ARTICLE I.  The name of the association shall be: Club Las Amigas, de San Felipe, A.C. followed by the words “civil association” or the letters “A.C.”; hereafter called “The Association.”

ARTICLE II.  The domicile of the Association shall be the Port of San Felipe, Municipality of Mexicali, Baja California.  Membership is open to all women.  Associate membership may be extended to men.  Members will meet on the second and fourth Wednesdays of each month October through May.

ARTICLE III.  The life of the Association shall be indefinite.



 ARTICLE IV.  The Association is a nonprofit, educational and cultural organization.  It will not involve itself in any matter pertaining to politics or religion, and will not entertain any type of age, racial, social, or religious discrimination.  The object of the Association is to provide assistance for humanitarian, educational and civic projects to the San Felipe community.  In order to achieve these purposes, the Association will have the following goals and authority:

A.    Cooperate and help the regional population in any manner deemed appropriate by the Board of Directors.

B.     Provide educational opportunities for students in the San Felipe area in the form of scholarships (BECCAS) for outstanding         

         students   qualifying to attend University.

C.     Provide sponsorship for selected secondary students.

D.    Provide opportunities for primary students.

E.     Apply for and manage educational grants, or other applicable funding sources.

F.      Accept and manage donations or contributions from individuals and organizations.  Such donations or contributions may be real 

         estate, cash or goods and services.

G.     Provide educational, technical and other assistance to local schools.

H.     Provide goods and services to local residents (individuals to be determined by the Association, i.e. fire, burn, and accident victims.

I.       The promotion of events allowed by law which have as their object the entertainment, education, improvement of quality of life of the

         community at large and to further the aims and goals of the association.

J.       Any other legal action which may be considered as forwarding the aims and goals of, or which would benefit the Association.




ARTICLE V.    Directors will be selected every two years by the process of election by the general assembly at the second meeting in March as     provided for and consistent with Article VIII in the Bylaws.  Directors will meet at the call of the president and shall provide such service as may be needed by the Association.  Directors may be reimbursed for approved expenses incurred in the conduct of Association business.

 ARTICLE VI.  Directors must be members of the Association.



 Corporations through their representative person or individual persons who may or may not be members of the Association who are actively interested in the growth and well being of the Association and who have demonstrated this interest through tangible and substantial donations of monetary or other value to the Association shall be called Benefactors.

ARTICLE VII.  Benefactors shall meet at the call of the President.  These special meetings will be for the purpose of providing status reports, updates on future plans, establishing additional contacts, or to meet important persons involved with related activities of the Association.



 ARTICLE VIII.  The members will have the following rights providing their annual dues are current:

A.    Members will have the right to speak and to vote on projects or matters brought up at regular and special meetings. 

        Each member will have one vote.

B.     A member may become a Benefactor at any time by accepting the financial obligations described in Chapter 4, Benefactors.

C.     Associate members are not obligated to pay dues and therefore may speak but do not have the right to vote on projects or matters     concerning the Association.



ARTICLE IX.  The members are obligated to the following:

A.     Pay annual dues.  The amount paid is voluntary and must be paid by the member at the first regular attended meeting.

B.     Serve on committees as requested by the President.

C.     Maintain deportment that reflects well on the Association.

D.    All foreign persons who, at the Act of Formation or at any subsequent time, acquire an interest or participation in a society, will be considered by this simple act as a Mexican with respect to that interest or participation, and it will be understood that he agrees not to invoke the protection of his Government, under the pain of, if he fails to live up to this covenant, he will lose this interest or participation to the benefit of the Mexican nation.



ARTICLE X:  The assets of the Association are formed by:

A.     Membership dues.

B.     Monetary and other donations given by the Association members and others.

C.     Funds derived from various promotional events sponsored by the Association.

D.    Benefactor donations.

E.     Loans and grants.

F.      Goods and real estate which may be acquired in accordance with Mexican laws.

G.    Equipment and other materials which the association may acquire in order to fulfill its aims and goals.

ARTICLE XI.  The assets will be shown in the inventories and on the books, which are in the specific custody of the Treasurer or of her named         substitute, or of the President in the absence of both.



 ARTICLE XII.  The association will have the following structure, in descending order of authority:

A.     The General Assembly to which the Board of Directors through the President is accountable.

B.     The Board of Directors, to be composed of the President, Past President, Vice President, Treasurer, Secretary, University Scholarship Chairperson, and  Secondary Scholarship Chairperson which have been elected by the Membership. 

C.     The Standing Committees or working groups, which shall consist of but not be limited to the following: The School Committee, The Hands Up (Food and Clothing) Committee and the Membership Committee.

D.    Other committees as needed to organize various fundraising events throughout the year.

E.     The committees or working groups of any type which may be formed by the Board for investigative reasons or for the better functioning or management of the Association.

F.      Fundraising Committees to have a co-chair when deemed appropriate by the President.



 ARTICLE XIII.  The administration of the Association will be carried out by the officers of the Board of Directors.  Approved expenses incurred by officers or members which are directly attributable to the aims and goals of the Association will be reimbursed by the Association. 




 ARTICLE XIV.  The Board of Directors through its President, will be the administrative organ of the Association and will represent it before all types of persons or administrative, judicial, labor, or any other Authority, with faculty of General Power of Attorney for suits, collections, for administrative acts, and for acts of ownership, with all General and Special Powers which require special clauses in accord with the law, specifically the first three paragraphs of Article 2428 of the Civil Code of the State of Baja.  In declarative but not limiting language, and in accordance with the Bylaws of the Association the Board through its President, may do the following:

                A.       Executive agreements approved by the General Assembly including:

1.       Purchase, sell or lease equipment.

2.      Contract with and or employ technical, mechanical or other experts as needed to maintain or repair Association assets.

3.      Administer and direct the interests of the Association.

4.      Purchase, rent or lease real property, when necessary, to further the aims of the Association.

B.       Represent the Association before any Authority with the most ample powers, with faculties to request and contest Requests for Protection:  challenge Judges; initiate and desist from suits and actions; compromise; commit to arbitration and sign the Arbitration Agreement; agree to conventional procedures; submit to, or deny, jurisdiction; express and answer arguments; make offers, raises and adjustments; request award of property; bring civil and criminal law suits and give pardons if suitable.  In labor relations the President will, in addition have the right to appear on behalf of the Association, at all kinds of hearings, particularly in conciliation hearings being empowered to make all kinds of arrangements, agreements or transactions.  The President may delegate to any of its members the rights to execute acts.

C.      Exercise the required actions, by legal or other means, to collect payments due the Association.

D.     Make collections, effect payments, present all types of writs and documents, including tax returns; receive all types of writs and documents, including tax returns; pick up all kinds of documents, including checks returning overpaid taxes.

E.      Oversee the purchase or rental of all property, materials and supplies, which the Association may need to accomplish its aims and goals.

F.       Execute the signing of all civil, mercantile, labor-related and other types of contracts, and the execution of operations and the signing of documents which may be required to accomplish the aims and goals of the Association.

G.     Represent the Association before Federal, State or Municipal authorities, and before all other persons or entities, in matters pertaining to the Association.

H.     Obtain or grant loans, grant or take specific guarantees, emit obligation, accept, endorse or guarantee all types of instruments of credit, sign surety bonds or guarantees of all kinds with respect to obligations incurred by, or bonds given or received by third parties.

I.        Oversee the financial integrity of the Association to insure the realization of the stated goals and aims.

J.        Appoint or hire an attorney if needed and grant same Power of Attorney for the Association.



 ARTICLE XV.  The President, with majority approval of the Board of Directors, has the following powers:

A.     Hire and fire technical and administrative personnel which the Association may need either paid or honorary.

B.     Contract for other personnel required for the work of the Association; assign their wages, salaries and conditions and approve the resulting contracts.

C.     Submit proposals for grants and contract with special personnel to complete such proposals, or become a consultant for purposes of receiving such grants.

D.    Develop a master program of activities for the Association, and an annual budget.

E.     Appoint chairmen to the Standing Committees.

  ARTICLE XVI.  The duties of the President are as follows:

A.    Convoke and preside over all meetings established or called by the President.  And, sign the minutes of such meetings.

B.     Authorize and sign letters and documents submitted on behalf of the Association, with the exception of checks and financial instruments, which must also be signed by the Treasurer.

C.     Promote the Association by all legal means possible those activities which would help attain the aims and goals of the Association.

D.    Substitute to the Treasurer or appoint a member to substitute for the Treasurer in the absence of the Treasurer.

E.     Appoint substitutes for other incapacitated Board members as necessary.

F.      Appoint/or replace any Chairperson or Board member unable to continue to their duties.

ARTICLE XVII.  The duties Vice President are as follows:

A.     To officiate at meets in the absence of the President.

B.     To assume all duties, powers and responsibilities of the President in the event of the resignation or incapacitation of the President for the remainder of the original term.  In this case the Vice President position will remain vacant.

C.     To assist the President in the accomplishment of the above duties whenever needed.

ARTICLE XVIII.  The duties of the Treasurer with approval of the Board of Directors are as follows:

A.     To oversee the management of all funds.

B.     To maintain all accounts so that the financial condition of the Association may be determined at any time.

C.     To supervise and accomplish the filing of tax returns.

D.    To open and close bank accounts.

E.     To collect all monies for the Association, issuing receipts for same.

F.      To deposit the Association monies in special Association accounts.

G.    To disburse monies as authorized by the Association and to write and sign checks to approved recipients.

H.    To report to the Association at the regularly scheduled meetings all income and outgo of monies since the last regularly scheduled meeting and the current balance in all bank accounts.

I.       To provide an annual audited report of the financial status of the Association each year.

J.       To appoint and oversee Membership Chairperson.

 ARTICLE XIX.  The duties of the Secretary are as follows:

A.    To accurately record the minutes of all regularly scheduled general meetings and board meetings.

B.     To present the minutes of the regularly scheduled general meetings for approval or correction to the members at the next regular meeting.

C.     To present the minutes of the Board meetings at regularly scheduled meetings.

D.     To make the minutes available to any or all members.

E.      To prepare and file required minutes of annual meeting in Spanish according to law with a notary.

ARTICLE XX:  The association shall allot the total assets exclusively to the ends corresponding to its corporate purpose, not being allowed to grant benefits from the remainder to any Individual or entity nor to its members, be they individuals or entities, unless in the latter case the recipient is any authorized entity referred to in article 70-B of the Income Tax Law or due compensation for effectively received services.  The association at the moment of liquidation and pursuant to same shall allot the total of its assets to entities authorized as recipients of donations pursuant to items a) and b), Section I, Article 24 of the Income Tax Law.