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ASSOCIATION OF COMERCIANTES UNIDOS
(A California non-profit Organization)
Constitution and bylaws

Preamble:
Anywhere that a just cause exists and that involves the noble aspirations of a community, the efforts and purposes of a united action won’t have other result than success.



CHAPTER ONE
NAME, PURPOSE, ADRESS AND DURATION
ARTICLE 1.- Name.- The legal person that is being set up, it is named ASSOCIATION OF COMERCIANTES UNIDOS, whose name was selected by election and may use the acronym CU, or COMERCIANTES UNIDOS, it is a non-profit association of common benefit.

ARTICLE 2. - Type. - The ASSOCIATION OF COMERCIANTES UNIDOS is a legal person, regulated by the Secretary of State and the IRS, as well as the norms that follow. This association has been formed under the California Nonprofit Public Benefit Corporation Law for charitable and educational purposes. It is set up as a non-profit entity, of permanent duration, independent, autonomous and of common benefit.

ARTICLE 3. - Address. - The main address of the ASSOCIATION OF COMERCIANTES UNIDOS is: P.O. Box 1193 Stockton, CA 95201, and or/Cancun Restaurant. The Board of Directors may at any time or from time to time, change the location of the principal office from one location to another within said city and county and could carry out activities in other cities and/or counties and abroad.

ARTICLE 4. - Duration. - The ASSOCIATION OF COMERCIANTES UNIDOS will have an indefinite duration, but it could dissolve in advance for reasons contemplated in the law and in these bylaws.



CHAPTER TWO
PURPOSE AND SOCIAL DEVELOPMENT
ARTICLE 5. - Purpose. - The ASSOCIATION OF COMERCIANTES UNIDOS pursuit is the common wellbeing of our Hispanic business community, and the improvement of quality of life, both of the business and Hispanic community.

ARTICLE 6. - Objective. - The ASSOCIATION OF COMERCIANTES UNIDOS will have as an objective the voluntary grouping of Hispanic business owners, professional associations, and individuals that perform a commercial activity, mainly within the Hispanic community.
The specific objectives of the association will be:
To provide information in Spanish to all its members of the different governmental agencies, administrative and financial institutions that is useful in their respective businesses to improve the economic, social and cultural wellbeing.
United by a common interest, work with integrity and responsibility so that the community we represent can reach equal rights of justice and opportunity.

The ASSOCIATION OF COMERCIANTES UNIDOS, through its Board of Directors will coordinate the efforts of business owners in a variety of altruistic events to benefit the Hispanic community.

DEVELOPMENT OF SOCIAL OBJECTIVES
To fulfill its objectives, the association may engage in the following activities:
Organize the conditions to develop our own activities, celebrate contracts or agreements and associations with other nonprofit entities national or international.

Implement, sponsor, organize, and systemize all kind of events, in the country or abroad, that contribute to the accomplishment of the social objective.

Support, sponsor and/or facilitate the execution of ideas and proposals presented by individual or groups, whose purposes and objectives agreed with the ones of the ASSOCIATION OF COMERCIANTES UNIDOS.

Design and develop mechanisms of financing and investment, local, state and international necessary for the financing and support of the ASSOCIATION, its activities and projects, utilizing in either cases cooperation, delegated management of resources or any other acceptable means.

Engage in activities and programs that promote the total development of our business trade and benefit the ASSOCIATION.

Carry out other activities and economic transactions related directly or indirectly with our social objective, for the development and wellbeing of our membership, and the acquisition of property, including real estate for the ASSOCIATION.

Engage directly or indirectly by ourselves or with someone else through consortiums, temporary unions, or strategic allegiances with nongovernmental organizations or civil organizations or private sector entities, national or international, all those activities aimed at: Projecting, executing, managing, coordinating, controlling o evaluating plans, programs o projects, oriented towards the wellbeing of our associates and members, for those reasons we may associate, fuse, participate in temporary unions, consortium and elaborate agreements with other natural or legal individuals with the same or similar objectives.




CHAPTER THREE
MEMBERS, RIGHTS, OBLIGATIONS AND PROHIBITIONS
ARTICLE 7. - Types. - There are three types of membership: founders, associate and honorary.
Founding Members of the ASSOCIATION are those individuals that in 1997 thought of, promoted, convened, and generated the creation of the Association and made the first contributions towards its formation. For these by-laws purposes, it is considered to be founding members, Steve Gutiérrez, Ramón Guerrero, Jesús Villalvazo, Juan Rubalcaba, Juan Solis, Yolanda Flores, Frances Hernandez and Armando Bautista, whom they subscribed to the original bylaws that now are integrated into these present bylaws to form the Articles of Incorporation.
Associate Member is a voting member, natural or legal, once the Articles of Incorporation are signed and approved, they can be admitted as members of the ASSOCIATION according to the bylaws and once their dues are paid as established by the Board of Directors and the General Assembly.
Honorary Members of the ASSOCIATION are natural or legal individuals that because of their activities and scientific and/or economic contributions have contributed significantly to the social objectives of this institution. Their designation will be according to the requirements established by the Board of Directors.

ARTICLE 8. - Rights. - The general membership rights are:

To participate in the Association activities according to the agreed rules, regulations and established conditions.
To promote programs y projects to accomplish the Association objectives.
To elect and be elected as member of the Board of Directors or work committee when necessary.
To represent the Association, with previous authorization of the Board of Directors or General Assembly in any event as temporary or permanent speaker.
To received publications from the Association.
To acknowledge authorship of work completed as member of the Association.
To inquire into the economic and administrative management of the Board of Directors, examine records or documents and request information to the President or any member of the Board.
To voluntarily leave the Association according to the statutory rules and by-laws.
To propose amendments to the Association bylaws.
To appeal sanctionary decisions by the Board.
To apply for a license or permit, specifying its type and duration of the same.
To ratified the membership by the Board of Directors.

ARTICLE 9. - Member Responsibility. Will be those included in the Association list of principles written down in the Articles of Incorporation and those that are derived from general decisions adopted by the General Assembly, specifically:
Committed to make payments on time of ordinary membership dues and other contributions.
Committed to participate in the Association activities.
Utilize official publications and correspondence to promote the condition as member of this organization.
To request the General Assembly the Notice to meet and agenda, according to these bylaws.
To fulfill the statutory rules, resolutions, standing commission assigned by the General Assembly, Board of Directors or work committee.
To look after the good image of the Association.
To comply with the decisions taken by the General Assembly
To commit to the basic principles of the Association.
To abstain from taking items, documents or reports without authorization from the responsible party.
To act with ethics and loyalty in relation with the Association and community.
To look after the good administration of the Association’s property.
Pay on time ordinary and extraordinary dues agreed by the General Assembly according to the type of membership.
Represent with responsibility the participation of the Association in any event that is being represented and inform in writing about such participation within 10 days of such event.
To attend on time to the General Assembly meetings, work committees, from the stipulated starting hour till the last item in the agenda.

FIRST PARAGRAPH. - In case of no attendance, the Associate Member must communicate verbally or in writing to the Board of Directors or to the party that requested the meeting, within five working days, explaining the reason for the absence.

SECOND PARAGRAPH. - If the obligations stated in these bylaws are not met, the following sanctions will apply:

ARTICLE 10. - Prohibitions. The Association Members are prohibited:

To intervene in issues that compromises the respect of the Association member’s autonomy or their associates, their good name and prestige.

Acting as member of the Association to discriminate, against natural or legal individuals, for the following reasons: political, religious, sexual, racial, nationality, origin, class, or purchasing power.

To use the Association’s name, properties and assets for individual benefit, or different purposes other than those of the Association or that go against the statutory dispositions.

To prevent the attendance or intervention of active members to the assemblies, adviser meetings, committee meetings or to alter its normal development.

To use the Association’s meeting place or other meeting places not authorized by the Board of Directors for purposes other than those of the Association.
PARAGRAPH: The behavior listed in this Article is prohibited to all members. This conduct is not permitted and triggers the corresponding sanctions, for going against the responsible exercise of member’s rights, for affecting its good operation and for contravening the principles and norms of the Association.

ARTICLE 11. - Sanctions. - The ASSOCIATION can impose the following sanctions to their members, previous written application of charges and within a reasonable time period:
Reprimand. - Can be imposed by the Board of Directors, according to the regulations established for that effect. (The Association must elaborate the regulations that indicate what merits a reprimand, its procedures and the type of sanctions)

Temporary suspension as member. The Board of Directors can temporary suspend any member for any of the following causes:
Delayed payment of membership dues as established by the General Assembly or Board of Directors.
Non compliance with membership rights and responsibilities, or ignored warnings.
Any combination of causes that merits loosing the membership, while the General Assembly issues a final verdict.

Expulsion.- Can be imposed by the Board of Directors, for any of the following causes:

Violate repeatedly mildly or seriously the bylaws of the Association, the declaration of principles or the directives of the General Assembly.
Incur in any of the causes established in the ethics and moral manual of the Association.
The accumulation of three temporary suspensions.

Other sanctions. - The Association can also impose other sanctions that determine necessary, only if the General Assembly had previously established them.

PARAGRAPH: The Board of Directors will decide as the first instance in regard to the disciplinary measures of any member. It will correspond to the General Assembly to resolve the matter in a second instance if an appellate to the case is introduce.

ARTICLE 12. - Member withdrawal. - The voluntary withdrawal of members from the Association is authorized by the Board of Directors, once written notification is submitted by the interested party.

Once the application for voluntary withdrawal is received, and if there are balances due to the Association, the withdrawal can be conditioned to the payment of those balances, in accordance with the established internal agreement.

ARTICLE 13. - Member Expulsion. - The expulsion of members will be applied by the Board of Director with the approval of two thirds (2/3) of its members.

PARAGRAPH: An expulsion can only be allowed if the irregularities that the member is accused of, are verified to the detriment of the stability and prestige of the Association, all this may be subjected to the proper process of observing the principles of right to defense, two-tier process, publicity and contradiction, legality of evidence, respect for human dignity, etc.



CHAPTER FOUR
ADMINISTRATION AND DIRECTION

ARTICLE 14. - Administration Components. - The ASSOCIATION will have the following components for its government, direction and control:

General Assembly and (Council of Advisors)
Board of Directors
President (Legal Representative)
Fiscal Auditor
GENERAL ASSEMBLY

ARTICLE 15. - General Assembly. - And (Council of Advisors) – The General Assembly is the maximum authority to deliberate and make final decisions; It is formed by active Associate Members. The Council of advisors is composed of founding members and ex-presidents of the Association.

ARTICLE 16. - Functions. The following are functions of the General Assembly:

Approve their rules and regulations.

To exercise the maximum direction of the ASSOCIATION and to look after the fulfillment of the social objective, to interpreted the bylaws, and to set the right direction of general policies and its activities.
To amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws, according to the established provisions with the majority of votes of one half of the attendance plus one.
Approve the development of plans and programs for the Association, proposed for the accomplishment of the social objective by the Board of Directors, Members and Legal Representative.
Study, approve or disapprove, conclusively the financial reports and committee reports presented by the Board of Directors.
To issue the necessary statutory rules and regulations for the good functioning of the Association, within the limits established by these bylaws.
Indicate if necessary, the extraordinary contribution fees by members and establish the corresponding sanctions different from those already indicated in this bylaws, and without needing statutory reform.
To order corresponding administrative and judicial actions against the Directors, and Administrators, as well as recognize, stimulate and reward the actions of Administrators that deserve merit.
To structure and regulate the member’s right to an inspection.
To structure and regulate member participation in the planning of activities for the Association.
To offer members mechanisms of vigilance and control over the monies obtained from membership dues.
To look after the membership wellbeing.
To decree the dissolution and liquidation of the Association, obtaining the majority of votes of one half plus one of the attendances.
Elect the liquidator or liquidators and indicate who is going to receive the resulting balance once the liquidation is over.
Other functions that correspond by its nature, as the maximum authority of the Association that has not been assigned to another entity of the Association.

PARAGRAPH: The Council of Advisors function is that of oversight and advice the actions of the Board of Directors, using the directives and objectives of the ASSOCIATION as guidelines.

ARTICLE 17.- Meetings.- The General Assembly will meet regularly once a month, the first Thursday of every month, and extraordinarily when convened by the President or his substitute. Ordinary meetings will have as an objective to review financial reports, final balance, agree on all the necessary measures to accomplish the social objective and to determine the general direction according to the Association’s the economic and financial situation. The extraordinary meetings will be scheduled when necessary or in case of emergencies.

FIRST PARAGRAPH: Meeting the Following Hour: If it is time to start the meeting as it was announced, and there is not the necessary quorum to start it, can wait one hour, once the hour has passed, a Meeting of the Following Hour can begin, in which it could be argue and decide with any number of members that would represent a minimum of 10% of the total membership and no less than 50% of the total membership required to constitute the Association.

SECOND PARAGRAPH: Meeting on Their Own right: In case there was no Notice sent to meet during the first three months of the year, the General Assembly can meet on their own and without the need of a notice, meet the first working Thursday of the month in the place where the administration of the association occurs. In that case the General Assembly can deliberate and decide on the issues with any plural number of members.

THIRD PARAGRAPH: Second Notice Meeting: If the General Assembly is called for a meeting, and this doesn’t occur for lack of quorum, a new meeting will be called for, and can occur with any number of members. The new meeting cannot occur either before ten (10) working days, or thirty (30) working days from the scheduled first meeting date. In this case the General Assembly can deliberate and decide with any plural number of members.

FOURTH PARAGRAPH: Meetings without Attendance: The General Assembly may hold a regular meeting by teleconference, e-mail, telephone or other simultaneous communication equipment, as long as all directors participating in the meeting can communicate with one another or through written communication directed to the Legal Representative, in which it is stated the intention of the vote over a specific issue, as long as no more than one month had passed since receipt of the first and last notice.

ARTICLE 18. - Notice. - The notice for ordinary and extraordinary meetings will be done by the President or in his absence by the Vice-President. All Notices will be in written form, by e-mail, poster, or by the most expedite means considered by whoever requested the meeting. The Notice for an ordinary meeting must be done seven (10) working days minimum before the meeting, while for an extraordinary meeting must be done five (5) working days minimum. In both cases the Notice must include the Agenda for the day. In ordinary meetings the General Assembly can add issues to be discussed, that were not in the agenda or by the request of any member.

ARTICLE 19. - OBLIGATIONS WHEN DEALING WITH PETITIONS FOR AN EXTRAORDINARY MEETING: The Board of Directors will have eight (8) working days to accept or negate a request for an extraordinary meeting, either by the Fiscal Auditor or any active member.

The only reason to negate a request to meet is when the issues to be discussed are contrary to the Association rules, regulations and bylaws.

ARTICLE 20. - Quorum.-The General Assembly may deliberate when they are present or represented by a plural number of members that would represent a majority of members with the exception of election meetings. The General Assembly’s decisions may be taken by a plural number of members present that would constitute a majority in the meeting.

ARTICLE 21.- Majority.- Once the General Assembly is in session as indicated in these bylaws and the decisions have been adopted by a number of votes according to the bylaws, it will force all members present and no present to accept them if they are of a general character and are according to the bylaws.

FIRST PARAGRAPH: During sessions the only ones allowed to vote are active members that are current with their social and financial obligations as members, and that have paid their dues at least 30 days in advance.

SECOND PARAGRAPH: Disqualified members are not eligible to participate in a quorum.

THIRD PARAGRAPH: Any member with a right to vote can attend the meeting through representation by another member that can deliberate and decide on his behalf.

ARTICLE 22. - Limits of representation. The Directors shall not represent members to the General Assembly. No more than three (3) members can be represented in the same meeting.
BOARD OF DIRECTORS

ARTICLE 23. - Composition. - The Board of Directors is a permanent governing entity, elected by the General Assembly through a direct vote, for the duration of two (2) years. It is composed of eight (8) active members:
President
Vice-President
Secretary
Treasurer
Three (3) Officers
Sergeant of Arms

PARAGRAPH. - The Board of Directors will have a Sergeant of Arms, designated by the President in turn.

ARTICLE 24. - To be a member of the Board of Directors, it is required:
To be an active member of the Association.
To be clear with the treasury at the moment of the election.
No having sanctions of any type by the Association.

PARAGRAPH. - It is understood that any change or member replacement to the Board of Directors is not considered full term, just a completion of the designated period.

ARTICLE 25.- Resignations.- When a member of the Board of Directors resigns, or does not attend three (3) consecutive meetings and five (5) non consecutive meetings, the rest of the Board can designate a replacement. This candidate can be drawn from the ones that obtained greater voting count in the previous Board election at the General Assembly.
PARAGRAPH. - Due to resignations or absenteeism the Board of Directors is left with less than three members, or the position of Fiscal Auditor is vacant, a Notice to Convene by the General Assembly will be called for as an extraordinary meeting. The ones calling for the meeting can propose candidates to the vacant positions, and elect them with quorum and according with article 20.

ARTICLE 26. - Decisions. - The Board of Directors decisions are resolutions that will be the result of deliberations that will be recorded in the minutes; a quorum is reach to deliberate and decide in the presence of a majority of its members. To elect or replace the Legal Representative, it is necessary to obtain 100% of the votes. If the board does not agree on the resolution, it will be the General Assembly who would issue a final decision.

ARTICLE 27. - Functions. - The following are functions of the Board of Directors:

Dictate the decisions and resolutions and make them known to the members through notifications utilizing written or electronic means of communication.

Establish its own internal rules and regulations, the General Assembly and the Founding Members; these rules and regulations will be discussed by each of the corresponding groups for its final approval.

Decide the admission and/or expulsion of members, taking into account the following bylaws and the applications of the Board of Directors.

To create the necessary organisms for the adequate functioning of the Association.

Name the Directors of different Work Committees, which they will present themselves to the President and General Secretary, pledging to fulfill the assigned functions.

Study the reports and recommendations from the committees and membership in general, always trying to respond according to the program and budget approved by the General Assembly and/or the Board of Directors for that purpose.

Agree with the Fiscal Auditor, the internal accounting system to be used.

Approve as a first instance the financial reports, and bank’s statements that the president will eventually present to the General Assembly.

To convene to the General Assembly sessions, ordinary and extraordinary when necessary in the manner stipulated by these bylaws.

To examine when necessary the files and financial reports of the Association.

Other functions according to the Association bylaws.
ARTICLE 28. - Meetings. - The Board of Directors will meet regularly at least once per month, by written notification of the Association’s President or Vice-President. For regular meetings the notification will be done three (3) working days in anticipation, for extraordinary meetings to attend urgent situations one (1) working day in anticipation.
The required quorum is obtained by the assistance of at least one half plus one of the Board members, as well as for voting. After 30 minutes of the hour that the meeting was called for, the Board of Directors can deliberate and make decisions if there is the required quorum.

PRESIDENT OF THE BOARD OF DIRECTORS
ARTICLE 29. - Board of Directors’ President Election. - The President of the Board of Directors is the Legal Representative of the Association, is elected by the General Assembly for a period of two (2) years. If absent temporarily or accidentally, the Vice-president will replace him with the same authority and limitations.
The President of the Board of Directors will be in charge of his functions until a new replacement is designated and the position is transferred to the new President.

ARTICLE 30. - Functions. - The functions of the President of the Board of Directors are:
To act as the Legal Representative of the Association.

To convene and preside within the limits set by these bylaws, all the General Assembly and Board of Directors meetings as well as representing the Association in any social event.
To look after the Association interests, sign the minutes, contracts, agreements, special correspondence and all documents generated by the Association; without the signature those documents are not valid.

Take legal action against anyone that embezzle, destroy or damage the Association’s property and assets.

Organize the expenses and sign with the Association’s Vice-President and/or Treasurer all checks/payments within its own limitations.

Approve all acts and contracts that commit the Association and those indicated in these bylaws, rules and regulations, General Assembly agreements, Board of Directors resolutions and other documents.

To present to the General Assembly written reports about the Association’s operations and in extraordinary meetings explain the reason for the meeting.

Enforce the law, the bylaws, internal rules and regulations, the General Assembly agreements, the Board of Directors resolutions, and the Association principles.

Name the functions and responsibilities necessary for the good functioning of the Association.

Celebrate the events, and the contracts for the development of the Association’s social objective with previous authorization by the Board of Directors.

Place under consideration and approval of the Board of Directors and the General Assembly, the Association’s plans, programs, and projects.

Verify the compliance of projects approved by the Board of Directors, their formulation and presentation.

Make sure the projects would be presented on time and with the required quality.

Other functions that are required by this position.


PARAGRAPH: Vice-President. - The Association’s Legal Representative Substitute is the Vice-President, whom will have the same functions of the Legal Representative, in case of temporary of definite absence.

GENERAL SECRETARY

ARTICLE 31. - Functions. - The General Secretary will be responsible for the Association’s minutes and will have the following attributions and functions:

Attend the General Assembly and Board of Directors meetings, write down the corresponding minutes, signs them with the President and making them available to the Board and Assembly.
Keep a record book with all registered sanctions.

Renew the President’s signature whenever is required and sign special correspondence in his absence.

Notify, communicate and publish, according to the procedures, the agreements, resolutions, programming, bulletins and in general publicize the Association activities.

Communicate and send the Notices for ordinary and extraordinary meetings of the General Assembly and Board of Directors.

Keep an alphabetical ordered list of current members with their respective address, telephone numbers and e-mails in the member’s book.

Perform a general inventory in conjunction with the treasurer of the Association assets and sign the respective documents.

Other functions that are required and/or assigned by these bylaws, the general Assembly and the Board of Directors.

TREASURER

ARTICLE 32. - Functions. - The treasurer shall look after the Association assets, keep and maintain adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The treasurer shall deposit all moneys and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, and shall render to the President and Directors, whenever they request it, an account of all the treasurer’s transactions as treasurer and of the financial condition of the Association. The treasurer shall elaborate an inventory of the Association assets in conjunction with the Secretary and the supervision of the Fiscal Auditor and issue for approval and signature all checks and financial documents of the Association to the President and Vice-President

If required by the Board of Directors, the treasurer shall give the Association a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the treasurer’s office and for restoration to the Association of all its books, papers, vouchers, money and other property of every kind in the treasurer’s possession or under the treasurer’s control on the treasurer’s death, resignation, retirement, or removal from office. The Association shall pay the cost of such bond.

OFFICERS

ARTICLE 33. - Functions. - The Officers shall perform all other duties of the Board not assigned by title and as may be required by the Articles of Incorporation, or these bylaws, these additional duties shall be assigned from time to time and subject to control by the Board of Directors. The Officers shall be elected by the General Assembly, and shall serve at the pleasure of the Board. Any Officer may resign at any time by giving written notice to the Board of Directors, any resignation shall take effect on the day of the receipt of such notice or at any later time specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective. A vacancy of any Officer because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.



SERGEANT OF ARMS
ARTICLE 34. - Functions. - The Sergeant of Arms plays a vital role in how the Association prepares for meetings and activities, from keeping the order during the General Assembly and Board meetings, to provide support to the President, welcome members and guests, roll call, enforce the rules, be loyal and discipline to carry out orders from the President of the Board of Directors.

The primary function is to preserve the order within the Association and support the President by making sure he has all the materials and or support needed before the meetings, be there early to greet everyone and provide motivation and enthusiasm to members and guests. The sergeant of Arms will ensure that all the bylaws and traditions are respected by everyone; during these meetings it is his responsibility to make certain the proper procedures are followed, any infraction or violation of the Association policies or bylaws by any member or guest is reported for further action or called to order when necessary. The Sergeant of Arms must first issue a warning to the offending member or order the removal from the meeting if necessary. When the meeting agenda has been exhausted, adjourn all the meetings.

FISCAL AUDITOR

ARTICLE 35. - Functions. - The Association shall have a Fiscal Auditor, preferably a CPA, shall have voice but no vote and cannot be a member of the Association. The Auditor shall be named by the General Assembly and his functions are:

Watch over the Association’s accounting, the completion of project budgets and proper paperwork.

Make sure that the General Assembly, the Board of Directors, Work Committees and general membership operate according to the legal norms, rules and regulations, bylaws and principles of the Association.

Review the General Assembly minutes, accounting books, correspondence, files and all the Association’s documents.

Inform the general Assembly of the Association general administration.

To convene an extraordinary General Assembly meeting when the Board of Directors contravene the legal norms, rules and regulations, bylaws, or in case of a vacancy.

Inform on time to the right department or institution of irregularities that occur in the Association’s functioning and operation development.

Collaborate with government entities that have an oversight over the Association and provide the necessary requested reports

Permanently inspect the association assets and try to implement conservation and security measures.

Other functions that correspond by its nature, and specified by the legal norms, rules and regulations, bylaws or through agreements of the General Assembly.



CHAPTER FIVE
PATRIMONY

ARTICLE 36.- Patrimony.- The Association’s patrimony is composed of the totality of its properties, including real estate, tangibles and intangibles values, titles, files, contracts, etc. of which a complete appraised inventory must be kept at all times.

ARTICLE 37. - Financial Source. - The Association’s funds come from:

Ordinary membership fees and extraordinary contributions made by the Association membership.
The result of contracts or agreements for services by the Association.
Donations, subsidies, contributions and similar from natural individuals or private entities, national or international made to the Association.
Profits obtained from their own property.
In general all income obtained legally.

ARTICLE 38.- Use of the Association’s funds.- The assets and Money of the Association are indivisible; no founding member or anyone else related to the Association will have special privileges, nor they will receive any sum of Money from profits or any surplus.

Natural or legal persons that donate assets to the Association will not have any preeminence within the organization because of the donation.

No part of the Association’s profits, assessments, rents or benefits obtained, will become patrimony of any member of the Association, even in case of liquidation; all profits not capitalized will be used for the Association mission and in case of liquidation, it will be used as stipulated in these bylaws.

ARTICLE 39.- Of the Budget.- The Association’s operating budget and investment shall be presented every year by the President of the Board of Directors to the General Assembly for review and approval, which would be send with the meeting notice and executed in the following twelve (12) months.

ARTICLE 40. - Contributions to the Association. - The monthly contribution for the support of the Association shall be set by the General Assembly, in accordance to the established in these bylaws.

ARTICLE 41.- Extraordinary Fees.- An extraordinary fee can be imposed only once per fiscal year, and with the exclusive purpose of attending an unavoidable and unexpected need or make a profitable investment of common benefit, all within the objectives of the Association. The extraordinary fee amount shall be according the need.

ARTICLE 42. - About the Conservation and Administration of Assets. - The savings, conservation, increase and administration of the Association assets are the exclusive responsibility of the Board of Directors and for their guarantee they shall be insured to protect against possible risks. The required premiums shall be paid by the Association.

The Association’s funds shall be maintained in checking and savings accounts, tittles, CD’s, bonds, securities, etc. Opened in its name, the expenses will be signed by the President and Vice-president.



CHAPTER SIX
FINANCIAL INFORMATION AND ADMINISTRATIVE CONTROLS

ARTICLE 43. - Member Registry Book. - The Association will keep a book labeled “Members Book”, which will contain current information related to the members such as Identification numbers, type of membership, home and business address, which will be use to send notifications and correspondence related to the Association.

All members must provide complete information about themselves within the first fifth teen (15) days of the year, to update membership data. The Board of Directors’ president shall maintain the book or files, under his care and responsibility.

ARTICLE 44. - Book of Minutes. - A single book will contain all the minutes of the General Assembly and Board of Directors. The minutes will be consecutively numbered, indicating the case and the Association’s authority from whom it was issued.

ARTICLE 45. - Minutes. - For every session/meeting there will be minutes that will be transcribed or filed in chronological order in the Book of Minutes, which would be signed by the President and Secretary of the respective session. Each Minutes shall contain at least a chronological order, date, time the meeting started, location, ordinary or extraordinary meeting, type of Meeting Notice sent (indicating who, when, and how it was convened to the meeting), the name of the attendees, their representation and class of membership, and the number of votes available, the election of president of the meeting, the name of the designated secretary, the issues discussed, the resulting decisions, indication the number of voting in favor, against and abstentions, the approval of the Association’s own authority as well as the time of adjourning the meeting.

ARTICLE 46. - Accounting Books and Financial Statements. - The Association shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by the Fiscal Auditor, an independent certified public accountant, in conformity with generally accepted accounting standards, under supervision of the Audit Committee established by these bylaws. The Association shall make these financial statements available to the General Assembly, within three months after the end of the fiscal year.



CHAPTER SEVEN
DISSOLUTION AND LIQUIDATION

ARTICLE 47. - The Association of Comerciantes unidos can be dissolved by the General Assembly, taking into account the following causes:

When four fifths (4/5) of the General Assembly decides, except when there is an equal or greater number of Founding Members of one half plus one of its members against the dissolution and those individuals would be the only active members left of the Association.
The inability to accomplish the objectives of the Association for which it was created.
Change of the Association law or the reason for its existence.
For stopping the ASSOCIATION activities, for a period of more than two years.
The extinction of the Association assets.

ARTICLE 48. - In case of dissolution, the assets, documents and informative materials, real estate and other work related equipment belonging to the Association, will be donated to a non-profit group or institution with similar objectives, and approved by the General Assembly.

ARTICLE 49.- Especial Prohibition.- During the process of dissolution, by order, disposition and decision of the General Assembly, the Association cannot under any circumstances receive any help, contributions, donations; or celebrate contracts or agreements with public entities of any kind, national or international.

PARAGRAPH: Any member that compromised the name of the Association or that receives help, fees, and donations; or executes contracts or agreements on behalf of the Association, will be expelled and consequently legal action will be taken.

ARTICLE 50. - Liquidator. - In case of the Association’s dissolution, the General Assembly will assign one or several persons that will act as liquidator, to end the operations of the Association. While this is not done and/or approved by the designated person, this function will be done by the Association’s Legal Representative.

ARTICLE 51. - Liquidation. - The liquidator or whoever is assigned that function will have the necessary representation, administration and disposition to conclude the Association current operations, with the same limitations imposed on the President of the Board of Directors. Consequently, any function that exceeds those limits should be authorized by the Board of Directors, as well as the provisions of functions absolutely necessary to advance the liquidation. The liquidator will enforce the current special norms about the management entities and ending non-profit legal persons. He will publish three (3) Notices in a local newspaper of wide circulation, allowing fifteen (15) days between them, in which will be informed the liquidation process, inviting the creditors to make their rights valid. The liquidator will make an inventory and appraisal of the assets that belong to the Association, will proceed to cancel the liabilities taking into account the norms over priority of credits.

Once the external liabilities have been taken care of, the remnant will be given to one or several private, non-profit entities, preferably to those that the Association has participated with, that have the same, similar or complementary objectives, and according to the final decision made by the General Assembly.



CHAPTER EIGHT
CONFLICT AND RESOLUTION
ARTICLE 52. - Any conflict between members, their directors and/or Legal Representative, as well as between these and the Association of Comerciantes Unidos shall be first resolved by mediation by the Hispanic Chamber of Commerce. If this action did not produce a resolution to the conflict, then an arbitration tribunal will be formed and will act under the Greater San Joaquin Chamber of Commerce, applying its rules and procedures.

Our meetings are held the first Thursday of the month at 7:00 pm at the Cancun Restaurant, located at 135 E. Miner Ave., Stockton, CA. Click on the map for the Cancun Restaurant.

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Comerciantes Unidos is an organization made up of San Joaquin County Hispanic Entrepreneurs, located in Stockton, CA that awards $500 scholarships to high school students currently in 12th grade who are going to transfer to a Community College or University to continue their studies.


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