OUR BY-LAWS

Section 1. The name of this Civil Association is Amigos de Mexico, Mzt. A.C. 

Section 2. The Association will contain legal capacity and its own patrimony, in accordance with the indicated State Civil Code of Sinaloa in its Article 2552 and other relatives. Accordingly, this is a Civil Association without economic preponderant and perceives no economic gains. 

Section 3. The address of the Association will be the City and Port of Mazatlan, Sinaloa, but it may establish offices or branches or agencies in any other city in the state, country, or another foreign country.

Section 4. The Association will be Mexican. Any foreigner who acquires an interest or participates in the Association at the moment of its constitution of after will be considered a Mexican in relation to said interest or participation.

Section 1. The duration of the Association shall be ninety-nine (99) years and its fiscal year shall be from January 1^st through December 31^st.

Section 2. The purposes of the Association shall be:

1. to be a community minded organization that supports the education of students in impoverished schools of Mazatlan and seeks to enhance the experience of its members living in Mazatlan.
2. in general, to engage in contracts and activities, as well as all actions necessary or convenient, to comply with the above purposes or that may be related to such purposes.

Section 1. The Association’s revenues and assets shall be from member dues, donations, fund raising events, and other lawful activities. All funds shall be kept in the Association’s bank account(s), except to the extent required in cash for current needs. All disbursements, in cash or check, must be supported by appropriate documentation. Funds received from donations shall be used exclusively for the purposes donated. Administrative expenses can only be paid from member dues.

Section 2. To help maintain activities and to be able to realize the ends to which the Association was formed, these accounts can affect all of these activities which permit raising funds.

Section 3. In case of dissolution of the Association, all of the monies shall pass to these other charitable organizations in Mazatlan, Sinaloa: Hospice Mazatlan, and Tres Islas Orphanage Fund.

Section 1. Qualifications – Membership may be granted to any individual (or corporation) that supports the purposes of the Association and who pays the annual dues, if such dues are required for the class of membership. Membership shall be granted after completion and receipt of a membership application and the annual dues, if required.

Section 2. Classes of Membership – There shall be three (3) classes of membership:

1. Regular Member. A regular member shall be a person who has applied for membership as a regular member, paid the requisite annual dues, and meets such membership requirements as may be determined by the Board of Directors from time to time.
2. Lifetime Member. A lifetime member shall be a member who has (i) applied for membership as a lifetime member, by paying such amount as may be established by the Board of Directors from time to time; or (ii) a member who has been a substantial benefactor or supporter of the Association for a minimum of five (5) years or more and upon whom the Board of Directors elects to award such membership status as determined by the Board of Directors by an affirmative vote of two-thirds (2/3) of the members of the Board of Directors. Such payment or contribution shall constitute all membership dues payable to the Association during the lifetime of such member. A lifetime member shall have all the rights and privileges of a regular member.
3. Corporate Member. A corporation may be a member of the Association by meeting the requirements specified from time to time by the board, provided, however, that a corporate member may not hold office and the corporate member must designate one individual who shall be entitled to vote on behalf of the corporate member. The corporate member may not change the name of the designee more than one time in any calendar year and the membership card shall be issued in the name of the then named designee.

Section 3 – Termination of Membership. Membership may be terminated voluntarily by the member or involuntarily by the Board of Directors by an affirmative vote of two-thirds (2/3) of the members of the Board of Directors then serving.

Section 4. – Dues. All requisite dues shall be collected on an annual basis and shall be in such amount as the Board of Directors may establish from time to time. Unless otherwise stated in these bylaws all memberships expire on December 31st of each year, if not renewed prior to that date. A membership that has expired for failure to timely renew may be reinstated at any time prior to February 28th of the following year. Members who have not renewed their membership prior to February 28th of the following year shall be dropped from the membership rolls.

Section 5. – Record Date. All members who are entitled to vote and whose dues are current on the date of such voting, if such member is obligated to pay dues, shall be entitled to vote.

Section 6. – Voting. Each member entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the members. Voting on any question shall be by voice vote, or a show of hands, unless a majority of the members request a ballot vote. The election of officers and the election of any chair of a permanent committee shall be by a ballot vote, however, if there are no nominations from the floor and there is only one candidate for each office being filled, a motion may be entertained to elect the slate of candidates by acclamation.

Section 1. – Place and Conduct of Meetings. Meetings of the Association shall be held on such date, at such time and at such place within the City of Mazatlán, as shall be determined by the Board of Directors from time to time. The President shall preside at all meetings, and in his or her absence the Vice-President, and if neither is present, then the Secretary. If none of the forgoing are present, then such person as may be appointed by the Board of Directors shall preside.

Section 2. – Notice of Meetings. Notice of all meetings shall be communicated to the members by public notice and/or email by the Secretary (or if the office of Secretary shall then be vacant, by the President). Notice of meetings shall be given no less than ten (10) days prior to the date set for such meeting unless such meeting is a Regular Meeting in which case the notice shall be no less than three (3) days.

Section 3. – Quorum. A quorum for a regular or special meeting shall be ten (10) members entitled to vote. A quorum for an annual assembly shall be thirty (30) members entitled to vote.

Section 4. – Annual Assembly. The annual assembly of the members shall be held during the month of January each year. The purpose of the annual assembly shall be the election of officers and committee chairs as provided in these bylaws, the reporting to the members on the results of operation for the fiscal year then ended, and for the transaction of such other business as may come before the meeting. The notice of the annual meeting shall set forth the agenda for the meeting, and no business not set forth in such notice shall come before the meeting. If more than ten percent (10%) of the voting members request in writing that an item be included on the agenda and such writing is submitted to the Board of Directors not less than five (5) days prior to the annual meeting in question, then such requested item shall be placed on the agenda.

Section 5. – Regular Meetings. Regular meetings of the members shall be held once each month for eight months from October to May. If a member would like to add an item to the agenda, such member shall make a verbal or written request to the President before or during the meeting and the President shall decide whether to add such item.

Section 6. – Special Meetings. Special meetings of the members may be called by the Board of Directors. The notice for a special meeting shall state the purpose or purposes for which the meeting is called, and no business not set forth in such notice shall come before the meeting.

Section 7. – Manner of Acting. If a quorum is present, the affirmative vote of the majority of members represented at a meeting and entitled to vote on the subject matter shall be the act of the members. All meetings of the members shall be conducted in accordance with the procedural rules set forth in the most recent edition of Roberts Rules of Order, to the extent they do not conflict with these bylaws.

Section 8. – Voting by Proxy. Members who do not attend the Annual Assembly may designate a limited proxy in writing. The proxy letter will specify the absent member’s name, the name of the member designated by him or her to present the limited proxy with the names of the candidates for whom the absent member wishes to vote, the date and the signature of the absent member. No member attending may hold more than four (4) proxy votes.

Section 1. – Role of the Board of Directors. The business and affairs of the Association shall be managed under the direction of the Board of Directors.

Section 2. – Number and Composition. The board shall consist of not less than nine (9) members and be comprised of the Officers of the Association, the immediate Past President, and the Chairs of the Permanent Committees. The President of the Association shall serve as the Chair of the Board of Directors and the Secretary of the Association shall serve as Secretary.

Section 3. – Term of Office. Each member of the Board of Directors shall hold office until the expiration of the term for which the member was elected and until his or her successor has been elected and qualified or the member’s earlier death, resignation, or removal. All members of the Board of Directors shall serve two-year terms but are eligible for re-election. However, no member of the Board of Directors shall serve more than three consecutive two-year terms in the same position.

Section 4. – Place of Meetings. Meetings of the Board of Directors shall be held on such date, at such time and at such place, as shall be determined by the Board of Directors from time to time or by the members of the Board of Directors who have called a special meeting.

Section 5. – Notice of Meetings. Notice of meetings shall be communicated to the members of the Board of Directors by the Secretary (or if the office of Secretary shall then be vacant, by the Chair of the Board of Directors). Notices shall be in writing personally delivered to all members, sent via email to all members, or by direct verbal communication with all members. Notice of any meeting shall be given no less than seven (7) days prior to the date set for such meeting.

Section 6. – Waiver of Notice. A written waiver by a member of the Board of Directors of the member’s need to receive notice of a Board of Directors’ meeting, signed either before or after the time of the meeting, shall be equivalent to having received such notice. Attendance by a member of the Board of Directors at a Board of Directors meeting, whether in person or by proxy, without attending such meeting solely for the purpose of objecting to the notice or lack thereof, shall constitute a waiver of proper notice of the meeting. Any meeting of the Board of Directors may be adjourned by the chair of the meeting to reconvene at another time or place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 7. – Quorum. A majority of the Board of Directors then serving, represented in person or by proxy, shall constitute a quorum at a meeting of the Board of Directors. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of members during said meeting leaving less than a quorum then in attendance. If a meeting cannot be organized because a quorum has not attended, either the chair of the meeting, or those members present, in person or by proxy, by a majority of the votes cast by such members so present, may adjourn the meeting from time to time until a quorum is present when any business may be transacted that may have been transacted at the meeting as originally called.

Section 8. – Regular Meetings. Regular meetings of the Board of Directors shall be held once each month for eight months from October to May.

Section 9. – Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board of Directors or by three (3) members of the Board of Directors. The notice for a special meeting shall state the purpose or purposes for which the meeting is called.

Section 10. – Manner of Acting. If a quorum is present, the affirmative vote of the majority of members of the Board of Directors represented at the meeting and entitled to vote on the subject matter shall be the act of the Board of Directors unless a number greater than a majority is required by these bylaws and in such a case the affirmative vote of such larger number shall be the act of the Board of Directors.

Section 11. – Voting. Each member of the Board of Directors entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the Board of Directors. The President does not vote except to break a tie, the remaining officers: Vice President, Secretary, and Treasurer are entitled to vote. Each Chair of a permanent committee shall be entitled to vote upon each matter submitted to a vote at a meeting of the Board of Directors. Permanent Committees with a vote shall be: Fundraising, Membership, Member Services, Newsletter, School Support, Scholarship, and Website. Voting on any question may be by voice vote, unless any member shall demand that voting be by ballot. Cumulative voting shall not be permitted.

Section 12. – Voting by Proxy. Each member of the Board of Directors entitled to vote may vote by proxy. The proxy shall be in writing, signed, and dated by the member of the Board of Directors appointing the proxy. Proxies may be granted only to fellow board members. Each Board member may hold only one (1) proxy vote. A facsimile of a signature shall be deemed a signature. The appointment of a proxy is revocable by the member, either by attending the meeting and voting in person or by sending or delivering to the Secretary or to another officer or agent authorized by the Board of Directors to tabulate proxy votes, a written request revoking the proxy or a written request making a subsequent appointment of another proxy.

Section 13. – Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by no less than that number of directors necessary for a quorum.

Section 14. – Resignation and Removal. Resignation from the Board of Directors must be in writing and received by the Secretary. The resignation shall be effective upon receipt by the Secretary or at such subsequent time as may be specified in the notice of resignation. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. Removal of a director shall require a written application for removal submitted by a voting member of the Association and the affirmative vote that sufficient cause exists for removal of such director (without the requirement for naming the specific cause or causes) by two-thirds (2/3) of the Board of Directors then serving. The director being removed will not have a vote in this action and, if removed, will not be able to run again for a position on the board of directors.

Section 15. – Authority. The Chair of the Board, together with at least one other member of the Board of Directors, shall have the following authority, to represent the Association in the following manner:
(a) To hold a general power of attorney for all collections and litigation, with the capabilities referred to in Article 2554 of the Federal District Civil Code and in Article 2436 of the Sinaloa Civil Code.
(b) To hold a general power of attorney for administrative acts with all the general and special authority which may facilitate an open and free general administration, without any limitation, as in the second paragraph of Article 2436 of the Sinaloa Civil Code, and in Article 2554 of the Federal District Civil Code.
(c) To open, operate and close bank accounts, as approved by the Board of Directors. All checks written on the bank accounts must be signed by any two members of the Board of Directors.
(d) To exercise the agreements of the Association and in general finish all acts and operations that are deemed necessary or convenient for the purposes of the Association without limitation.
(e) To hold a general power of attorney for acts of domain without any limits, in the terms of the third paragraph of Article 2436 of the Sinaloa Civil Code and in Article 2554 of the Federal District Civil Code.
(f) To hold a general power of attorney to subscribe to and authorize titles of credit in favor of and against the Association.
(g) To authorize all types of contracts.
(h) To name holders of a power of attorney and to revoke said powers when the case warrants.

Section 16. – Policies and Procedures. The board shall develop, implement and update as needed policies and procedures to ensure activities of the Association provide good governance, comply with its bylaws and are executed in an effective and efficient manner. All such policies and procedures must be approved by a vote of the majority of the board attending a board meeting.

Section 1. – Officers and Committee Chairs. The officers of the Association shall be a president, a vice-president, a secretary, and a treasurer. Each officer shall serve on the Board of Directors. The remaining Directors shall be the Chairs of the Permanent Committees.

Section 2. – Election and Term. Each Officer and Committee Chair shall be elected by the members at the annual assembly of the Association and shall hold office until the expiration of the term for which the member was elected and until his or her successor has been elected and qualified or the member’s earlier death, resignation, or removal. All Officers and Committee Chairs shall serve two-year terms but are eligible for re-election. However, no officer or committee chair shall serve more than three consecutive two-year terms in any one position. On even-numbered years, those running for election are: the president, treasurer, member services chair, school support chair, and website chair. On odd-numbered years, those running for election are: the vice-president, secretary, fundraising chair, membership chair, scholarship chair, and newsletter chair.

Section 3. – Qualification. All officers and Committee Chairs must be members in good standing of the Association. In order to run for a position on the Board of Directors, a member must reside in Mazatlán for at least (4) months of each year. At least two (2) board members with signing authority on the bank account(s) must reside in Mazatlán at least ten (10) months of the year.

Section 4. – Vacancies. A vacancy in an office shall be filled by a vote of the majority of the remaining directors.
(a) If the vacancy is in a position other than that of President or Vice-President the person so elected to fill the position shall serve until the next annual assembly.
(b) If the vacancy shall occur in the position of President, the Vice-President shall assume such position and shall serve the remaining term of the President.
(c) If the vacancy shall occur in the position of Vice-President because the Vice-President has filled a vacancy in the position of President, as provided above, and the term for which the Vice-President was elected shall not expire prior to the expiration of the term of the President whose position he or she assumed, then the person so elected to fill the position of Vice-President shall serve until a President is elected by the members and such person assumes the position at which time the Vice-President shall resume the position as Vice-President to serve the remainder of his or her elected term.
(d) If the vacancy shall occur in the position of Vice-President and (i) such vacancy shall occur for some reason other than the Vice-President assuming a vacancy in the position of the President or (ii) Section 5 (c) does not apply, the person so elected to fill the position shall serve the remaining term of the Vice-President.
(e) If the vacancy is in the position of a chair of a permanent committee such vacancy shall be filled by a vote of the majority of the remaining board of directors and the person so elected to fill the position shall only serve until the next annual meeting. This person so appointed, may run for the position at the next regular election.
(f) If the vacancy is in the membership of any committee, it shall be filled by appointment made in the same manner as provided in the case of the original appointment.

Section 5. – President. The President shall preside at all membership meetings. The President shall present at each annual assembly of the Association an annual report on the work of the Association.
The President shall preside at all meetings of the Board of Directors and shall be the Chair of the Board. The President shall set the agenda for all membership meetings and Board of Directors meetings.

The President is considered an ex officio member all committees and may attend committee meetings as necessary. The President may not serve as a regular member of any committee.

Section 6. – Vice-President. The Vice-President shall in the event of the absence, incapacity, resignation, or removal of the President become acting president of the Association with all rights, privileges and powers as if he had been duly elected President. The Vice-President shall perform such other duties as from time to time may be assigned to the Vice-President by the President or by the Board of Directors.

Section 7. – Secretary. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be the custodian of the corporate records; publish the agenda for all meetings of the members and the Board of Directors; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.

Section 8. – Treasurer. The Treasurer shall:
(a) Ensure appropriate procedures and controls are in place for the proper handling and safeguarding of the Association’s funds and other assets.
(b) Ensure appropriate books and records are maintained so as to comply with statutory reporting requirements and to provide the Board and all members with the financial information the Board may from time to time decide is necessary.
(c) Ensure timely compliance with all statutory and Board financial reporting requirements.
(d) Perform other duties as may from time to time be assigned by the President or Board of Directors.

Section 9. – Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board of Directors may delegate the powers and duties of an officer to any Director or Directors.

Section 10. – Past President. The immediate Past President is not elected but may hold the position automatically when their term as President has expired or they have resigned. The immediate Past President shall serve as an advisor to the Board of Directors and may not vote on issues before the board. This person shall serve in this capacity for the length of the term of the current sitting President. This person must notify the Secretary in writing of their intention to exercise this option.

Section 11. – Permanent Committees. There shall be permanent committees for Fundraising, Membership, Member Services, Newsletter, School Support, Scholarship, Website and Finance and such other committees as the board may from time to time decide. Each permanent committee shall have a chair, who shall have the same rights and responsibilities as the officers of this board.

Section 12. – Fundraising Committee. The Fundraising Committee shall be charged with the responsibility of planning and implementing fundraising events for the charitable purposes of the Association and social events for the members. Prior to the beginning of each year, the Fundraising Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed charitable programs and a financial budget. The Chair of the Fundraising Committee shall report to the Board of Directors at every regular meeting on the status of the fundraising and social events of the Association and the status of the financial goals vis-a-vis the budget for same to the extent not before reported. The Fundraising Committee shall consist of the Chair and additional members as appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 13. – Membership Committee. The Membership Committee shall be charged with the enrolling of new members into the Association and maintaining such information about the members, as the Board of Directors may establish from time to time. Prior to the beginning of each year, the Membership Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed Membership Committee activities and a financial budget. The Chair of the Membership Committee shall report to the Board of Directors at every regular meeting on the status of the membership of the Association and the status of the financial goals vis-a-vis the budget for same to the extent not before reported. The Membership Committee shall consist of the Chair and additional members as appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 14. – Member Services Committee. The Member Services Committee shall be charged with overseeing all services provided to members and recommending to the Board of Directors for its consideration and approval new member services. Prior to the beginning of each year, the Member Services Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed member services and a financial budget. The Chair of the Member Services Committee shall report to the Board of Directors at every regular meeting on the status of member services and the status of the financial goals vis-à-vis the budget for same to the extent not before reported. The Member Services Committee shall consist of the Chair and additional members as appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 15. – Newsletter Committee. The Newsletter Committee shall be charged with the publishing on a monthly basis a newsletter for the benefit of members of the Association. Prior to the beginning of each year, the Newsletter Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed Newsletter Committee activities and a financial budget. The Chair of the Newsletter Committee shall report to the Board of Directors at every regular meeting on the status of the newsletter and the status of the financial goals vis-a-vis the budget for same to the extent not before reported. The Newsletter Committee shall consist of the Chair and additional members as appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 16. – School Support Committee. The School Support Committee shall be charged with the responsibility of implementing the charitable purposes of the Association, as set forth in these bylaws. Prior to the beginning of each year, the School Support Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed charitable programs and a financial budget. The Chair of the School Support Committee shall report to the Board of Directors at every regular meeting the charitable activities of the Association and the status of the financial commitments vis-a-vis the budget for same to the extent not before reported. The School Support Committee shall consist of the Chair who can appoint additional members to be on the committee with the advice and consent of the Board of Directors. Additional committee members may serve for a period of one (1) year but are eligible for re-appointment.

Section 17. – Scholarship Committee. The Scholarship Committee shall be charged with the responsibility of implementing and managing the Scholarship program for the students who are deemed eligible from the Primaria Schools we serve and shall have the financial responsibility of administering said scholarships through contracts with the students, parents, secundaria or preparatoria schools, and the financial sponsors. Prior to the beginning of each year, the Scholarship Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of all students eligible and all sponsors for this program as well as a financial budget. The Chair of the Scholarship Committee shall report to the Board of Directors at every regular meeting the activities of the committee and the status of the financial commitments vis-a-vis the budget for same to the extent not before reported. The Scholarship Committee shall consist of a Chair and one board member from the Finance Committee. Additional members and liaisons may be appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 18. – Website Committee. The Website Committee shall be charged with the publishing and keeping current the website for the members of the Association. Prior to the beginning of each year, the Website Committee shall prepare and submit to the Board of Directors for its review and approval, a listing of proposed Website Committee activities and a financial budget. The Chair of the Website Committee shall report to the Board of Directors at every regular meeting on the status of the website and the status of the financial goals vis-a-vis the budget for same to the extent not before reported. The Website Committee shall consist of the Chair and additional members as appointed by the Chair with the advice and consent of the Board of Directors and shall serve for a period of one (1) year but are eligible for re-appointment.

Section 19. – Finance/Audit Committee. The Treasurer shall serve as Chair of the Finance/Audit Committee, which shall include two (2) other members of the Board of Directors, to be elected by the Board of Directors and who shall serve for a period of one (1) year but are eligible for re-election. The Finance/Audit Committee shall be responsible for developing and reviewing fiscal procedures and seeing that the annual audit is completed. Monthly reports must be submitted to the Board showing year-to-date income and expenditures. The financial records of the Association are public information and shall be made available to the members and the Board of Directors upon request. Each year during the month of December the board shall arrange for a qualified non-board member to perform an audit of the Association’s financial books and records.

Section 20. – Nominating Committee. In October of each year the Board of Directors shall elect a Nominating Committee. The Nominating Committee shall consist of no fewer than three (3) members one of whom shall be a member of the Board of Directors and who shall serve as Chair of the Nominating Committee; provided, however, no member of the Nominating Committee shall seek to be elected to a position to be voted upon at the next annual meeting. The Nominating Committee shall be charged with the responsibility of selecting, from the members of the Association qualified to serve, a slate of officers and committee chairs to be nominated for such positions. However, the names of all qualified candidates shall be placed on the ballot with the Nominating Committee’s selection identified and listed first. The Nominating Committee shall report to the Board of Directors at its regular meeting held in November the names of individuals to be nominated. The slate of candidates shall be introduced to the members at the December members meeting and entered onto the ballot at the Annual Assembly in January. The term of the Nominating Committee shall end when the Nominating Committee makes its report to the members.

Section 21. – Other Committees. The Board of Directors may create such additional committees, as it may deem advisable, from time to time, each of which shall consist of at least one (1) director, which committees, to the extent provided when they are created, shall have and exercise the authority of the Board of Directors; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.

Section 22. – Committee Quorum. Unless otherwise provided by the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 1. – Dissolution. The Association can be dissolved for any of the following reasons:
(a) By consent of ten percent (10%) of its current members, by a ballot vote and/or in writing.
(b) By the completion of the terms stated in the Association contract with the exception of a special arrangement in the paragraph after the same clause.
(c) The judicial resolution:

The death or incapacity of one or several of the members shall not be a cause of dissolution of the Association. When the term of duration of the Association is completed, if the members wish to continue normal activities of the Association, it will be understood that there is an indefinite extension. There will be no need to make any modification in the constitution. When the members decide to dissolve the Association, they shall immediately liquidate, which should take place within a period of six (6) months, unless the members establish a distinct period for special circumstances. When the Association is liquidating, they should add to the name and social register the words ‘in liquidation’. If, after the liquidation, the Association still has assets, the total amount, except those amounts in trusts, shall be donated to other charitable organizations in Mazatlán, for example, Tres Islas Orphanage Fund. The trusts will continue to operate under the direction of the Bank.

Section 1. – Amendment of Bylaws. These bylaws may be amended by the members at any membership meeting held from December to March, provided written notice is given to the members at least a month in advance.