community of Puerto Escondido,
Juquila,
Oaxaca. (The Seal of Authority of
the Notary)
Document Recorded
___________________________
Proposed
Internal Regulations (Bylaws)
Los
Amigos Internacionales de Puerto Escondido,
A.C.
[Note: The current
registration for the existing A.C. lists the name as just “Amigos
Internacionales de Puerto
Escondido, A.C.”. Since that Spanish is not
technically correct, we propose investigating the procedure to
insert of the article “Los” in the registration for the “new
“A.C.. In that spirit,
“Los Amigos…” will be utilized in this draft.]
Internal
Regulations
July
2007
I.
Name of the Organization
The name of the
organization shall be Los Amigos Internacionales de Puerto
Escondido, A.C., known
informally by the acronym, IFOPE. IFOPE is incorporated under
the laws of the State of
Oaxaca as a Mexican
not-for-profit civil association.
II.
Objectives of the Organization
The Association has as its objectives:
1. To provide
assistance or Medical Rehabilitation to address the specialized
requirements of disabled people or those with limited
resources.
2. To promote
organized participation in activities which improve the standard of
living, to the benefit of the community.
3. In
well-appraised cases, to attend to the basic requirements of
subsistence such as food, clothing and/or housing.
4. To carry out
interchanges of experiences between the Members of the Association
and other similar institutions or associations.
5. To provide
support to authorities (Municipal, State, and/or
Federal)
or to individuals
for the carrying out of acts of social or economic benefit to
the
Association and/or the community.
6. To seek
sources of financing and support to strengthen, consolidate and
protect the Association.
7. To make
monetary and material donations in the name of our Civil
Association.
8. To acquire,
buy and sell furniture and real estate necessary for the
social
welfare.
9. To execute
judicial acts and enter into those agreements and
contracts
necessary or desirable
for the realization of these social
objectives.
10. To carry
out any type of cultural, sport or social event.
12. These
social objectives are IRREVOCABLE.
III.
Members
1. Classes of Members
A. Regular
B. Honorary
2. Eligibility
A. Regular
1. Any
individual may become a regular member upon payment of dues and
acceptance of IFOPE policies and procedures
2. Dues are
non-refundable.
B. Honorary
1. Any
individual may become an honorary member upon the affirmative vote
of the Assembly.
2. Honorary
membership may be revoked at any time by a vote of the
Assembly.
2. Appointment Process
A. A prospective
regular member shall complete the application form and pay
membership dues in advance.
B. The name of
the prospective regular member shall be presented to the Assembly at
its next scheduled meeting.
C. The
appointment of the regular member becomes effective upon the
affirmative vote of the Assembly.
D. The names of
all regular members appointed during the year shall be included as
an addendum to the minutes of the Annual Meeting of the
Assembly.
3. Rights of Members
A. Regular
Members
1. To enjoy the
rights bestowed by these Internal Regulations.
2. Each regular
member enjoys one vote in the Assembly.
3. Any regular
member may examine the books, accounts and papers of the
Association, upon providing proper request to the Administrator or
Secretary.
4. To attend
and be heard at meetings of the Assembly.
5. To be a
candidate for any office or position in the Association.
6. To make
written requests to the Administrator or President to convene an
Extraordinary Meeting of the Assembly.
B. Honorary
Members
1. Honorary
members shall enjoy the same rights as regular
members.
4. Obligations of
Members
A. Regular
Members
1. To promptly
pay all dues, fees and assessments as properly determined by the
Assembly.
2. To observe
and comply with the Regulations, policies and decisions of
IFOPE.
3. To serve
from time to time as an officer, on committees or in other roles, as
determined by the Assembly and to responsibly discharge those
duties.
4. To abstain
from voting on any decision involving the direct interest of the
member, that of the member’s spouse, immediate family, or relatives
to the second degree.
B. Honorary
Members
1. Honorary
members are exempt from all dues, fees and assessments.
2. With the
exception noted in III.4.B.1 above, honorary members shall have the
same obligations as other members.
5. Disciplinary Procedures/Exclusion of Members
A. The Assembly
may vote to restrict the rights of any member or exclude any member
who:
1. fails to pay
any dues, fees, or assessments properly determined by the
Assembly;
2. fails to
comply with the Regulations, policies or decisions of IFOPE;
3. is
chronically disruptive at meetings; or
4. is engaged
in illegal or illicit activity;
B. The decision
of the Assembly to restrict the rights of any member or to exclude
any member shall require the affirmative vote of 2/3 of those
members present and voting at a legally constituted Assembly
meeting.
C. The action of the Assembly
to restrict the rights or exclude any member is final and cannot be
appealed.
D. Six months
following the restriction of rights or exclusion of any member, the
Assembly may reconsider that action upon the written request of the
individual involved.
6. Good
Standing: A member
shall be considered to be in good standing upon payment of any and all
due, fees, and/or
assessments properly established by the Assembly and in the absence
of any current
disciplinary action or exclusion.
IV.
Officers
1. Administrator
A.
Eligibility: The
Assembly may elect or employ any individual deemed to be qualified
to serve as Administrator.
B. Selection or
Appointment: The
selection or appointment of an Administrator will be made by the
Assembly at a legally constituted Assembly meeting.
C. Term of
Office: The
Administrator shall serve the term established by the Assembly at
the time of appointment
D. Duties: An Administrator may be
elected or appointed by the Assembly to assume the duties of any or
all offices as a substitute for a President, Vice President,
Secretary and/or Treasurer.
E. Removal from
Office: The
Administrator serves at the pleasure of the Assembly and may be
removed from office at any time by an affirmative vote of two-thirds
of those members present and voting at a legally constituted
Assembly.
F. Vacancy: The Assembly may appoint or
elect a new Administrator at any time there is a vacancy in the
office.
G.
Remuneration: The
Administrator may be compensated in an amount determined by the
Assembly.
2. President
A.
Eligibility: Any member
in good standing may serve as President.
B.
Selection: In the
absence of an Administrator, the Assembly may, at its Annual
Meeting, elect a President.
C. Term of
Office: The President
shall serve a term of one year. An individual may be
re-elected to serve one additional year in the same office. Having served two terms in
the same office, an individual is ineligible to serve an additional
term in that office until having been out of office for a period of
one year.
D. Duties:
1. Manage the
day to day affairs of the Association;
2. Comply with
and implement the directives of the Assembly;
3. Develop
operating and/or capital budgets for the Association;
4. Collect
those dues, fees and assessments established by the Assembly;
5. Pay bills
and obligations or make financial disbursements within guidelines
established by the Assembly;
6. Prepare
financial reports for the Assembly;
7. Serve as the
authorized legal representative of the Association before all
governmental authorities and may enter into contracts and agreements
authorized by the Assembly;
8. Maintain any
and all documents relative to the activities of the Association;
9. Carry out
any urgent repairs or maintenance necessary for properties or
equipment owned by the Association;
10. Hire and
manage any employees authorized by the Assembly;
11. Address any
complaints or issues raised by members or members of the public;
12. Call,
preside over and authenticate the minutes of any Assembly
meeting;
13. Promptly
notify the Assembly of any material issues relating to the
Association;
14.Abstain from
participation in any issue involving direct personal interest ,
spouse’s interest, and that of immediate family, or
relatives to the second degree;
15. Fulfill any
other lawful duties assigned by the Assembly.
16. Will assure
that the minutes of the Annual Meeting are entered into the Protocol
of the Notary Public and that they are Registered into the Public
Registry.
3. Vice President
A.
Eligibility: Any member
in good standing may serve as Vice President.
B.
Selection: The Assembly
may, at its Annual Meeting, elect a Vice President.
C. Term of
Office: The Vice
President shall serve a term of one year. An individual may be
re-elected to serve one additional year in the same office. Having served two terms in
the same office, an individual is ineligible to serve an additional
term in that office until having been out of office for a period of
one year.
D. Duties:
1. Substitute
for the President in the absence of the President;
2. Carry out
any other lawful duties assigned by the Assembly;
3. Abstain from
participation in any issue involving direct personal interest ,
spouse’s interest, and that of
immediate family, or relatives to the second degree;
4. Secretary
A. Eligibility:
Any member in good standing may serve as Secretary.
B.
Selection: The Assembly
may, at its Annual Meeting, elect a Secretary.
C. Term of
Office: The Secretary shall serve a term of one year. An individual may be
re-elected to serve one additional year in the same office. Having served two terms in
the same office, an individual is ineligible to serve an additional
term in that office until having been out of office for a period of
one year.
D. Duties:
1. Attend all
Assembly meetings;
2. Deliver
notice of all Assembly meetings to the members by email, posting on
the website and by posting a notice at the Library; and notify local
media of any changes in the time or meeting place of Assembly
Meetings;
3. Prepare an
agenda for each Assembly meeting;
4. Distribute
minutes of previous meetings for approval;
5. Take minutes
of discussions at all Assembly meetings;
6. Maintain a
filing system of all Association meetings, a book of minutes of
Assembly Meetings, all correspondence and a separate list of all
motions passed;
7. Make
Association records available for review by any member, upon proper
request;
8. Facilitate
the handling of all correspondence;
9. Maintain an
inventory of all Association assets;
10. Abstain
from participation in any issue involving direct personal interest,
spouse’s interest , or that of immediate family, or relatives to the
second degree;
11. Fulfill any
other lawful duties assigned by the Assembly
5. Treasurer
A. Eligibility:
Any member in good standing may serve as Treasurer.
B.
Selection: The Assembly
may, at its Annual Meeting, elect a Treasurer.
C. Term of
Office: The Treasurer shall serve a term of one year. An individual may be
re-elected to serve one additional year in the same office. Having served two terms in
the same office, an individual is ineligible to serve an additional
term in that office until having been out of office for a period of
one year.
D. Duties:
1. Handle all
financial transactions of the Association;
2. Maintain
financial records;
3. Establish
banking accounts as authorized by the Assembly and make deposits and
disbursements from same;
4. Make
financial records available for review by any member, upon proper
request;
5. If any
member feels there is a discrepancy in the accounts, the Treasurer
will bring this issue to the attention of the Assembly. The Assembly
shall cause an investigation and decide what action, if any, will be
taken;
6. In the
absence of a Treasurer, the Assembly may appoint a member to handle
the duties of the Treasurer or may direct the Administrator to do
so;
7. Maintain and
update the list of members on the website monthly;
8. Advise
members when dues, fees, or assessments are due and collect
them;
9. Maintain
petty cash, effect petty cash disbursements within guidelines established by
the Assembly and maintain records of same.
10. Must
abstain from participation in any issue involving direct personal
interest, spouse’s interest , or that of immediate family, or
relatives to the second degree;
11. Fulfill any
other lawful duties assigned by the Assembly
12. Is
responsible for the filing of year-end tax reports.
6.
Selection/Appointment: Should the Assembly determine to elect
officers, nominations may be solicited at the Assembly meeting prior
to the Annual Meeting. At the Annual Meeting, election tellers may
be appointed to conduct balloting for election of officers. If
officers are elected, they shall assume office at the Assembly
meeting following the Annual Meeting. If the Assembly determines not
to elect officers or is unable to elect officers, it must then
elect, appoint, or hire an Administrator to fulfill the
responsibilities of that office or offices.
7. Removal from
Office: The Assembly may remove any officer at any time for gross
dereliction of duties.
Removal of an officer requires an affirmative vote of 2/3 of
those members present and voting at a legally constituted
Assembly.
8. Vacancies:
The Assembly may elect a member to complete the term of any office
which becomes vacant. Should there be no qualified member available
to complete said term, the Assembly may elect or appoint an
Administrator to fulfill the responsibilities of that
office.
V.
Meertings
1. Assembly
A. Types of Meetings
1. Regular
Meeting: The Assembly shall generally meet monthly in Regular
Session on the second Saturday of each month.
2.
Extraordinary Meetings:
The Administrator or President may call an extraordinary
meeting at any time an issue requiring urgent attention arises. The
President or Administrator is obliged to call an Extraordinary
Meeting upon the written request of any fifteen members to do
so.
3. Electronic
Meetings: Meetings may be conducted electronically via the Internet
at any time the Administrator or President determines an issue
requires participation of all members. Additionally a regular
meeting may be declared to be both a meeting in person and an
electronic meeting, soliciting input from both those members present
and those members who participate electronically. Electronic votes
must be received within seven working days of being requested to be
considered valid.
4. Annual
Meeting: The
Association shall designate its regular meeting in the month of
January each year as its Annual Meeting. In addition to the regular
agenda, this meeting will ratify any Officers who may have been
elected and any new members who have been added during the
year. The Annual
Meeting shall additionally consider any other business required of
the Association by any governmental authority. The minutes of the Annual
Meeting shall be protocolized by a Notario Publico and registered at
the Public Registry.
B. Notice Required: Forty-eight hours written
notice to all members will be made of all meetings. Notice shall include the
proposed agenda of the meeting. Notice via email shall be deemed
proper notice.
C. Quorum: At least fifteen paid
members must be present physically or participating electronically
for an Assembly meeting to be declared legal. In the absence of a legal
quorum based on the members physically present, the members present
may elect to 1) conduct an irregular meeting, holding any decisions
made in abeyance until they are ratified at a subsequent Assembly
meeting where a legal quorum is present, or 2) declare the meeting
both a physical and electronic meeting, conduct the meeting, holding
any decisions made in abeyance until ratified by the electronic
votes of members not present are received. Electronic votes must be
received within seven working days of being requested. A total of
fifteen members, either present physically or electronically, must
be recorded before any actions adopted can become effective.
D. Action
Taken:
1. Except where
noted in these Internal Regulations, an action approved by a simple
majority of those members present and voting in a legally
constituted Assembly, shall represent the action of the
Association.
2. A
super-majority (2/3) affirmative vote of those members present and
voting in a legally constituted Assembly is required for the
following actions:
a. Disciplinary
Action against a member
b. Exclusion of a
member
c. Removal of an
Administrator
d. Removal of an
Officer
e. Amending these
Internal Regulations
f. Dissolution of
the Association
E. Proxy: Voting by proxy is not
permitted.
2. Board of
Directors Meetings: If
the Assembly establishes a Board of Directors, that Board may adopt
rules and procedures, from time to time, for Board meetings.
3. Committee
Meetings: If the Assembly establishes Committees, those Committees
or a Board of Directors (as determined by the Assembly) may adopt
rules and procedures, from time to time, for Committee
meetings.
VI.
Board of Directors
1. Purpose: The
Assembly may determine to elect a Board of Directors. If established, the Board of
Directors will be responsible for the administration, management and
legal representation of the Association. If established, the Board of
Directors will serve without compensation.
2.
Members: The Members of
the Board of Directors may include the Administrator or President,
Vice President, Secretary and Treasurer. Chairpersons of any
Committees established by the Assembly will also serve as members of
the Board of Directors, ex officio.
3. Authority of
the Board: If established, the authority of the Board of Directors
shall be that granted to it by the Assembly.
4.
Procedures: If
established, the Board of Directors may, from time to time,
establish rules and procedures for its operation, within the
authority granted to it by the Assembly.
5.
Indemnification: If
established, the Association shall hold the Board of Directors and
its members harmless from any actions resulting from the lawful
activity of the Board of Directors, when performed in good faith,
within the authority granted to it by the Assembly. The Association shall also
defend the Board of Directors, if established, and any of its
members from any action brought by any other entity resulting from
lawful activity, when performed in good faith, within the authority
granted to it by the Assembly.
VII.
Committees
1. Standing Committees
A. Library Committee
B. Community Assistance Committee
C. Emergency Response Committee
D. Public Relations Committee
2. Ad Hoc: The
Assembly may appoint any number of Ad Hoc Committees to address
specific issues.
3.
Appointment/Dissolution of Committees: The Assembly may appoint any
number of Standing or Ad Hoc Committees. Committee members shall
serve without compensation. Committees may be dissolved at any time
by a vote of the Assembly.
4.
Members: Each Committee
shall be comprised of at least two members. Committee Members may be
IFOPE members or others who bring special expertise to the
Committee. At least one member of each Committee shall be an IFOPE
member.
5. Authority of
Committees: The
authority of each Committee shall be that delegated to it by the
Assembly.
6. Obligations
of Committees
A. Each Standing Committee shall
identify one member to serve as an ex officio member of the Board of
Directors. As a
minimum, each Committee must report monthly, or on the schedule
established by the Assembly, to the Assembly regarding its
activities.
B. Each committee
member must abstain from participation in any issue involving direct
personal interest, spouse’s interest, that of the immediate family,
or relatives to the second degree.
7. Procedures
of Committees: Each
Committee may, from time to time, establish rules and procedures for
its operation, within the authority granted to it by the Assembly or
a Board of Directors, if established.
VIII.
Parliamentary Authority
In the absence
of guidance from the Constitution of Los Amigos Internacionales de
Puerto Escondido, A.C.
or these Internal Regulations, the prevailing parliamentary
authority shall be Robert’s Rules of Order, Second
Edition.
IX.
Amendments
to these Regulations
These Internal
Regulations may be amended by a vote of the Assembly. The Assembly
meeting considering amendments to these Internal Regulations must be
called with proper notice and that notice must state the intent to
amend these Regulations.
A legal quorum must exist and to carry, the proposed
amendment must receive an affirmative vote of at least two-thirds of
those Members present and voting.
X.
Dissolution of the Association
The Association
may be dissolved by the Assembly at any time for any reason. Dissolution shall require the
calling of an Extraordinary Meeting of the Assembly with proper
notice and distribution of an agenda that specifically identifies
dissolution as the topic to be acted upon. A vote to dissolve the
Association shall require the affirmative vote of 2/3 of those
members present and voting at a legally constituted Assembly meeting
in Extraordinary Session.
In the event of
dissolution, the Assembly must appoint a Trustee to effect this
dissolution and the distribution of any assets of the
Association. The
Trustee shall assure that all obligations of the Association are
satisfied. If assets
remain, the Trustee shall distribute these assets to another
association or establishment which has objectives similar to those
of Los Amigos Internacionales de Puerto
Escondido, A.C.
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