GOVERNING DOCUMENTS

The Lake Chapala Society
16 de Septiembre 16-A, Ajijic, Jalisco, MX
(376) 766-1140



Amendments to the By-Laws of
The Lake Chapala Society, Asociación Civil (Non-Profit Organization)

Reasons for amending the By-Laws approved in 1999

The By-Laws of the Lake Chapala Society, A.C., hereafter referred to as LCS need to be amended in order to reflect the existence of the Lake Chapala Society Education Centers, A.C., hereafter referred to as LCSEC, as a Non-Profit Organization separate from LCS. LCS’s growth in size and complexity also requires the modification of the structure of the Board of Directors and of the elections.

In order to facilitate its understanding and translation, this document replaces all prior amendments to the By-Laws and this document will be translated, formalized by a notary and registered according to the laws of Mexico and the state of Jalisco.

The original document, in Spanish as well as in English, will be kept in the safety box at LCS. A copy of this document in English as well as in Spanish will be available to the members at LCS at all times.

ARTICLE I.

  1. NAME.- The name of the organization id THE LAKE CHAPALA SOCIETY, ASOCIACIÓN CIVIL, hereafter referred to as “LCS”.
  2. REGISTERED OFFICE.- The corporation’s registered office is located at calle 16 de Septiembre, number 16-A sixteen letter “A” in the village of Ajijic, Municipality of Chapala, Jalisco.
  3. DURATION.- The duration of the organization will be for a period of 99 ninety-nine years.

ARTICLE II.- PURPOSE

LCS is a non-profit charitable organization with the main objective of serving the entire Lake Chapala community. The purpose will be to create and maintain an organization to serve the educational, cultural, civic and social enrichment of its members and of the residents of the Lake Chapala area. The objectives and name of the LCS may not be changed or modified due to its irrevocable character. The purposes may include but are not limited to the following:

  1. To provide financial assistance to outstanding students attending accredited schools, trade schools or universities in agreement with the Policies of LCS and the Secretaría de Hacienda y Crédito Público (Mexico´s Treasury Department).
  2. To provide and maintain a part of the LCS facilities for the express purpose of educating Mexican children and providing educational and informational programs to local Mexican parents and adults. “Facilities” are defined as any and all of the properties owned by the LCS.
  3. To provide access to the LCS facilities for temporary use by other civic organizations for activities that are not in conflict with the LCS By-Laws or regulations and are approved by the Board of Directors, hereafter referred to as the Board, (see ARTICLE III below).
  4. To provide facilities where members may gather to exchange information and knowledge and where they may meet others who share common interests.
  5. To maintain an English language library and video collection within the facilities of LCS for LCS members and students who receive assistance from LCS in agreement with LCS policies.
  6. To provide space and time for free services deemed appropriate, informative and beneficial by the Board to LCS members and to the Mexican community in agreement with the LCS By-laws.

ARTICLE III.

  1. LCS will at no time whatsoever be involved in political, religious or profitable activities, with the exception of those allowed by the By-laws and will at all times function as a non-profit organization (A.C.) in agreement with the laws of Mexico and the state of Jalisco.
  2. LCS may be dissolved by means of a resolution adopted by 75% (seventy-five percent) of the member quorum present at the General Meeting summoned for the purpose. Such a meeting shall be summoned by the Board of Directors and any of the members may attend.

ARTICLE IV

LAW OF INCOME TAX RULE NUMBER 161, SECTIONS II AND IV OF ARTICLES 70-A, B AND C.

At all times LCS will operate according to the Income Tax Law, rule number 161, sections II and IV of articles 70 A, B and C (seventy A, B and C) which states:

ARTICLE 70-A

The foundations, boards and other entities of which the purpose is to economically support the activities of authorized companies or organizations in order to receive deductible donations in the terms of this Law, may receive deductible donations if they fulfill the following requirements:

  1. Use the total income for the purposes for which they were created.
  2. At the moment of its liquidation, all assets are given to entities authorized to receive deductible donations.

The requirements to which this article refers must be stated in the Articles of Incorporation of the company or organization in question.

ARTICLE 70-B

The non-contributing companies or organizations to which sections VI, X and XI of article 70 of this law refer, must fulfill the following in order to be considered institutions authorized to receive deductible donations in terms of this Law.

  1. That they be incorporated exclusively and function preponderantly as:
  2. revoked
  3. revoked
  4. Entities that are dedicated to any of the purposes referred to in sections VI, X and XI of article 70 of this Law and that in agreement with the general rules issued by the Secretaría de Hacienda y Crédito Público (Mexico’s Treasury Department) receive a substantial part of their income from funds granted by the Federation, States or Municipalities, from donations and income derived from carrying out the corporate purpose and that do not receive income in excessive quantities from lease, interests, dividends or royalties or from activities that are not related to the corporate purpose.
  5. That the main objective of the activities being carried out is to achieve the corporate purpose without intervening in political campaigns or being involved in propagandistic activities nor influencing legislation.

The publication of analysis or research without proselytism or technical support to a governmental organ which has requested it in writing, are not considered to influence legislation.

  1. That its assets are used exclusively for the corporate purpose, not granting benefits over distributable remainders to any natural person whosoever or to integrated natural persons or organizations with the exception of organizations referred to in this article or remuneration of services received effectively.
  2.  That at the moment of liquidation and as a result of it, all its assets are given to entities which are authorized to receive deductible donations in the terms of paragraphs a) and b) of section I of article 24 of this Law.
  3. Revoked
  4. Maintain at the general public’s disposition the information related to the authorization regarding the receipt of donations as well as the fulfillment of its fiscal obligations for the period and in the terms determined by the general rules of the Secretaría de Hacienda y Crédito Público (Mexico´s Treasury Department)

The requirements referred to in sections III, IV and V of this article must be stated in the Articles of Incorporation of the company or organization in question.

ARTICLE 70-C

The associations or civil organizations which are created with the purpose of granting scholarships may obtain authorization in order to receive deductible donations as long as they fulfill the following requirements:

  1. that the scholarships which are granted are in order to study at educational institutions accredited in terms of the General Education Law or, in the case of foreign institutions, are accredited by the General Council of Science and Technology.
  2. That the scholarships are granted by means of a contest open to the general public and that the allocation is based on objective data related to the academic capacities of the candidate.
  3. That the requirements referred to in sections II, III, IV and VI are fulfilled as well as the last paragraph of article 70-B of this Law.

ARTICLE V.-  COMPONENTS OF THE ORGANIZATION

  1. Member Meeting
  2. Board of Directors, hereafter referred to as the “Board”.

ARTICLE VI.- MEMBERSHIP

  1. There will be individual, family and honorary memberships. Expatriates and Mexican Nationals may acquire memberships upon fulfillment of the requirements as established by the Board and agreeing to adhere to the LCS By-laws and regulations. The Board may grant Honorary and Lifetime memberships.
  2. Each member will be entitled to one vote cast in agreement with LCS By-laws.

 

ARTICLE VII.-  MEMBER MEETING

  1. The general membership will be the Supreme Authority of the LCS and will meet at least once a year.
  2. The Annual Meeting will be summoned in December by the Board to discuss and/or vote on all matters requiring approval by the Membership, to elect officers and to hear the Annual Reports of the LCS President and Treasurer.
  3. QUORUM: The decisions of the assembly will be taken by a majority of the quorum present and a quorum will consist of not less that 50% plus one more person (Fifty percent) of active members in good standing. The members will be notified at least thirty (30) days prior to the Annual Meeting by the Board of Directors. In case the necessary quorum of 50% (fifty percent) plus one person of the membership in good standing is not present at an annual meeting, the meeting will be recessed for a period of 30 (thirty) minutes in order to increment the attendance. If after 30 minutes the quorum of 50% plus one member is not reached, the members who are present will be considered a legal quorum as long as at least 50 fifty members are present. The names of the members who are present will be registered and will be filed at the secretariat of LCS.
  4. MODIFICATIONS TO THE BY-LAWS: These By-laws may be amended or revised by a 2/3 (two-thirds) majority vote of the quorum at any Annual and/or Extraordinary Membership Meeting summoned for the purpose, provided that it is announced by newsletter at least 30 (thirty) days prior to the Meeting and the details and the purpose of the proposed change are made public to the membership by the Board on the LCS grounds, at least 30 (thirty) days prior to the voting date of the Meeting. All elected officers must sign all Amendments to the By-laws.
  5. Proposals from the Membership for amendments to the By-laws must:
    1. be submitted in writing to the Board, and
    2. be signed by no less that 50 (fifty) members in good standing, and
    3. have a detailed explanation as to the purpose of the proposed change.
  6. The secretary will take the minutes at the Annual and/or Extraordinary Membership Meetings. These minutes must be translated into Spanish and be duly registered as an official document.
  7. Order rules for the Meetings.- All meetings will be conducted according to ROBERT´S RULES OF ORDER except as otherwise provided by the By-laws and its amendments.

 

ARTICLE VIII.- ELECTION OF OFFICERS

The election of officers will take place every 2 (two) years in agreement with the regulations of LCS. The new structure of the Board of Directors will enter into effect when these By-laws are approved, the undersigning persons being the members of the Board of Directors. The first elections of the Members for this recently restructured Board will take place in December 2003 and the members of the Board will take office in January 2004.

ARTICLE IX.- BOARD OF DIRECTORS

  1. The Board of Directors will consist of 6 (six) duly elected members and a Director appointed to the LCS Education Centers A.C.;a total of seven voting members. The elected members shall be the President, Vice President, Secretary, Senior Director 1, Senior Director 2, and Senior Director 3. The President will indicate the specific duties of the Senior Directors by writing which must receive the approval of the Board. The Director of the Lake Chapala Society Education Centers shall be designated by the President and this designation must be approved by the Board. Non-voting Directors responsible for specific functions such as the Library Director or Facilities Director shall be designated by the President and the designations must be approved by the Board. The specific roles of these non-voting Directors and the persons to whom they must report shall be defined in the LCS Policies and Procedures. The immediate Past President may, at the discretion of the President, be invited to a Board meeting as an advisor without vote.
  2. The Board of Directors will be responsible for the fiscal and general management of the LCS and its assets in accordance with the LCS By-laws and regulations, the General Job Descriptions and Instructions with which each Board member will become thoroughly familiar.
  3. The Board will compile and maintain a complete set of policies, procedures and job descriptions in order to guarantee the consistent operation of the LCS thereby supplementing and clarifying the By-laws.
  4. The Board of Directors will engage a certified Mexican accountant who will advise the LCS Treasurer regarding the maintenance of the LCS financial records and LCS fund disbursements to assure compliance with Mexican laws.
  5. The Board positions are honorary and persons holding these positions will not receive payment or personal remuneration of any kind; nor will a person be appointed or elected to the Board who may have a conflict of interest at LCS.

ARTICLE X.- General Powers and Obligations of the Officers

The General Powers and Obligations of the President and the Board including all general and special faculties that in agreement with the Law require special clauses in terms of the first paragraph of article 2475 two thousand four hundred and seventy-five of the Civil Code of the State of Jalisco and the related article 2236 two thousand two hundred and thirty-six in the Civil Code of the Federal District will include but are not limited to the following:

  1. To initiate and desist from all types of procedures including appeals on unconstitutional grounds.
  2. To file a waiver or compromise in arbitration.
  3. To file and dismiss proceedings.
  4. To object.
  5. To make and receive payments.
  6. To file criminal charges and desist from them when the Law allows so.
  7. Collaborate with the Public Prosecutor and request the repair of damage through civil proceedings.
  8. Designate social, legal and employee representatives in labor matters with the amplitude of the Federal Labor Laws in force, in article 11 eleven, 46 forty-six, 48 forty-eight, 134 one hundred and thirty-four, section III, 523 five hundred and twenty-three, 692 six hundred and ninety-two, sections I, II and III one, two and three, 686 six hundred and eighty-six, 787 seven hundred and eighty-seven, 873 eight hundred and seventy-three, 874 eight hundred and seventy-four, 880 eight hundred and eighty, 883 eight hundred and eighty-three, 884 eight hundred and eighty-four.
  9. The powers referred to in the foregoing paragraph can be exercised before any kind of authority, private, administrative or judicial including federal, state and municipal and before the Conciliation and Arbitrage authorities, local or federal and before any kind of labor authority.
  10. Extended power for administrative acts in agreement with the second paragraph of article 2207 two thousand two hundred and seven of the Civil Code of the State of Jalisco and its concordant article 2236 two thousand two hundred and thirty-six of the Federal District Code as well as of the other places where this law is in force, with powers to carry out any type of acts inherent to the corporate purpose including but not limited to entering into, amending and canceling lease agreements, loan agreements, loan restitution agreements, service agreements and any other type of agreements or contracts.
  11. In all procedures in which LCS requires judicial power, it must seek the assistance of an attorney in agreement with article 2207 two thousand two hundred and seven of the Civil Code of the State of Jalisco.

These POWERS AND OBLIGATIONS will be explained in common terms in the Regulations.

ARTICLE XI.- ASSETS

  1. The assets of the LCS are made up of the income of the LCS derived from the donations from members, individuals, organizations and institutions and other resources deemed appropriate by the Board, as well as the properties and real estate acquired by means of legal deeds, bequests or rights that are transferred.
  2. The assets of the LCS will be used solely and exclusively to attain the social, civic, educational and multi-cultural objectives of the LCS.
  3. The assets of the LCS are meant exclusively for its own purposes and no member or person outside the LCS may claim any rights over said assets or properties of the LCS.
  4. Expenditures may be made by the Treasury as required in order to operate and maintain the LCS facilities and for other activities as approved by the Board.
  5. No expenditures will be made from the LCS assets that are in direct conflict with the text or purpose of Article 70-B seventy letter B.
  6. The President is authorized to accept properties on behalf of the LCS donated to the LCS.
  7. TRANSFER OF PROPERTY

 

  1. The transfer of property that has been bequeathed or donated to the LCS will be studied by a committee of no less than five competent members appointed by the Board and headed by the person in charge of the Committee for Long Term Plans and a recommendation will be made.
  1. The recommendations of the committee will be presented to the Board in order for the general membership to take action and/ or vote regarding the issue in agreement with the LCS Regulations.

The amendments to the By-laws of LCS were accepted by the general membership during an extraordinary assembly summoned for this purpose on…… an enters into effect on the same date.

This document is signed by:

Illegible signature                                    Illegible signature
Jim Penton                                              Jim Griffin
President                                                 Senior Director 1

 

Illegible signature                                      Illegible signature
Allan Maley                                                Carol Nicoll
Vice-president                                           Senior Director 2

Illegible signature                                       Illegible signature
Charles Smith                                            Nancy Creevan
Secretary                                                    Senior Director 3

Illegible signature   
Mary Alice Sargent
Director LCSEC