Club Internacional de la Amistad de Puerto Vallarta, A.C.
International Friendship Club of Puerto Vallarta
ORGANIZATION BY-LAWS
Revised February 8, 2017
By Vote of the Membership
ARTICLE I–ORGANIZATION
A. NAME
1. The legal name ofthis Civil Associationregistered in the state of Jalisco, Mexico is CLUB INTERNACIONAL DE LA AMISTAD DE PUERTO VALLARTA, A.C. In English, THE INTERNATIONAL FRIENDSHIP CLUB OF PUERTO VALLARTA,hereafter referred to as theIFC.
B. PURPOSES
1. To raise and distribute funds and provide volunteer service in response to the medical, humanitarian, and educational needs of the Mexican community in our region of the state of Jalisco.
2. To promote friendship and enrichment within our community and among IFC members and guests, as well as local residents and tourists, through social, educational, and cultural activities.
3. The IFC shall be a non-partisan, non-sectarian,volunteer organization.
4. The IFC may employ or contract with those legally qualified to work in Mexico to fulfill roles and help meet IFC goals.
5. The IFC shall be independent and work in cooperation with existing serviceorganizations in the fields of health, education, cultural enrichment, and civic improvement.
ARTICLE II - MEMBERSHIP
A.CLASSIFICATIONS
l. ANNUALMEMBERSHIP
a. Requires payment of annual dues in the amount set by the Executive Board ofDirectors and approved by thegeneral membership.A current membership is based on the calendar year and is renewable annually.
b. Allows for voting participation in meetings and elections. Current members receive an IFC annual membership card and are entitled to all privileges and benefits associated with IFC membership.
2. LIFE MEMBERSHIP
a. Life membership shall be granted to individuals who donate US $1,000 or more to the IFC.
b. Life membership shall be granted to past IFC presidents who fulfillat least one complete term in office.
c. Life membership may be offered to long-serving members whose participation in and service to the IFC over many years is deserving of special distinction, as deemed by a vote of the Executive Board of Directors and ratified by the general membership.
d. Life members receive all rights, privileges, and benefits associated with annual membership, and will receive a current membership card at no charge each year upon request.
B. DUES
1. Annual membership can be renewed each year beginning October 1 of the previous calendar year. Memberships purchased from October 1 to December 31 for the coming year shall be active for the remainder of the current calendar year as well as the entirety of the coming year.
2. Upon payment of duesa member is considered current and may request a copy ofthe current By-Laws.
ARTICLE III - MEMBERSHIP MEETINGS, FISCAL YEAR,BUDGET
A.MEMBERSHIP MEETINGS
1.The annual membership meeting will be held every January with minutes that are legally notarized. The major business of the year should be conducted at this meeting when at all possible. The annual meeting notice shall appear at leastone monthin advance of the meetingin the IFC e-newsletter and website and IFC clubhouse calendar.Other membership meetings, informal gatherings,or membership brunches/lunches may be held as designated by the Executive Board of Directors, the goal being to gather about once a month during high season (typically November – April).
2. An extraordinary membership meeting may be called by vote of a majority of members of the Executive Board of Directors or by a petition signed by at least 25 currentmembers of the IFC and delivered to the president of the IFC. Extraordinary membership meetings must be publicized in the membership e-newsletter and notice posted in the clubhouse a minimum of two weeksin advance of the meeting date. The president of the IFC will chair the meeting and the minutes will be legally notarized.
3. Attendance of20 current members will constitute a quorum to conduct business at membership meetings ofthe IFC.
4. The order of business at IFC membership meetings shall include the following: oral or written presentation and approval of the previousmembership meeting’s minutes; reports from the President, the Treasurer, and Committees; Old Business; New Business.
5. The rules of order as contained in Robert’s Rules of Order (current condensed edition)shall be the guide for all IFC meetings, whether regular or extraordinary, when not inconsistent with these By-Laws. The By-Laws take precedence.
B. FISCAL YEAR
The fiscal year of the IFC shall be the calendar year, running from January 1 to December 31 each year.
C. BUDGET APPROVAL
Once reviewed and approved by the Executive Board of Directors, the annual budget shall be presented for discussion and approvalatthe annual membership meeting, which should be scheduled in January each calendar year.
ARTICLE IV - FUNDS RECEIPTS AND DISBURSEMENTS
A.All funds received, whether dues, activity fees, donations, grants, or otherwise, shall be properly receipted, accounted for, and deposited to the IFC’s registered Mexican bank account on a timely basis. Allchecks, electronic payments, or cash disbursements of IFC funds must beauthorized by two members of the Executive Board,the President and Treasurer being the norm, but allowing for additional alternate cosigners authorized by the Executive Board.
B. Any donation, contribution, or grantoffered to the IFC for a specific project shall be reviewed by the Executive Board of Directors and steps taken to assure it is used for the purpose requested, provided the purpose is consistent withthe IFC purposes enumerated in Article I of these by-laws.
ARTICLE V - ELECTION OF EXECUTIVE BOARD OF DIRECTORS
A.Every two years, an election of officers to the Executive Board of Directors will be held at the annual membership meeting, to be held in January. The new Board will be installed at the conclusion of this meeting.
B. Only current members of the IFC may stand for election to the Executive Board of Directors. Each candidate must be aware of and willing to fulfill the obligations of the office for which they stand for election.
C. No IFC member may hold the same office on the Executive Board of Directors for more than two (2) consecutive terms nor serve on the Executive Board of Directors in any position for more than four (4) consecutive terms.
D.A Nominating Committee will be elected from among the membership at a membership meeting at least 2 months prior to the month in which an election is to be held.
E. The Nominating Committee will consist of a minimum of five (5) and maximum of seven (7)current IFC members in good standing, excluding members of the current Executive Board of Directors, and will determinethe size of the new Board (within the parameters named in Article VI, Section A), and contactcurrent board members and potential new candidates concerning their suitability and willingness to stand for election or reelection within the terms spelled out in section D of this article.
F. The Nominating Committee will inform the Executive Board of Directors of the slate of candidates for the new Board no later than the 15th of December in years in which an election will take place the coming January, in order that the slate can be duly announced to the membership.
G. The general membership will be sent the slate of candidates by e-newsletter and the slate will be posted in the Clubhouse at least 15 days before the date of the election to be held at the annual meeting. Thenotice will mention that nominations from the floor from current IFC members will also be accepted at the election meeting before voting is held.
H. The chairperson ofthe nominating committee will preside over the election. It is the responsibility of the nominating committee chair, working with the current Executive Board of Directors, to assure that the election is held and recorded in full accordance with these By-Laws, with Roberts Rules of Order, and with the requirements of Jalisco state laws governing Civil Associations, and to assure that proper election documentation is submitted to the IFC Notary no later than ten (10) working days after the date of the election.
I. Membership status will be checked and current members will be required to sign in at all annual meetings can be legally certified. Only current members who are present are eligible to vote in annual membership meetings.
J. In the event a ballot is used, the nominating committee chair will ask for three volunteers from among the current members in attendance to serve as Election Tellers to collect and count the votes and to announce the results. Ballots will be available for inspection by current members after the meeting if so requested.
K. The slate of officers standing for election will be reviewed with the membership, and an opportunity for nominations from the floor and discussion will be provided before the election is held.
L.Per Robert’s Rules of Orders, officers running unopposed can be elected by voice acclamation. If more than one candidate is running for an office, a paper ballot must be used for that race.
ARTICLE VI – TITLES AND DUTIES OF EXECUTIVE BOARD MEMBERS
A.TITLES
The Officers of the Executive Board of Directors shall consist of: the President, Vice President, Secretary, and Treasurer. Other Executive Board members will have Directorships consistent with their responsibilities. The total Board of Directors shall consist of no fewer than five (5) Directors and no more than nine (9)Directors, taking care that the total is an odd number. The presence of a majority of the total members of the Executive Board shall constitute a quorum for Executive Board meetings. Aside from the Officer positions, the size of the incoming Board of Directors within these parameters, and the titles of the remaining Directorships will be the responsibility of the nominating committee to propose to the membership each election cycle.
B.OFFICER DUTIES
l. President
a. Shall be the Chief Executive Officer of the IFC.
b. Shall be the official representative of the IFC to all outside organizations and government agencies
c. Shall have general powers to represent the IFC in all legal processes and to sign all legal documents.
d. Is authorized to perform all legal and financial actions, in accordance with the statues of the Civil Code of the state of Jalisco.
e. The President shall represent the IFC to the Mexican Treasury Department (Hacienda).
f.Shall call and preside at all membership meetings and gatherings as well as meetings of the Executive Board of Directors and the Advisory Board, which should be scheduled monthly during high season (usually November through April).
g.Shall be an ex-officio member of all committees, with the exception of the Nominating Committee.
h.Shall appoint the chairpersons of all standing committeesand ad hoc committees with the approval of the Executive Board of Directors.
i.Shall oversee the salaried and contracted personnel of the IFC and all office activities.
j. Subject to approval of a majority of the Executive Board of Directors, shall have the authority to appoint authorized cosigners to IFC bank accounts from among current members of the Executive Board of Directors, as well as to remove such cosigners. Cosigners who are no longer serving on the Executive Board of Directors should be removed from the list of cosigners within six months of departing the Board.
2. Vice President
In the case of absence,death, disability, resignation, or removal from office of the President, shall perform all the duties of the President.
3. Secretary
a. Shall be responsible for recording minutes at meetings of the Executive Board of Directors, the Advisory Board,and atmembership meetings.
b. Shall present to the corresponding body minutes from their previous meeting,orally or in writing, for approval or amendment.
c. Shall create a complete archive of all meeting minutes, along with copies of these By-Laws, at the IFC office, with offsite backup.
d. Shall be responsible for acknowledgement and thank you letters and/or emails to individual, service organizations, orother agencies for services, grants, and special donations given to the IFC.
4. Treasurer
a. Shall maintain complete accounting records at the IFC officeof all aspects of IFC activities, with offsite backup.
b. Shall submit financial reports (orally and/or in writing) on a regular basis to the Executive Board of Directors and the general membership.
c.Working with the President, shall be responsible for developing an annual operating budget for the coming year and presenting it to the Executive Board of Directors no later than at theirDecember meeting.
C. REPLACEMENT OF A DIRECTOR
Any Director who fails to attend two consecutive meetings of the Executive Board of Directors without cause and notice, or does not fulfill his or her duties, may be relieved of his or her office by majority vote of the Executive Board of Directors. In such a case, or when a Director resigns from the Board for any reason, or otherwise is unable or unwilling to fulfill his or her term of office, the President shall appoint, with the approval of a majority of the remaining members of the Executive Board of Directors, a replacement from among current IFC members to fill the balance of the Director’s term.
ARTICLE VII – ADVISORY BOARD AND COMMITTEES
A. All members of the IFC in good standing shall be eligible for appointment as committee chairperson.
B. The chairpersons of committees shall sit on the Advisory Board which shall meet regularly during the high season (roughly, November to April) . Advisory Board members may be asked to attend and participate in Executive Board meetings but will not have voting privileges.
C. Should the chairperson of a committee resign for any reason, or fail to fulfill the responsibilities outlined below, the President will appoint a new committee chairperson with the approval of a majority of the Executive Board of Directors.
D.In case of confusion or overlapping responsibilities among committees, the President shallclarify the areas of responsibilities of each committee involved.
E. The president may appoint ad hoc committees to carry out short-term, focused tasks or projects, keeping the Executive Board of Directors advised of a committee’s activities and progress.
F. Committee chairpersons:
1. May appoint committee members as needed.
2. Shall provide a verbal or written reportfor each meeting of the Executive Board of Directors.
3. Shall be responsible for implementing a budget as approved by the Executive Board and for providing accurate accounting of any revenues, expenditures, and activities undertaken by the committee.
ARTICLE VIII - DISSOLUTION
In the event of the IFC’S dissolution as a Civil Association under Mexican law, any funds or property on hand after meeting all the IFC’s outstanding financial obligations shall be distributed to organizations already receiving IFC financial support at the time of dissolution, at the discretion of and with oversight by the IFC Executive Board of Directors.
ARTICLE IX -AMENDMENTS
These By-Laws may be amended at amembership meeting by a two-thirds (2/3) vote of current members present (assuming a quorum of members is present), provided a minimum of 15 days advance notice of the proposed amendment(s) has been provided to members by email and has been posted in the clubhouse.
Attested to:
Date: ______
______
Henry GolasDaniel D Grippo
IFC PresidentIFC Vice-President
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