NCA Bylaws

Los Niños de Chapala y Ajijic, A.C.

Providing Educational Scholarships for

Mexican Children since 1970

NCA BYLAWS

August 4th 2014

 

NCA VISION:     TO NOURISH THE MINDS, BODIES AND SPIRITS OF MEXICAN CHILDREN

NCA MISSION: TO PROVIDE SCHOLARSHIPS AND RELATED FINANCIAL SSISTANCE

                             TO QUALIFYING LAKESIDE AREA STUDENTS

 

ARTICLE I – NAME

 Section 1. The name of the organization (Ref. Constitution, Article I) shall be: Los Niños de Chapala y Ajijic, A.C.

Section 2. The organization was registered as an Asociacion Civil (A.C.), a nonprofit organization in the state of Jalisco, The Republic of México, on 30 September 1977, under escritura publica No. 2057 in Chapala, Jalisco.

Section 3. These Bylaws support the Constitution (Acta Constitutiva) as written in 1977 in document number 2057 (registered in Chapala) and its subsequent amendments registered with the State of Jalisco and the Republic of México. These bylaws supercede and replace all previous versions.

 

ARTICLE II – AIMS, PURPOSES AND DEFINITIONS

Section 1. Los Niños de Chapala y Ajijic, A.C (NCA) is a non-profit organization whose objectives are “The foundation of a philanthropic institution dedicated to the attention of minors whose families are unable to gather the resources necessary to satisy their requirements for education, school clothing, food and medical attention”. NCA solicits sponsors from within the local Mexican and expatriate communities and from caring residents in the USA and Canada. (Ref. NCA Constitution Document 2057 Section II.)

Section 2. Clients of the Los Niños de Chapala y Ajijic, A.C. are defined as children, adolescents and young adults attending an educational institution who reside in the lake Chapala area and who require financial assistance for educational, supplementary food and medical expenses that their families are unable to provide for through their own financial means.

Section 3. Members of Los Niños de Chapala y Ajijic, A.C are persons who participate personally or economically in NCA and who make annual qualifying donations to the NCA general fund or sponsor one or more children. The Board of Directors shall establish the amount of such qualifying annual donations and sponsorships each year. The qualifying level shall be the same as the base amount for a primary level student, ie., currently $100.00 USD.

 

ARTICLE III – ADMINISTRATION

Section 1. NCA shall be administered by a Board of Directors comprising nine members, eight of whom shall be elected annually by NCA members at a GM plus the immediate past President. There shall be four officers: President, Vice-President, Treasurer and Secretary and four Directors-at-Large, all of whom must be members of NCA (see Article II Section 3).   All terms shall be for one year.

Section 2. Board members who are elected at the Annual General Meeting shall take office immediately following the meeting, provided that the newly elected and outgoing Presidents may provide for a transition period of up to two weeks. No Officer may be elected to the same post for more than three consecutive terms. This restriction does not apply to other Board Members.

Section 3. If any officer or director is unable to complete their term of office, the President, with the support of a majority of the remaining board members, may appoint an eligible member to serve in that position until the next annual meeting.

Section 4. Elected and appointed NCA Officers must be permanent residents of Lakeside and current members of NCA. Directors need only be current members of NCA.

Section 5. Officers and the Directors shall have responsibilities as outlined in Article VI and the specific powers and duties as outlined in Article VII.

Section 6. Committee Chairs are to be nominated by the President and approved by the Board and shall have responsibilities as outlined in Article VIII.

 

ARTICLE IV – MEMBERSHIP

Section 1. Membership in Los Niños de Chapala y Ajijic, A.C is open to all persons

willing to comply with these Bylaws and who assist the organization personally or

economically. Any person who makes a qualifying minimum annual donation or

sponsors one or more children (Article II Section 3) qualifies for membership in NCA.

Section 2. Only current members may vote, hold office, serve as Committee Chairs or

speak at meetings.

Section 3. The President, with the approval of the Board, may appoint honorary

members of the organization.

 

ARTICLE V – MEETINGS

Section 1. The following rules shall apply to all Meetings.

A. Attendance at General Meetings will be open to all those interested in the activities of Los Niños de Chapala y Ajijic, A.C, provided that only members are permitted to speak unless the President directs a specific question to a non-member attendee.

B .Attendance at Directors Meetings is restricted to Directors and invited guests.

C. Voting and speaking privileges at Meetings shall be limited to current members.

D. A quorum at General Meetings shall consist of fifty (5O%) plus one of the membership. If a quorum is not present initially, the presiding officer may call for another meeting to be held immediately, with the vote of the majority of the members present ruling; or the presiding officer may re-set the meeting for a time, date and place, occurring in the next thirty (30) days. Members may attend in person or by proxy. Proxies sent by fax or email, addressed to a sitting director are acceptable.

D. The Secretary shall keep accurate minutes of all Meetings.

E. All votes shall require a simple majority for passage, except for amendments to the Constitution, which require a two-thirds vote, and for dissolution of the Organization, which requires a three-fourths vote.

F. The President’s or presiding officer’s vote shall be considered in the event of a tie vote.

Section 2. Meetings shall be of the following types:

A. Annual General Meeting: Shall be held during the month of February, with at least 15 days prior notice, providing information of the time, date and place of the meeting, the report of the

Nominating Committee to be presented at the meeting, and any proposed changes to the Bylaws. The business of the Annual General Meeting shall be to: a) Present reports of the officers and committees on the activities of the organization, and b) Vote on the slate of officers as presented by the Nomination Committee and any additional names submitted as below. Any member making a nomination from the floor is required to have first obtained a written statement indicating the signature of the nominee indicating willingness to serve in that position for the term of office. All nominations must be recorded and a vote recorded to close the nomination process before any vote is taken on the positions to be filled. c) Present the Annual Budget submitted by the Board for the past year. d) Vote on any issues submitted by the Board of Directors, including Bylaw changes. e) Vote on any issues that have been submitted to the President, in writing, at least ten (10) days in advance of the meeting by a group five (5) or more ordinary members.

B. General Meetings: Shall be held at a time, date and place established by the President with Board concurrence. The business of these meetings shall be to:

a) Inform the membership and friends of current programs and projects for children.

b) Inform the membership and friends of current fund-raising projects.

c) Obtain volunteers for fund-raising programs and projects.

d) Provide an opportunity to sign up new Members.

C. Board of Directors Meetings: Shall be held as necessary for the operation of the organization, with the time, date and place established by the President. Fifty percent plus one of the Board Members shall constitute a quorum. The business of the Board shall be to:

a) Receive, review and approve reports of the Officers.

b) Receive, review and approve appointments and reports of Committees and Special appointees.

c) Prepare an Agenda for upcoming General Meetings.

d) Conduct the various affairs of Los Niños de Chapala y Ajijic, A.C. as outlined in Article VI.

D. Special General Meetings: Special General Meetings may be called to address a specific issue or emergency by a simple majority of Board Members or by any group of members representing at least ten (10) percent of the membership. Notification must be made on the time, date, place and agenda of the meeting to all members at least 15 days in advance of the meeting.

 

ARTICLE VI – RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Section 1. The responsibilities of the Board of Directors shall be to:

A. Advance and enact all the objectives of the organization.

B. Govern all affairs of the organization (financial, legal, management etc.) according to the NCA Constitution, Mexican Laws and regulations and these Bylaws.

C. Oversee the assets of the organization.

D. Develop and approve an annual budget.

E. Coordinate and assist clients to obtain additional or alternative services, if available from other funded agencies, and/or when the client no longer qualifies for support from this organization.

F. Select, schedule and organize fund-raising programs Review and approve all expenses in excess of $500 USD or peso equivalent.

G. Review and approve all appointments of Committee Chairs as proposed by the President.

 

ARTICLE VII – DUTIES OF OFFICERS AND DIRECTORS

Section 1. The Officers shall have the following duties.

A. The President:

a) Executes the objectives of the organization.

b) Presides over Board and Membership meetings and other ceremonies and functions of the organization.

c) Is responsible for meeting the requirements of the NCA Charter and the implementation of these Bylaws and subsequent amendments.

d) Administers overall activities with all power as specified in the Article 2554, second paragraph of Civil Code of the Federal District and also specified in Article 2475 of the Civil Code of the State of Jalisco and any subsequent amendments to these codes.

e) Executes dominion over all physical belongings of the organization as specified in paragraph 3 of Article 2475 of the Civil Code of the State of Jalisco and any subsequent amendments to these codes.

f) Represents, or designates a person to represent, the organization in any

legal matters.

g) Represents, or designates a person to represent, the organization before all authorities of the municipality, state or federal government as specified in paragraph 1 of Article 2554 of the Civil Code of the Federal District and Article 2475 of the Civil Code of the State of Jalisco and any subsequent

amendments to these codes.

h) Authorizes financial negotiations subject to the laws of Mexico.

i) Serves as Chair the Budget Committee.

j) Appoints and dismisses, as approved by the Board, all committee chairs, advisors and other appointed positions and, as necessary, revises the duties of directors.

k) Receives reports from Board members, committees and special appointees.

l) Appoints Board members as vacancies occur with the prior approval of the Board.

m) Votes on motions at all meetings only in the event of a tie vote.

n) Is an authorized signing officer for all legal documents (cheques require two signatures).

B. The Vice-President:

a) Assists the President.

b) Assumes the duties of the President in the President’s absence or at the Presidents pleasure.

c) Oversees and coordinates all fund-raising events, working with the Auxiliary chairperson.

d) Is a voting member of the Board of Directors.

e) Is an authorized signing officer for all legal documents (cheques require two signatures).

C. The Secretary:

a) Maintains accurate minutes of all Board and General Meetings.

b) Prepares and e-mails notices to the membership as directed by the Board.

c) Maintains the attendance sign-up sheets at all General and Annual General Meetings and turns over new information to the Membership Chair.

d) Creates and maintains an e-mail list for distribution of Meeting Minutes and other information for all members.

e) May maintain correspondence of the organization if so directed by the Board.

f) Maintains files of all past minutes, correspondence and reports, and turns these over to the next secretary.

g) Is a voting member of the Board of Directors.

h) Is authorized to sign cheques.

D. The Treasurer:

a) Maintains accurate accounting records (assets, income, expenses and liabilities) of all activities of the organization.

b) Maintains and disburses funds as approved by the President and/or the Board.

c) Receives dues from the Membership Chair, and all gifts and donations coming from members or others.

d) Deposits all monies received by the organization in the organization’s bank account at the bank chosen by the Board.

e) Confirms the accuracy of all receipts and facturas provided by the Records Coordinator and other financial documents of the organization before entering them in the Treasurer’s accounts and forwarding them to the accountant.

f) Works in cooperation with the appointed Mexican Accountant on periodic financial reports required by the A.C. Charter and Mexican laws and regulations.

g) Provides regular financial reports for the Board and membership, including information on financial trends or problems as they arise.

h) Provides the Board with a detailed semiannual report based on the projections in the Annual Budget.

i) Authorizes financial negotiations subject to the laws of Mexico, in addition to the President, with the consent of the Board.

j) Fills out the semi-annual financial statements required by IJAS.

k) Serves as a member of the Budget Committee.

l) Is a voting member of the Board of Directors.

m) Is authorized to sign cheques.

E. The Directors:

a) Serve as chairpersons or members of Committees.

b) Make regular Reports at Board and General Meetings.

c) Are voting members of the Board of Directors.

F. The Past-President:

a) The Past-President shall serve as a voting member of the Board with no specific duties.

 

ARTICLE VIII – COMMITTEES

Section 1. The following Committees may be appointed by the President with the approval of the Board of Directors.

A. The Nominating Committee shall consist of at least three members of the organization, not currently up for election, and as approved by the Board. The duties of the Nominating Committee shall be to:

a) Prepare a slate for the nomination of members of the Board of Directors for election at the Annual General Meeting.

b) Identify and recruit leadership, making every effort to encourage general c) Obtain a written statement of willingness to serve from each nominated officer.

d) Present a list of Nominees for elected officers to the Board of Directors, for their approval, thirty (30) days in advance of the Annual General Meeting.

e) After approval, publish the slate to the membership at least 15 days in advance of the Annual General Meeting.

B. The Budget Committee shall be chaired by the President. Members include the Vice-President and Treasurer. The duties of the Budget Committee shall be to:

a) Establish funding priorities and target fund-raising goals for the year.

b) Develop an Annual Fiscal Year Budget listing anticipated revenues and expenses in light of past expenditures and current projects.

c) Submit the Budget to the Board for approval.

d) Respond to financial emergencies as necessary and obtain Board approval when necessary.

e) Provide financial information to requesting agencies as required.

C. The Sponsor/Student Co-Ordination Committee shall be chaired by a Board member. The duties of the this committee shall be to:

a) Appoint and supervise a field office coordinator (FOC) for each field b) With the FOCs, prepare job descriptions for the social assistant secretaries.

c) With the FOCs, supervise and coordinate the activities of the social assistant secretaries.

d) Maintain contact with both the sponsors and their clients.

e) Maintain a database of sponsor and client information.

f) Make regular reports to the Board

D. The Fund-Raising (Auxiliary) Committee Chairperson shall be appointed by the Board. Reporting to a designated Director, the Auxiliary Chairperson shall:

a) Develop and supervise NCA fund raising programs and events*.

b) Appoint event and project supervisors where required.

c) Provide assistance to event and project supervisors where needed.

d) Write and/or edit and distribute press releases and articles.

e) Design and distribute posters and flyers.

f) Design and place newspaper and Internet ads.

g) Make regular reports to the Board.

* Programs and events shall include: Fund-raising dinners, Craft Circles, Coupon Booklets, Thrift Shop/BAZAR, and participation in special events such as the Chili Cook-Off, etc.

 

ARTICLE IX – OBLIGATIONS, LIMITATIONS AND RESTRICTIONS

Section 1. The following are the obligations of, and the limitations and restrictions placed on, the members of this organization:

A. Under no circumstances shall any member use, or cause to be used, the name of the organization in regard to any endorsement, activity, or representation without the prior written approval of the Board of Directors.

B. With the exception of approved, direct expenses, no director or committee chair shall receive any pay or remuneration or payment in kind from the organization, its members or others for any services provided to the organization.

C. It is prohibited to use the name of the organization in political campaigns or propaganda, or publication of proselytizing analysis or investigation to influence legislation, or technical assistance to a government organism that was not solicited in writing.

D. All activities shall be exclusively for the accomplishment of the social objectives (as outlined in Article II).

E. The basic aim of the organization (Article II, Section 1) cannot be modified or

F. Directors and Officers shall be jointly and severally responsible to ensure that all funds received by NCA are spent by NCA exclusively in accordance with the constitution. Specifically, all monies received for a specific child, with the exception of the administrative fee levied by NCA, must be spent directly on that child’s educational and personal needs in accordance with the donor’s wishes. Monies raised by the auxiliary, received from corporate sponsors or from individuals, not dedicated to a specific child, may also be used as above, or they may be used for general expenses as approved by the Board of Directors, provided that such expenses are incurred for the general benefit of the children

and for no other purpose. Procedures for disbursing funds is appended in ANNEX I.

Section 2. The following procedures shall be used for dissolving the organization:

A. This organization may be dissolved by a three-quarter vote of the eligible voting members present at a Special General Meeting called by the Board of Directors expressly for this purpose.

B. A person shall be appointed at this time to close out all pending business of the organization.

C. All assets and records shall be turned over to the person designated by the Board of Directors.

D. In compliance with Mexican law, any monies, possessions or properties left over at this time shall be donated to other entities authorized to receive such donations.

 

ARTICLE X – AMENDMENTS TO THE BYLAWS BY NCA ORDINARY MEMBERS*

Section 1. Ordinary members of NCA may originate and propose additions, deletions and/or changes to the Bylaws by submitting a written, signed petition to the President and/or Board of Directors, at least 10 (ten) days in advance of a Board Meeting, containing:

A. A statement of the probable advantages and reasons for the requested addition, deletion and/or change to the Bylaws.

B. A clear statement of the suggested wording of the proposed new by-law.

Section 2. The Board shall then take the following steps:

A. The Board of Directors shall consider the requested addition, deletion, and/or change to the Bylaws.

B. Within 45 (forty-five) days of receipt of the petition, the President shall inform the entire membership of the Board’s considered opinion and decision regarding the requested addition, deletion and/or change to the Bylaws.

 

*This article does not apply to members of the Board.

 

ANNEX I – PROCEDURE FOR DISBURSING FUNDS

Upon receiving a donation to NCA, whether it be designated for a specific child or contributed to the “General Fund,” the following procedures are followed.

1. An official, IJAS-approved, receipt is provided to the donor.

2. The donation is deposited in the NCA account in either the Multiva Bank. A copy of the cheque/deposit slip is retainedin donors file.

3. In the case of a donation for a specific child (student), a Sponsor Application is processed; original to sponsor, with copies to sponsor file and “sponsor” binder. A biography, photograph and grades are given to the sponsor.

4. The student’s family is notified and is given an “Information and Requirement

form” (I&R) indicating the sponsor’s name (if approved by the sponsor), the date the sponsorship begins and how much has been contributed to their school costs and/or monthly child support allotments. The parent or guardian signs the form (in triplicate); one for the family, one for the project office and one for the student’s file in the Sponsor-Liaison office.

5. Scholarship funds are given directly to the student (or parent/guardian) either at the beginning of the school year or progressively during the school term as necessary.

6. If provided by the sponsor, the monthly despensa (child support supplement) is given out in the third week of each month at the project office. The person collecting the student’s money must bring their copy of their I&R form to the project office in order to collect their monthly stipend. They sign for their cash. The list of signatures for each month’s despensa is returned to the Sponsor Liaison office.

 

Additional Comments from the NCA Board

A. Since most educational expenses must be paid before the beginning of the academic year in order for the student to enroll, NCA may advance most, or all, of the donor’s grant before the school year actually begins. This is common for children in junior grades. Typically, such school inscription fees must be paid during the months of June, July and August. In Ajijic, parents must pay inscriptions at Bancomer bank and present a bank receipt to the school before their children can enter the classroom.

B. NCA requires all parents to provide inscription-paid receipt copies as well. If such receipts are not provided, or if it is determined that a child is not in school (other than temporarily due to illness), that child may be dropped from the program.

C. Beginning in 2006, NCA will receive grade and attendance reports bi-monthly. If a student’s grades fall, and remain below 8.0, NCA’s minimum GPA required to maintain support, and the student refuses to attend NCA’s tutorial classes, the sponsor will be so advised, and NCA may recommend switching support to another qualified applicant. Sponsors who wish to continue private support will be offered the opportunity to do so outside the NCA program.

D. At the February 2006 AGM, the incoming NCA Board was requested to review past and current procedures for disbursing funds. This review determined that the procedures spelled out in paragraphs 1 through 6 above, supported by B and C above, provide a healthy balance between requiring documented proof of recipient’s accountability and our basic trust that our recipients’ parents wish to

improve their children’s chances for a better life by using these funds appropriately. In the vast majority of cases, this trust has been and continues to be repaid many times over as many, many students are continuing to receive all of the education they are capable of receiving, including some recent University graduates. Ultimately, this trust will benefit not only the students and their families, but society at large.