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. The meetings of the Association will be held on the date, time and place within the City of Mazatlan, as determined by the Board of Directors from time to time. The President shall preside over all meetings, and in his absence the Vice President, and if neither is present, the Secretary. If none of the above is present, the person who may be appointed by the Board of Directors will preside.

Section 2. – Notice of Meetings. Notice of all meetings will be communicated to members by public notice and/or email by the Secretary (or if the position of Secretary becomes vacant, by the President). Notice of meetings shall be given no less than ten (10) days prior to the date set for said meeting, unless said meeting is a Regular Meeting, in which case notice shall not be less than three (3) days.

Section 3. – Quorum. The quorum for an ordinary or extraordinary meeting shall be ten (10) members with the right to vote. The quorum for an annual meeting shall be thirty (30) voting members.

Section 4. – Annual Assembly. The annual assembly of the members will be held during the month of January of each year. The purpose of the annual meeting shall be the election of officers and committee chairs as provided in these bylaws, the reporting to members of the results of operations for the fiscal year then ending, and the transaction of any other matter that may come up 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 be brought before the meeting. If more than ten percent (10%) of the voting members request in writing that an item be included in the agenda and said writing is presented to the Board of Directors not less than five (5) days before the annual meeting in question, then the requested topic will be included in the agenda.

Section 5. – Regular Meetings. Regular membership meetings will be held once a month for six months from November to April. If a member wishes to add an item to the agenda, that member must make a verbal or written request to the President before or during the meeting and the President will decide whether to add such item.

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

Section 7. – Manner of Acting. If there is a quorum, the affirmative vote of the majority of the members represented at a meeting and entitled to vote on the matter will be decided by the members. All meetings of members shall be conducted in accordance with the rules of procedure set forth in the most recent edition of the Roberts Rules of Order, to the extent that 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 be part of the Board of Directors. The other Directors will be the Presidents 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. To run for a position on the Board of Directors, a member must reside in Mazatlan for at least three (3) months of each year.

Section 4. – Vacancies. A vacancy in an office shall be filled by a majority vote of the remaining directors.

(a) If the vacancy is in a position other than President or Vice President, the person elected to fill the position shall serve until the next annual meeting.

(b) If a vacancy occurs in the office of President, the Vice President shall assume said office and serve the remainder of the President’s term.

(c) If the vacancy in the office of Vice President occurs because the Vice President has filled a vacancy in the office of President, as provided above, and the term for which the Vice President was elected shall not expire prior to the expiration of the office. the term of the president whose office he assumed, then the person so elected to serve as vice president shall serve until a president is elected by the members and such person assumes office, at which time the vice president shall resume the office of vice president to serve the remainder of the term. his elected mandate.

(d) If a vacancy occurs in the position of Vice President and (i) such vacancy will occur for any reason other than the Vice President assuming a vacancy in the position of President or (ii) Section 5(c) is not applicable, the person so elected to office shall serve the remaining term of the Vice President.

(e) If the vacancy is in the position of a chair of a standing committee, such vacancy shall be filled by a majority vote of the remaining board of directors and the person so elected to the position shall serve only until the next annual meeting. This person so designated may apply for the position in the next ordinary elections.

(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 over all membership meetings. The President shall present at each annual meeting of the Association an annual report on the work of the Association.

The President shall preside over all meetings of the Board of Directors and shall be the Chairman of the Board. The president shall set the agenda for all membership meetings and meetings of the Board of Directors.

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

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

Section 7. – Secretary. The Secretary will keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for such purpose; see that all notices are duly delivered in accordance with the provisions of these statutes or as required by law; be the custodian of corporate records; publish the agenda of all meetings of the members and the Board of Directors; and, in general, perform all the duties related to the position of secretary and other duties that the President or the Board of Directors periodically assign to the Secretary.

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) Ensuring that adequate books and records are maintained to comply with statutory reporting requirements and to provide the Board and all members with such financial information as the Board may decide from time to time to be necessary.

(c) Ensure timely compliance with all legal and financial reporting requirements of the Board.

(d) Perform other functions that from time to time may be assigned by the President or the Board of Directors.

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

Section 10. – Former President. The immediate past president is not elected, but he can take office automatically when his term as president has expired or he has resigned. The immediate past president will serve as an advisor to the board of directors and may not vote on matters before the board. This person will serve in this capacity for the duration of the term of the current Acting President. This person must notify the Secretary in writing of his intention to exercise this option.

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

Section 12. – Fundraising Committee. The Fundraising Committee shall be responsible for planning and implementing fundraising events for the charitable purposes of the Association and social events for members. Before the beginning of each year, the Fundraising Committee shall prepare and submit to the Board of Directors for its review and approval, a list of proposed charitable programs and a financial budget. The President of the Fundraising Committee will report to the Board of Directors at each regular meeting on the status of the Association’s fundraising and social events and the status of the financial goals in relation to the budget thereof to the extent where not before. reported. The Fundraising Committee shall be composed of the President and additional members appointed by the President with the advice and consent of the Board of Directors and shall serve for a term of one (1) year, but are eligible for reappointment.

Section 13. – Membership Committee. The Membership Committee shall be responsible for the registration of new members in the Association and for maintaining such information about the members, as the Board of Directors establishes from time to time. Before the beginning of each year, the Membership Committee shall prepare and submit to the Board of Directors for its review and approval, a list of the proposed activities of the Membership Committee and a financial budget. The President of the Membership Committee will inform the Board of Directors at each regular meeting about the status of the membership of the Association and the status of the financial goals with respect to the budget of the same to the extent that it has not been previously reported. The Membership Committee shall be composed of the President and additional members appointed by the President with the advice and consent of the Board of Directors and shall serve for a term of one (1) year, but are eligible for re-election.

Section 14. – Member Services Committee. The Member Services Committee shall oversee all services provided to members and recommend new member services to the Board of Directors for consideration and approval. Prior to the beginning of each year, the Member Services Committee shall prepare and submit to the Board of Directors for review and approval a list of proposed member services and a financial budget. The Chairman of the Member Services Committee shall report to the Board of Directors at each regular meeting on the status of member services and the status of financial targets with respect to the budget for members to the extent not previously reported. before. The Member Services Committee shall be composed of the President and additional members appointed by the President with the advice and consent of the Board of Directors and shall serve for a term of one (1) year, but are eligible for reappointment.

Section 15. – Newsletter Committee. The Newsletter Committee will be responsible for the monthly publication of a newsletter for the benefit of the members of the Association. Before the beginning of each year, the Newsletter Committee shall prepare and submit to the Board of Directors for its review and approval, a list of the proposed activities of the Newsletter Committee and a financial budget. The Chairman of the Newsletter Committee will report to the Board of Directors at each regular meeting on the status of the newsletter and the status of financial goals with respect to the budget of the same to the extent not previously reported. The Newsletter Committee shall be composed of the President and additional members appointed by the President with the advice and consent of the Board of Directors and shall serve for a term of one (1) year, but are eligible for reappointment.

Section 16. – School Support Committee. The School Support Committee shall be responsible for implementing the charitable purposes of the Association, as established in these bylaws. Before the beginning of each year, the School Support Committee will prepare and present to the Board of Trustees for review and approval, a list of proposed charitable programs and a financial budget. The President of the School Support Committee will inform the Board of Directors at each ordinary meeting of the charitable activities of the Association and the status of the financial commitments with respect to the budget of the same to the extent that it has not been previously reported. The School Support Committee will be formed by the President, who may appoint additional members to form part of the committee with the advice and consent of the Board of Directors. Additional committee members may serve for a one (1) year term, but are eligible for reappointment.

Section 17. – Scholarship Committee. The Scholarship Committee shall have the responsibility to implement and administer the Scholarship program for eligible students of the Elementary Schools we serve and shall have the financial responsibility of administering said scholarships through contracts with the students, parents, secondary or high school. schools and financial sponsors. Before the beginning of each year, the Scholarship Committee will prepare and submit to the Board of Directors for its review and approval, a list of all eligible students and all sponsors of this program, as well as a financial budget. The President of the Scholarship Committee will inform the Board of Directors at each ordinary meeting of the activities of the committee and the status of financial commitments with respect to its budget to the extent that it has not been previously reported. The Scholarship Committee will be composed of a chair and a member of the board of the Finance Committee. Additional members and liaisons may be appointed by the president with the advice and consent of the board of directors and shall serve for a term of one (1) year, but are eligible for re-election.

Section 18. – Website Committee. The Website Committee will be in charge of publishing and updating 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 review and approval, a list of proposed Website Committee activities and a financial budget. The chair of the Website Committee will report to the Board of Directors at each regular meeting on the status of the website and the status of financial goals with respect to the budget for the website to the extent not previously reported. The Website Committee shall be composed of the President and additional members appointed by the President with the advice and consent of the Board of Directors and shall serve for a term of one (1) year, but are eligible for re-election.

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 additional committees that it deems convenient, from time to time, each of which will be made up of at least one (1) director, which, to the extent that it is available at the time of its constitution, they will have and exercise the authority of the Board of Directors; but the appointment of such committees and the delegation of authority to them shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.

Section 22. – Committee Quorum. Unless the Board of Directors otherwise designates a committee, a majority of the entire 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.