Below please find the revisions IN =
BOLD
PRINT received by the Bylaws Committee and found to be worthy of considerat=
ion
by the General Assembly. Please review them as you will be requested to vot=
e on
their adoption. An Explanation of each revision and the Bylaws
Committee’s reasoning as to why the revisions should be approved will=
be
posted on the Web site under Bylaws Announcements.
BYLAWS OF FRACCIANAMIENTO LAS FUENTES, AV
REVISED
JANUARY 2007
ARTICLE
I
PREAMBLE
FIRST: A social participation auxil= iary municipal organization is herein created which will have a legal personalit= y of its own and will be formed by, and represented, within its scope of compete= nce, the neighborhood association of Las Fuentes; it will be formed by the lot owners and homeowners of Las Fuentes.
SECOND: The name of the association=
will
be: Colonos Las Fuentes, Asociacion Vecinal (Homeowners of Las Fuentes,
Association of Neighbors) (THE ASSOCIATION). The Association shall have its
address in the sub-division of Las Fuentes, in the
THIRD: The object of THE ASSOCIATIO= N will be to participate with the municipal authorities in the improvement, utilization and maintenance of the Association’s infrastructure and equipment, the rendering of public services necessary to the well being of = the members and, assisting in the development of better living conditions in the subdivision under the terms of the appropriate Mexican laws.
FOURTH: The rights and obligations = of the ASSOCIATION shall be those granted by Mexican law.
FIFTH: The duration of the associat= ion shall be indefinite unless dissolved as provided for in these Bylaws.
ARTICLE II – GOALS
1.&n= bsp; = ; The goals of the associat= ion are to constantly promote the betterment and improvement of the living conditions in Las Fuentes. To achieve these goals, the association will:
1.1&= nbsp; Participate with the Municipality in providing public services= such as supplying potable water, sewage, public lighting, maintenance of streets= and sidewalks, and common areas, in accordance with applicable law.
1.2&= nbsp; Assure that proper environmental and ecological practices are adhered to.
1.3&= nbsp; Administer the rules and regulations approved by the General Assembly.
1.4&= nbsp; Participate with Municipal, State and Federal authorities, recognizing that their legal mandates take precedence.
&= nbsp; &nbs= p; &= nbsp; &nbs= p; =
ARTICLE
1.&n= bsp; = ; Every lot owner and homeo= wner in Las Fuentes, who is subject to quarterly dues, shall be a Member of the Association except in the event of multiple owners of a property, in which = case said owners shall designate which owner shall represent the property and ha= ve the right to vote. Memb= ership is appurtenant to and may not be separated from ownership of a home or lot subject to assessment.
2.&n= bsp; = ; Each Member who pays the = Homeowner Dues and signs and complies with the Las Fuentes Cooperat= ion Agreement= , whether a homeowner or a lot owner shall be a Voting Member and have the ri= ght to one vote on each issue presented to the Association for a vote, regardle= ss of the number of homes or properties owned, and has the right to hold offic= e.
2.1&=
nbsp; The spouse of such Voting Member may seek and hold office, but only at such times as all twelve Board positions are filled, sh=
all spouses,
of a voting Board Member, who are also a Member of the Board, have a right =
to
vote.
3.&n= bsp; = ; All lot owners who choose= not to pay the Homeowner Dues and = any Member whose account is delinquent more than 60 days shall not be eligible = to vote nor to stand for election.
4.&n= bsp; = ; All owners shall present = to the Secretary of the Association a copy of their deed or other proof of ownersh= ip within 30 days of passage of these Bylaws by the Assembly. New owners shall present a copy of their deed or other proof of ownership within 30 days of transfer of ownership. Such information shall be confidential and shall not= be released to any person or entity outside the Association without written permission of the owner. Personal items such as purchase price and heirs ma= y be struck out of such proof of ownership. Additionally, the new owner shall si= gn an agreement acknowledging he or she has read the Bylaws and the Cooperation Agreement of Las Fuentes Homeowners Association and that he or she agrees to abide by them.
ARTICLE IV – MEETINGS<= /p>
1.&n= bsp; = ; The supreme authority of = the Association lies with the General Assembly= which will meet in the
month = of September of each year. Special meetings may be called whenever a situation arises necessitating an assembly. &nbs= p;
2. All meetings of the Members, Annual or Special, shall be called:
2.1
2.2
2.3
2.4
2.5
3. General
Assembly meetings shall bear the stamp of the
= be notified by Fax, ph= one, E-mail or by posting in a conspicuous place and on the Las Fuentes Web
= -site, not less than thirty days in advance.
4. A quorum at General Assembly and Special meetings, shall consist of = 50% plus one of the number
of Members eligible to vote, as attested to by the treasurer a= s not being delinquent for more than 60
days and who are present or represented by Absentee Ballot (as= described in ARTICLE VIII 9
through 9.3) at = the scheduled assembly.
4.1 If a quorum = is not present at the scheduled time, the meeting will be postponed for fifteen minutes and then held with the Members present, and represented by Absentee Ballot, constituting a quorum.
5.&n= bsp; = ; All items to be considere= d at an Assembly Meeting must be clearly stated in the notice of the meeting and included on the agenda.
6.&n= bsp; = ; Only items requiring an Assembly vote will be considered by the Assembly at a Special Meeting. Elections for the board shall not be considered at special meetings, unless called specifically for that purpose.
7.&n= bsp; = ; Prior to the June Board meeting, the President will appoint an Election Committee in the event= it does not yet exist. Among the duties of this committee will be to register Members and Absentee Ballots present at the Annual Association Mee= ting for the purpose of establishing a quorum.
8.&n= bsp; = ; The order of business at = the General Assembly shall be:
8.1
8.2 &nb=
sp;
8.3 &n= bsp; Report of the Treasurer and presentation of budget.
8.4 &nb= sp; Call for and enter votes on budget approval.
8.5 &nb= sp; Report of Comisario.
8.6 &nb= sp; Report of Committees when applicable.
8.7 &nb= sp; Report of the President when applicable.
8.8 &nb= sp; Call for and enter votes on expenditure limit of the Board.
8.9 &nb= sp; Call for and enter votes on establishing fines and penalties, in compliance with Mexican law, for late payment of Dues, when applicable.
8.10 &n= bsp; Call for and enter votes on establishing fines and penalties, in compliance with Mexican law, for late payment of Special Assessments when applicable.
8.11 &n= bsp; Call for and enter votes for approval of the Contracto Consecion, when applicabl= e.
8.12 &n= bsp; Call for and enter votes for nominees to the Board, to be elected for a term of = two years.
8.13 &n= bsp; Call for and enter votes for the Comisario, if necessary, to serve for a period = of 2 years.
8.14 =
; Call
for and enter votes on issues posted for a vote.
8.15 &n= bsp; President to appoint person to have translated and to submit Minutes of the General Assembly Meeting to the Notary.
8.16 &n= bsp; Unfinished business, if any.
8.17 &n= bsp; Announcements
8.18
9. An accurate set of the minutes o= f every Association and Board Meeting, shall be recorded by the Secretary. Minutes = of all meetings shall be available to all Members in both Spanish and English,= on the Las Fuentes Web site and with the Secretary, within 30 days after each meeting.
ARTICLE V- BOARD OF DIRECTORS
1.&n= bsp; = ; The Board shall consist o= f up to twelve (12) voting members including the president who has no vote excep= t in the case of a tie.
2.&n= bsp; = ; As soon as practicable af= ter the General Assembly, the Board will meet and elect from the Board’s members the following officers to serve for a period of one year: President, Vice President, Treasur= er, Assistant Treasurer, Secretary, Assistant Secretary. = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; =
3.&n= bsp; = ; The Board has the option = of electing an officer or officers to additional terms of office providing nominees are serving as Board Members.
4.&n= bsp; = ; Board members shall endea= vor to attend all regular meetings of the Board, which must be held at least once a month and shall also endeavor to attend all special meetings. However, whet= her or not present at a meeting, each Board member must cast their vote on each agenda issue.
5.&n= bsp; = ; A quorum at a Board Meeti= ng shall consist of six Board Members or ½ of the existing Board, inclu= ding those Board Members voting by absentee ballot.
6.&n= bsp; = ; Minutes of meetings of the Board shall be available to any member in either Spanish or English upon request and shall be posted on the Las Fuentes Web Site.
7 = ; Minutes of meetings of the Board shall be signed by all Board Members present at the meeting, after they have been approved.
8. &nbs= p; No decisions shall be made by members of the Board except at the regular or special Board Meetings at which a quorum is present and Minutes are kept. <= /span>
9.&n= bsp; = ; No member of the Board sh= all make a motion in which he/she has a financial or personal interest that does not benefit the majority of residents of Las Fuentes. If such a motion is m= ade by another member of the Board, the Board Member with such conflict of inte= rest will be excused from the meeting during the discussion and voting on that issue. If due to his absence a quorum is not present, the motion shall not = be considered.
10.&= nbsp; &nbs= p; Absence of any Board Memb= er from three consecutive regular Board meeting and or who fails to cast a vot= e on each agenda issue for three consecutive meetings without adequate excuse sh= all constitute resignation from the Board. The Board shall be the sole judge of= the adequacy of the excuse offered.
11.&= nbsp; &nbs= p; Any vacancy in the slate = of officers shall be filled from among the remaining Board members. Substitute officers shall be elected by a vote of the Board at a regular meeting and s= uch substitutes shall serve until the next General Assembly.
12.&= nbsp; &nbs= p; Any vacancy in the number= of Board Members shall be filled by the Board from among the General Membershi= p if there are Members willing to serve.
13.&= nbsp; &nbs= p; The positions of the Board members shall be honorary and do not have the right to receive remuneration= for their services.
14.&= nbsp; &nbs= p; The Board may delegate so= me of their duties to a volunteer whose position shall be honorary, or to an empl= oyee or employees whose salaries shall be established by the Board. The Board ma= y, at their discretion, employ qualified persons for specific purposes.=
15. = No Board member shall= serve more than two consecutive terms and two years must elapse before being elig= ible to serve on the Board again except in the case such individual receives two thirds (2/3) or more of the votes cast.<= o:p>
16.&= nbsp; &nbs= p; The Assembly shall establ= ish maximum monetary limits that can be approved or spent by the Board for any = one purpose.
ARTICLE VI – DUTIES OF BOARD<= /span>
2.1
2.2
2.3 &=
nbsp; To,
when practical, post notice of Board meetings 10 days in advance of the
meeting. &n=
bsp;
2.4 &nb= sp; To request of the Municipality enforcement and commencement of administrati= ve procedures, when necessary.
2.5 &nb= sp; To construct public works which satisfy the collective needs of the Associatio= n. However, except in the case of an emergency, if the costs exceed the moneta= ry limitation which the Assembly has authorized, such construction must be approved by the Assembly.
2.6 &nb= sp; To hire and terminate employees and to determine their rights, obligations, and wages.
2.7 &nb= sp; To enter, modify or rescind contracts dealing with the aims and objectives of = the Association. Except in emergency, all contracts that exceed the costs the Assembly has authorized must be approved by a majority of the Assembly.
2.8 &nb= sp; To execute the resolutions of the Assembly with the sole limitation that it ca= nnot act to the detriment of the property owners or the rights of the Association when this has an unfavorable effect on the common services the Association = has to provide or if those acts make it impossible for the Association to fulfi= ll its aims and obligations.
2.9 &nb= sp; To represent the Association at the Municipality, however all resulting actions and negotiations with the Municipality must be approved by a vote of the Assembly, including but not limited to, the Contracto Consecion.
2.10 &n=
bsp; To immediately transfer all files, papers, property, money (includi=
ng
signatory authority of any kind) and any other Association documents in the=
ir
possession, to their counterparts on the newly elected Board, at such time =
as
they are an out going Member of the Board.
2&nb= sp; The Board shall, at the f= irst meeting of the Board after the annual election, establish and may revise the maximum amounts that may be approved for payment or paid out of petty cash = by any officer, chair person of a standing committee or other persons designat= ed by the Board for special purchases and expenditures. Any payment above such limit must be approved by the Board up to the expenditure limitation author= ized by the Assembly on Board expenditures.
3&nb= sp; Whenever practicable and = time permitting, the Board shall put out for bid all approved labor and/or servi= ces. Bearing in mind the legal rights of existing employees and the termination expenses of discharging them, such bidding will go to the lowest bidder unl= ess that bidder has been found to be unsatisfactory by reputation or performanc= e. All Member of the Association shall have the right to secure bids for the Association and if said bids are lowest, the Board, subject to the above ca= veats, must use said labor and/or services.
4&nb= sp; The Board shall inform all Members of the Association of any labor or services put out for bid, by posting on the Las Fuentes Web site, = and in a conspicuous location within Las Fuentes, not less than 15 days in adva= nce of such positions being filled or services bring required, except in the ca= se of an emergency .
ARTICLE=
1.&n=
bsp;
Members shall=
pay
dues and special assessments to the Las Fuentes Association for the cost to=
the
Association of providing public services including water, sewer, maintenanc=
e of
streets, lights and common areas as approved by the General Assembly. The
assessments shall consist of the following, but may, upon the vote of the
Members, be adjusted to zero if the Las Fuentes Association no longer provi=
des
the services described above:
1.1&= nbsp; Lot Dues on unimproved lots not landscaped and maintained and which are bordering streets and services of Las Fuentes, shall be 20% of the Homeowner Dues and billed quarterly, as stipulated in Article VI of Ley Hacienda Manicipal Del Estado De Jalisco.
1.2&= nbsp; Homeowners Dues as established by the Assembly will be billed quarterly. Exis= ting multi-unit structures will pay the Homeowner Dues for each unit. New construction will begin paying Homeowner Dues upon completion, occupation or two years after start of construction, whichever comes first. Water fees on= new construction will begin at start of construction and owner will pay all cos= ts of installing water meter.
1.3&= nbsp; Special Assessment= s when and if required, will be paid as directed at the Special Assembly Meeting approving such assessment.
1.4&=
nbsp;
2.&n= bsp; The regular dues covering= lots and residence must be approved by the General Assembly at its September ann= ual meeting and must cover the anticipated expenses as outlined in the budget submitted to the Assembly along with the agenda for such meeting. Said appr= oved dues must be submitted for review by the Jocotepec Treasury Department with= in two weeks of the September meeting. In the event there is no response from = this Municipal authority within that period, said dues will be considered approv= ed and will be in place as of January first (1) of each year.
3.&n= bsp; Special Expenditures may = be established by the Board when unusual situations arise indicating that the regular approved budget of the Association will not be adequate to cover the expenditure and these must be submitted to the membership for approval at a Special Meeting. However, in the case of an extreme emergency the Board is authorized and obligated to take whatever actions necessary but must call a Special Emergency Meeting of the Assembly as soon as practical, to inform t= he Assembly of the emergency.
4.&n= bsp; Member dues, shall be dee= med delinquent if unpaid by the 20th day of month due, and shall be delivered to the Jocotepec Treasurer Department to commence administrative procedures against whoever may be legally responsible when such delinquent = dues remain unpaid for a period of sixty (60) days. Any legal, administrative expenses or collection costs resulting from the delinquency shall be reimbu= rsed to the Association by the delinquent owner.
5.&n= bsp; The Board is authorized a= nd obligated to take whatever action is necessary including legal action and requesting assistance of the Municipality to assure collection of delinquent accounts.
6. General Assembly may establish fines and penalties and recover
collection costs on delinquent accounts. Until such=
time
as the assembly establishes otherwise the fines and penalties shall be 10% =
of
the amount delinquent at the time due.
7.&n= bsp; The fiscal year of the Association shall be from 1 January to 31 December of each year.
ARTICLE= VIII – ELECTIONS
6.&n= bsp; One half (1/2) of the vot= ing Board Members shall be elected each year and serve for a period of 2 years. Their term of office shall be gin January 1 of the year following their election.
8.1&= nbsp; By personally providing their vote in writing to the Election Committee prior to the election, not to be opened or revealed until the dat= e of the election.
8.2&= nbsp; By Phoning, Faxing, Mailing or e-mailing their vote, identified by the= ir Voter Identification Number, to the Election Committee prior to the electio= n, not to be opened or revealed until the date of the election.
8.3&= nbsp; By posting with Member’s Voters Identification Number on= the secured elections Web site, not assessable for review until the date of the election.
10. Voter Identification Numbers shall= be provided in a secure manner by the Webmaster.
ARTICLE= IX – DUTIES OF OFFICERS
1.1&= nbsp; To preside at all meetings of members and the Board.
1.2&= nbsp; To assist in preparing the annual budget to be presented to the Assembly for approval.
1.3&= nbsp; Prepare an agenda for all Meetings and post said agendas on th= e Las Fuentes Web site and provide them to all Members.
1.4&= nbsp; To approve payment of invoices or expenditures approved by the= Board and that do not exceed the limits established by the General Assembly.
1.5&= nbsp; Perform other duties as customarily pertain to the office of P= resident.
1.6&= nbsp; Assist the Board in drafting the Contracto Consecion. <= /p>
2,1 &nb= sp; To act as an aide to the President, and in the absence of the President for= any reason, shall pro tempore, assume and perform the duties of the President.<= /span>
2.2 &nb= sp; To appoint Chairman of all standing and special committees except as may other= wise be provided for in these Bylaws or in a resolution of the General Assembly creating a Special Committee and the Vice President shall be an ex-officio member of all committees with the exception of the Election Committee.
3 The duties of = the Treasurer shall be as follows:
3.1 &nb= sp; Be responsible for the collection and receipt of all monies due the Association from all sources.
3.1&= nbsp; Insure that all monies collected are deposited in the bank in = the account or accounts designated by the Board.
3.2&= nbsp; Be responsible for the payment of all accounts payable. Treasu= rer will insure that all withdrawals are authorized and that all checks or other withdrawal documents are signed by two (2) Board Members with designated signing authority.
3.3&= nbsp; Prepare and maintain accounting, statistical and financial rec= ords of the Association.
3.4&= nbsp; Prepare, with the assistance of the President, the annual budg= et.
3.5&=
nbsp; Prepare monthly reports of receipts and expenditures and perio=
dic
reports as requested by the Board and to post such reports on the Las Fuent=
es
Web site. Such reports shall include a list of past due Members=
and
the amounts owing.
3.6&= nbsp; Work with and train the Assistant Treasurer.
4&nb= sp; Duties of the Assistant Treasurer.
4.1 The Assistant Treasure shall aid the Treasurer and in the absence, for any reas= on, of the Treasurer, shall pro tempore, assume and perform the duties of the Treasurer.
5&nb= sp; Duties of the Secretary s= hall consist of the following:
5.1&= nbsp; Record the proceedings of all General Assembly, Board and Spec= ial meetings in the minutes of those meetings and post said minutes within 15 d= ays of such meeting, on the Las Fuentes Web Site and or otherwise provide them = to the Members.
5.2&= nbsp; Prepare the notices of all Assembly, Board and Special Meeting= s and post them on the Las Fuentes Web Site and provide them to all Members, and = the Municipality as required.
5.3&= nbsp; Maintain the current files and Association Records and post sa= id current files and records in the appropriate location on the Las Fuentes Web site.
5.4&= nbsp; Maintain a register of all owners including mailing address, p= hone number and e-mail address
5.5&= nbsp; Work with and train the Assistant Secretary.
6&nb= sp; Duties of the Assistant Secretary
6.1&= nbsp; The Assistant Secretary shall aid the Secretary and in the abs= ence, for any reason of the Secretary, shall pro tempore, assume and perform the duties of the Secretary.
ARTICLE X – COMMITTEES=
1.&n= bsp; = ; The following committees = will be maintained:
1.1&= nbsp; Water Resources Committee, shall assure the testing and mainte= nance of the water system within Las Fuentes and will undertake improvements appr= oved by the Board.
1.2&= nbsp; Construction Committee, shall review construction plans for new homes and alterations, record the start of construction, verify no existing= lot is subdivided without approval of the Board and make recommendations for and oversee improvements and structural repairs to the assets of the Associatio= n.
1.3&= nbsp; TV Committee, shall maintain the existing television service a= nd investigate alternate methods of providing the Association more advanced services.
1.4&= nbsp; Street and Beautification Committee, shall make recommendation= s for the beautification of the entry, common areas lighting and streets of Las Fuentes, and shall oversee all Board approved improvements and see to the maintenance of such areas.
1.5&= nbsp; Welcoming and Social Committee, shall welcome and familiarize = all new residents with the community and arrange social events to promote camaraderie, friendships and cooperation among the residents of Las Fuentes= and the surrounding community.
1.6&= nbsp; Election Committee, shall recruit nominees, inform the Members= of nominees and issues requiring a vote of the Assembly and count and record t= he Assembly vote and shall further endeavor to protect the integrity of the vo= ting procedure and establish a quorum of representation of Members at the Assemb= ly Meetings.
1.7&= nbsp; News Letter Committee, shall endeavor to provide the Members w= ith a monthly publication containing information pertinent to the Members and with the goal of enhancing cooperation and harmony in the community.
2.&n= bsp; = ; The chairman of standing committees shall be appointed by the Vice President subject to approval of = the Board. The chairman shall select committee members from among Association Members whose dues are not delinquent.
3.&n= bsp; = ; Standing Committees shall= meet when called by the chairman or any two members of the Committee.
4.&n= bsp; = ; All standing and special committees shall be responsible to and make monthly reports to the Board.
5.&n= bsp; = ; Special committees may be formed by the Board at any meeting of the Board. The resolution forming a s= pecial committee shall state the purpose of the committee and the duration of the committee.
6.&n= bsp; = ; No committee shall have t= he right to act for the Association or commit the Association to any action without approval of the Board.
&n= bsp;
ARTICLE XI -
1. = The purpose of the Web site shall be:
1.1 &nb= sp; To expand the participation and cooperation of all members whether in residenc= e in Las Fuentes, or out of the area.
1.2 &nb= sp; To keep all Members fully informed of the issues being considered by the Board= .
1.3 &nb= sp; To provide a means whereby all Members may express their opinions and ideas on issues and share their thoughts with other Members and the Board.
1.4 &nb= sp; To provide each Member access to the minutes of all meetings of the Board, Gen= eral Assembly and Special Meetings.
1.5 &nb= sp; To provide Notices and agendas of all Board, General Assembly and Special meet= ings in a timely fashion to allow Members to consider and comment on the agenda issues.
1.6 &nb= sp; To provide a secure and secret method for each Member to vote on General Assembly issues.
1.7 &nb= sp; To provide a method for Board members to be informed of and vote on Board issu= es whether present for the Board meeting or out of the area.
1.8 &nb= sp; To make available to all Members, the Bylaws and Cooperation Agreement.=
1.9 &nb= sp; To make available all agreements with the Municipality including the Contracto Consecion.
1.10 <= /span>To make only the public portions of the Web-site open to the public= .
2. On a sep= arate portion of the Web site open to the public, provide information about Las Fuentes, the desirability of living here and a list and detailed informatio= n on homes for sale or rent in the development and who to contact if interested = in purchasing or renting.
3. Publish a newsletter.
4. Provide = a Chat Room, on a secure portion of the Web-site, to discuss goals and issues of importance or general interest to Las Fuentes.
5. Provide a Web-Site Administrator to supervise, oversee and protect the security of the site. The Web-Site Administrator shall be elected by the General Assembly f= or a term of 2 years.
ARTICLES XII – DUTIES OF COMISARIO
1&nb= sp; The Comisario shall exerc= ise vigilance on behalf of the Members over the accounting records and operatio= ns of the Board, insuring observance of the Bylaws, compliance with Mexican la= ws and the decisions and direction to the Board by the Assembly.
2&nb= sp; The Comisario shall attend Board Meetings and may speak but has no vote.
3&nb= sp; The Comisario shall make = an annual report to the General Assembly.
4&nb= sp; If in the opinion of the Comisario the Board is taking action contrary to the will of the General Assembly or Mexican Law, the Comisario shall have the authority to suspend = any motion, appointment or election by the Board during or after a meeting for period of thirty (30) days following the meeting at which the suspended item was purposed. Such item shall then be presented to the General Assembly for their approval.
5&nb= sp; Comisario shall have the authority to review all records of the Association at any time.
ARTICLE XIII – PROCEDURAL RUL= ES
ARTICLE XIV – AMENDMENTS TO BYLAWS
ARTICLE XV – LIABLITY
ARTICLE XVI – DISOLUTION