Amigos deTeacapan Bylaws:
ARTICLE I - NAME, PURPOSE 2
ARTICLE II - MEMBERSHIP 2
ARTICLE III - MEETINGS 2
ARTICLE IV - BOARD of DIRECTORS 3
ARTICLE V - COMMITTEES 5
ARTICLE VI - OPERATIONS 5
ARTICLE VII – PARLIMENTARY AUTHORITY 6
ARTICLE VIII – DISSOLUTION 6
ARTICLE IX – AMENDMENTS 6
ARTICLE X - CURRENT BOARD OF DIRECTORS 7
Business meeting. Executive sessions may be called by any Board member.
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization shall be AMIGOS de TEACAPAN.
Section 2: AMIGOS de TEACAPAN is a charitable, non-profit organization of “amigos ayudando a amigos”, (friends helping friends). The purpose of AMIGOS de TEACAPAN is exclusively for charitable, education and medical needs in the village of Teacapan in the state of Sinaloa, Mexico. Specifically, the organization is concerned with helping the Mexican community in removing obstacles which prevent children from receiving an education, assisting the medical clinic of the village and assisting individuals to obtain medical services not otherwise available to them.
ARTICLE II - MEMBERSHIP
Section 1: Membership. Membership is open to any person wanting to help the people of Teacapan.
Section 2: Business Meetings. Members are entitled to attend Business Meetings and Special Meetings. They are entitled to participate in discussions on matters before the Board, but without a vote on these matters.
Section 3: Study Sessions. Members are entitled to attend Study Sessions and, with the permission of the Board, to participate in discussions.
Section 4: Cancellation of Membership. Membership in this organization may be cancelled by the Board for due cause.
ARTICLE III – MEETINGS
Section 1: Business Meetings shall be in January, February, March and April. The President shall set dates for these meetings at the April Board Meeting. The president shall select a date for the meetings convenient to fellow board members All routine business requiring votes by the directors shall be conducted in Business Meetings..
Section 2: Special Meetings. Special Meetings are for the purpose of conducting business on matters requiring votes by the directors that cannot wait for the next Business Meeting. Special Meetings may be called by the President or a majority of the Board members.
Section 3: Study Sessions. Study Sessions are for the purpose of providing information to the membership and/or examining subjects in depth. The Board does not vote in Study Sessions. The session may be called by any member of the Board.
Section 4: Executive Sessions: Executive sessions are limited to the discussion of personnel matters and financial matters, which if discussed in public, could be deleterious to the organization. The Board may vote on matters brought before it in Executive Sessions. The Secretary shall report the subject matter, (personnel or financial), at the next
Section 5: Voting rights. Voting rights are granted to each Board member. They cast their votes during Business, Special meetings and Executive sessions.
Section 6: Notice. Notice of Regular and Special meetings must be publicized at least forty-eight hours before the meeting.
Section 7: Suspension of Rights. The rights of members to participate in discussions may be suspended by the meeting chairperson if in the opinion of the chairperson the meeting is out of order.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Authority and Compensation. The Board is responsible for the overall policy and direction of the organization and delegates responsibility for operations to committees. The Board shall have five Directors. Except for the power to amend the Bylaws, the Board shall have the powers and authority to conduct organization business in the intervals between meetings of the Board of Directors. The Board receives no compensation.
Section 2:Terms. All Board members shall serve three-year terms, and are eligible for re-election.
Section 3. Director positions. Each Director Position is unique and has a number assigned to it between one and five. A Board member is elected to a Director Position and retains this position for the duration of his/her term.
Section 4. Board Elections. Election of new directors or election of current directors to another term will occur as the first item of business at the February business meeting. The membership elects the directors. The Board shall publicize that there is to be elections at least one week before they are to occur. Director positions one and three shall stand for election together with director positions two and four standing for election the year following one and three. Director position five will stand for election the year following two and four. Voting shall be done by secret ballot.
Section 5. Nominating committee. The Board shall appoint, in its January business meeting, a committee of three for the purpose nominating individuals for vacant positions. The committee shall be chaired by a Board member whose position is not up for election. The committee shall present its list of candidates to the Board at a Study Session at an agreed upon time and place. The Board has the right to accept or reject one or all candidates and replace it with candidates of its choosing.
Section 6. Installation of Officers and Board Reorganization. The first order of business for the April Business Meeting is the installation of the newly elected Board members. The second order of business is the reorganization of the Board by the election of Board members to the officer positions of the Board. The new officers shall assume their responsibilities at the conclusion of this election process.
Section 7: Quorum. A quorum must be attended by at least 3 of the Board members before business can be transacted or motions made or passed.
Section 8: Officers and Duties. There shall be five officers of the Board consisting of a President, Vice-President, Secretary, Treasurer and a Member at Large.
President: The President is the chief executive officer responsible for the operation of the organization. He/she presides at meetings of the Board and appoints the chairpersons of standing and special committees. When the Treasurer is not available the President, with the approval of the Board, authorizes dispersal of funds.
Vice-President: The Vice-President shall convene regularly scheduled Board Meetings in the absence of the President. When the Treasurer or the President is not available the Vice-President, with the approval of the Board, authorizes dispersal of funds.
Secretary: The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and assuring that organization records are maintained. At the expiration of his/her term he/she shall deliver all records belonging to the organization to his/her successor.
Treasurer: The Treasurer shall receive all funds and deposits. These funds shall be deposited in the name of Amigos de Teacapan in a financial institution selected and approved by the Board. His/her signature is an authorizing signature for the dispersal of funds from the bank account of the organization. He/she authorizes dispersal of funds when approved by the Board. He/she shall be responsible for the filing of financial papers to government agencies as may be required. He/she shall keep an accurate record of all money received and expended, and shall regularly report at the Business meeting on the financial status of the organization. He/she shall serve without bond. He/she is the Chairperson of the Budget committee and recommends annual budgets for the organization and its committees. At the expiration of his/her term he/she shall deliver all records and monies belonging to the organization to his/her successor.
Section 9: Vacancies: When there is vacancy on the Board, with the approval of the Board, the President shall appoint a person to fill the un-expired portion of that position.
Section 10: Resignation, Termination and Absences. Resignations from the Board must be in writing and received by the Secretary. A Board member shall be dropped from the Board if he/she has three unexcused absences from Business meetings in a year. A Board member conducting him/her self in manner deleterious to the organization may be removed by a three-fourths vote of the remaining directors.
Section 11: Honorary Board Members. Honorary Board Members are the spouses of the incumbent elected Board members and newly elected officers not yet installed. Honorary members have all the privileges of the Board. They may serve as Standing Committee chairperson. They do not vote on matters before the Board.
Section 12: Life Board Members. Life Board Members are the founding members of Amigos de Teacapan. They have all the privileges of the Board. They vote on matters before the Board. If a Life Board Members vote causes a tie vote, the President has the option of not including the vote in the final count.
The original Bylaws of Amigos de Teacapan were approved at a meeting of the Board April 2, 2002. These are the founding members of Amigos de Teacapan.
Buster Dight Ken Cox
Vice President__________________________ ___________________________
Linda Buranen Beverly Dight
Marty Cox Rod Buranen
Section 13: Community Representatives. Community representatives are Teacapan residents of Mexican origin. They are responsible for assisting the subcommittees to identify and prioritize the needs. They represent Amigos de Teacapan to the Mexicans and disperse funds as requested by the Board of Directors. The Board chair shall appoint all Community Representatives.
ARTICLE V – COMMITTEES
Section 1: The Board may create committees as needed. The Board Chair appoints all committee chairs.
Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which includes the chairpersons for the Education and Medical Committees. The Finance Committee is responsible for developing and reviewing fiscal procedures and an annual budget. The Board must approve the budget, and all expenditures must be within the budget. Any changes in the budget must be approved by the Board. Annual reports are required to be submitted to the Board showing income, expenditures, pending income and encumbrances. The financial records are public information and shall be made available to the membership, Board members and the public.
Section 3: Standing Committees. There are two Standing Committees: The Education Committee and the Medical Committee. These committees are chaired by a member of the Board. The committee chairpersons is the chief executive officer of his/her designated area and responsible for the operation of that part of the organization. The committees each have their own budgets, have the authority to spend these funds and the sole responsibility for staying within their budget. All capital items are on loan from the organization to the community and the committees shall maintain a record of these loaned items. The Amigos de Teacapan assumes no responsibility for cost overruns. The committee chairperson or another Board member shall make all purchases and distributions. With the concurrence of the Board President, a committee chairperson may delegate their responsibility to another Board member. This transfer of responsibility shall be accomplished in such a manner as to assure no disruptions in operations.
Education Committee: The purpose of the Education Committee is to identify obstacles preventing children from receiving an education and helping the Mexican community with the removal of these obstructions. The Education Committee should as a minimum contain building representatives from each of the five schools in Teacapan, a social services representative and others as required. The building representatives shall be encouraged to form their own committees for the purpose of identifying obstacles and energizing the community on behalf of education.
Medical Committee: The purpose of the Medical Committee is to assist the medical clinic of the village and individuals to obtain medical services not otherwise available to them. The Medical Committee should include the clinic doctor, nurse, a social service representative and others as required.
ARTICLE VI. OPERATIONS
Section 1: Special Functions: The president shall appoint individuals to be responsible for the publication of News Letters and fundraising events. The president shall present for Board approval all plans for fundraisers. At the conclusion of a fundraiser, all proceeds will be turned over to the Treasurer.
Section 2: Fiscal Year – The fiscal year shall begin April 1 and end on March 31.
Section 3: Inspection of Books and Records. – All books and records of this organization may be inspected by any member, or his agent or attorney, for any purpose at any reasonable time upon 30 days written notice under oath stating such purpose. This notice shall be delivered to the Secretary and the Treasurer of the organization.
Section 4: Loans. – This organization shall not borrow money to finance its operations or the acquisition of capital equipment.
Section 5: Wages: All wages paid on behalf of AMIGOS de TEACAPAN must be approved by the BOARD.
ARTICLE VII PARLIMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the organization may adopt.
ARTICLE VIII DISSOLUTION
Upon dissolution of the organization the Board shall, after paying or making provisions for the payment of all liabilities of the organization, dispose all assets of the organization to a charitable organization in Teacapan whose purpose is similar to those described in these Bylaws. In the event that a suitable organization is not found in Teacapan then the disposal shall go to a charitable organization in Mazatlan with a similar purpose.
ARTICLE IX AMENDMENTS
These Bylaws can be amended at any Business meeting of the organization by a 2/3 vote of the Board members present, provided that the amendment has been submitted in writing at the previous Business meeting. The Board of Directors shall ensure the correctness of the amendment format and shall ensure that the wording of the proposed amendment is published in a newsletter before its consideration at a regular Business meeting.
ARTICLE X –CURRENT BOARD OF DIRECTORS
The following are the legal names and signatures of the officers of The Amigos Teacapan.
Rodney Gaylord Buranen
Member at Large_______________________________
Enoc Toledo Bailo
March 5, 2003
Revised Article III, Section 1
Added Article X
February 4, 2004
Add Section 12 to Article IV
March 28, 2005
Revised Article IV, Section 8
Added Article IV, Section 12
Added Article VI, Section 1
March 15, 2006
Revised Article I, Section 2
Added Section 5 to Article VI