By-laws and Statutes

Article 1: Name of the Organization

The Association shall be named "Community Action Alliance" in Spanish "Alianza de Acción Comunitaria," and due to its nature it shall be of indefinite duration.

Article 2: Location

The Association shall be located at San Ramón de Alajuela, 50 meters East of U.C.R. (University of Costa Rica).

Article 3: Organization Focus and Mission

The Association shall focus its work on projects that benefit the residents of San Ramón de Alajuela and immediate vicinity; it shall promote activities and projects to improve the quality of life, particularly by sponsoring charitable, educational, civic and environmental activities. The Association believes that it can benefit the community through the development and creation of alliances with other entities, whether they are from the government, commercial, or local or international communities. Its mission shall be: “The Community Action Alliance (CAA) is an organization of expats and Costa Ricans in the greater San Ramon, Costa Rica area, volunteering together for community and individual enrichment. CAA aligns and creates relationships with organizations to advance community betterment and development initiatives. It provides its members opportunities for community integration, networking and socialization”.

Article 4: Organizational Activities

In order to accomplish its goals, the Association shall carry out, among other things, the following socio-organizational activities: promoting projects of common interest for its members such as a) collecting dues and contributions from its members in order to support the accomplishment of its objectives; b) accept and manage donations from private and/or public entities or individuals whether they are national or foreign in order to carry out the activities; c) socio-organizational activities of common interest to its members; d) providing training in volunteer service; e) reporting to the media for visibility and recognition; f)sponsor conferences, lectures and other events given by recognized and competent professional and technical people, g) develop partnerships and alliances with individuals and organizations to further the objective of the association.

Article 5: Organizational Resources

The Association shall have the following resources:

a)membership dues; monthly and extraordinary dues from the Members shall be recommended by the Board of Directors and approved by the General Assembly;

b)national and international donations,

c)grants and legacies from the government, municipality, institutions and/or national or foreign individuals;

d)income generated through activities to include fund raising events and return from Association investments;

e)the Association shall be entitled to acquire all kinds of goods, according to the regulations stipulated in the article 43 of the Código Civil (Civil Code), sign contracts of all sorts, and carry out all kind of legal acts with to achieve the Association’s objectives.

Article 6: Changes to these By-laws and Statutes

Specific changes to the statutes shall be approved in an Extraordinary General Assembly meeting by a 2/3 majority vote of the quorum; after a 30 day prior notice of the meeting. The Board of Directors must present the proposed changes and rational for the change to the membership asstipulated by Articles 19 and 20 of Law 218.

Article 7: Organization Dissolution

If the Association wishes to dissolve as addressed in Articles 13, 27, and 34 of the Law of Associations, it can do so with agreement of 75 % of the Members present at an Extraordinary General Assembly called for this sole purpose. The Association is responsible to inform before dissolution the Department of Administration of Institutions and Services of the Well-Being and the Institute for Social Welfare. Any discrepancies on the interpretation and application of these statutes will be interpreted by the General Assembly of Associations subject to existing rules in the materials. Upon termination of the Association, its assets or property will be donated to a charitable institution, and a Civil Judge of the domicile of the Association may hold out amounts on behalf of liquidators, who shall be paid for their labor as set out in Article 14 of the Law of Associations Article.

Article 8: Organization Structure and Accountabilities

The Association will feature the following bodies: a) General Assembly or membership; b) Board of Directors; c) Fiscal or Auditor.

a)The General Assembly is the supreme body of the Association, composed of the Members of the Association. There shall be two types of General Assembly meetings: Ordinary and Extraordinary. Meetings are considered to be legally constituted at first call when half plus one [a majority] of the Members are present. If there is no quorum, the Assembly shall meet on second call 30 minutes later and the quorum is the number of Members present. However, in no case shall a quorum exist unless at least half of the Board of Directors ispresent. The issues are to be voted on by a simple majority of the quorum, except in those cases where these By-laws or Associations Act specifies a specificvote margin or quorum. Notification of meetings shall be provided to the membership no less than 8 days in advance via email and public posting.

  1. Ordinary General Assembly Meetings:
  2. Meeting Frequency: Twice a year, in June and in December, preferably in the first half of those months.
  3. Purpose and authority:
  4. To hear reports of labors of the President and Treasurer of the Board, as well as the Fiscal and members of committees.
  5. Election of the Board and the Fiscal (June in election years)
  6. Review, approve or disapprove economic and administrative policy of the Association as presented by the Board
  7. Review, approve or disapprove accounting and financial reports of the Association;
  8. Review, approve or disapprove the purchase or sale of assets with a value in excess of the equivalent of $5,000USD at the current exchange rate;
  9. Review, approve or disapprove the annual administrative budget. (December meeting). The President is authorized to approve an Interim first quarter administrative budget to govern expenditures during that period, subject to the approval of the General Assembly in December.
  10. Review and approve Committee Chairpersons approved by the Board.
  11. Extraordinary General Assembly Meetings:
  12. Meeting Frequency: The Membership shall meet at the call of the Board of Directors, Fiscal, or as per Article 11, Membership Petition and Solution Procedure.
  13. Purpose and authority:
  14. Fill vacancies to the Board of Directors;
  15. Amend the statutes and regulations;
  16. Approve the dissolution of the Association;
  17. Agree to the purchase or sale of assets with a value in excess of the equivalent of $5,000 USD;
  18. Expel Members. The Annual Membership Dues shall be returned to the expelled Member.
  19. Approve or dismiss Officers, members of the Board or the Fiscal for lack of attendance, general lack of confidence, or breach of their duties.
  20. The Board provides organizational leadership and is composed of 10 members who shall be: Officers-President, Vice-President, Secretary, Treasurer, and non-Officers-Vocal One, Vocal Two, Vocal Three, Vocal Four, Vocal Five, and Vocal Six. Board members shall serve a two year term, and will be elected at the June Ordinary General Assembly meeting to take office effective October 1st of that year. Temporary absences of Officers or other Board Members shall be filled as authorized by the Board, and resignations or abandonment of Officers shall be addressed by the convening an Extraordinary General Assembly to fill the vacancy for the remainder of the period.
  21. Meeting Frequency: The Board shall meet at least once a year as convened by the President. The date and time of the meeting shall be communicated at least two days in advance call by phone, e-mail or in writing.
  22. Quorum: A quorum is formed by the attendance of five of its members; decisions are taken by majority vote; in case of a tie vote, the President may cast two votes to break the tie, but only if the President determines that the urgency of the action presented cannot realistically be postponed for the assembly of additional Board members to hear and consider the issue.
  23. Purpose and Authority:
  24. Ensure compliance with and adherence to the provisions of the statutes and regulations of the Association, and use of only authorized powers;
  25. Make the necessary arrangements for the fulfillment of the purposes of the Association, including the acceptance of gifts and bequests;
  26. Develop operating plans and annual administrative operating budget. Understand, manage and control all economic contributions needed to finance the Association;
  27. Hear ideas, concerns and input from Members requesting Board action.
  28. Present reports to the General Assembly;
  29. Appoint and dissolve committees which shall be designated either a Standing Committee, expected to exist for at least one year, or a Temporary Committee appointed for a limited purpose then dissolved. For Standing Committees, the appointment of a Chairpersoninitially requiresBoard approval, followed by Association Membership approval at the next General or Extraordinary Assembly meeting. Committees shall conform to the statutes, policies and procedures (regalmentos) of the Association and shall share fiscal and Committee leadership responsibility with the Treasurer and the Board.The Board, by a vote of at least 7 members, may dissolve a Standing Committee, or maywithdraw the required Board approval of a Committee chairperson and order a replacement chairperson. This Board action may be taken for lack of compliance, or for general lack of confidence in the chairperson or members of a Standing Committee.
  30. Fill vacancies on the Board of Directors until the conclusion of the forthcoming Extraordinary Assembly;
  31. Protect the assets of the Association. Propose to the General Assembly the negotiation and transfer of any title of real and personal property of the Association that circumstances so warrant;
  32. Develop modifications or amendments to the by-laws and submit to the General Assembly for approval.
  33. Appoint a Board member to manage and maintain an accurate membership register and collect annual membership dues. The appointed Board member may establish a committee for this process.
  34. Develop and implement policies and procedures for the operation of the Association.
  35. All duties as required by law
  36. There will be a third position called the Fiscal, a Member appointed by the General Assembly for a period identical to the directors as indicated, who shall have the following powers:
  37. Purpose and Authority
  38. Ensure that the bodies of the Association strictly observe the requirements of the By-Laws, the statutes, and regulations as well as the functions of the Board;
  39. Make an annual report to the General Assembly on the operation of the Association and its programs;
  40. Hear complaints from Members and perform relevant research;
  41. Have a voice but not vote at meetings of the Board;
  42. Make known to the Board or otherwise to the General Assembly, any irregularity in the operation of the Association;
  43. In conjunction with the Treasurer, reviewand approve the accounting and financial statements. If there are objections, submit them in writing to the Board or General Assembly.

Article 9: Officer Roles and Responsibilities

a)The PRESIDENT shall be the judicial and extrajudicial representative of the Association, authorized with the Treasurer to collect payments on behalf of the Association; and develop with the other members of the Board, plans, programs, projects and budgets which must be submitted for the approval of the General Assembly. The President convenes and presides at meetings of the Assembly and the Board and signs the minutes together with the Secretary.

b)The VICE PRESIDENT shall replace and act for the President in the President’s absence, as required.

c)The SECRETARY shall:

  1. record the minutes of regular and extraordinary sessions of Board and General Assembly and cause these minutes to be translated into Spanish and English;
  2. present the minutes for discussion and approval at the next meeting;
  3. upon approval, sign the minutes and present to the President for signature;
  4. record the minutes, keeping in perfect order and maintaining the respective Book of Actas;
  5. maintain the complete archive of these meeting minutes and Books of Actas;
  6. will receive correspondence of the Association and translate as diligently as possible and forward the communication to the appropriate recipients(s);
  7. distribute communications regarding Board and General Assembly business as directed by the Board.

d)The TREASURER shall:

  1. present a monthly bank balance and financial status report to the Board of Directors consistent with fiduciary responsibility;
  2. present the annual financial report to the Board and the General Assembly consisting of an Income Statement and Balance Sheet for the closing year which has been approved by the Fiscal Officer. Assist the President and Committees in preparing a consolidated administrative budget for the coming year to be presented to the General Assembly membership for approval;
  3. manage all funds of the Association in a fiscally sound manner ensuring all deposited funds are in a Board authorized, government approved bank or cooperative. If the Board authorizes Committee Chairpersons to control, expend and deposit Committee funds and finances, the Treasurer will coordinate Committee financial reporting on behalf of the President, and report to the President and Board as to any concerns;
  4. advise, with the input of the Association’s CPA, Fiscal and the Board and Committees regarding proper accounting for:
  5. ordinary income, such as dues;
  6. extraordinary income from members, committee chairpersons, other organizations (e.g. grants) and individuals providing receipts as required or requested;
  7. expenses;
  8. petty cash accounts;
  9. pay ordinary expenses upon submission of proper documentation, or as directed by the President or the Acting President.
  10. act as an alternate to the President at Board meetings, in the absence of the President and Vice President.

Article 10: Membership

Members: Members are those individuals, 18 years old or older, who have been accepted by the Association and are current in the payment of their Annual Membership Dues.

Youth Members: Individuals, younger than 18 years of age, who have been accepted by the Association. Youth Members do not pay Annual Membership Dues, cannot vote at General Assembly meetings, and may not serve on the Board of Directors.

Membership Obligations and Responsibilities are:

  1. Cooperate to ensure the Association gets the support needed to be successful;
  2. Attend convened meetings when possible;
  3. Observe and respect the Association’s regulations, and the actions of the General Assembly and Board;
  4. Faithfully perform accepted assignments and execute them effectively;
  5. Welcome and support new members;
  6. Pay membership dues timely (if applicable);
  7. Notify the Board or the Fiscal of actions or activities that would likely impair the reputation or success of the Association.

Membership Application and Acceptance: Individuals wishing to join the Association may make application to join by contacting any of the Board of Directors through personal contact, e-mail or the Association’s website. The Board shall identify and assign one of its members as membership coordinator to receive and review applicants, maintain the Member Registry and collect Annual Membership Dues. The membership coordinator may hold without approval, a membership application for cause, and bring that application to the Board for review and a decision. The Board may refuse to approve the applicant, but only after providing the individual with a reasonable opportunity to meet with the Board.

Annual Membership Dues: The Board shall recommend the amount of, or change to the Annual Membership Dues to the General Assembly at the June Ordinary meeting for approval. When approved the new Annual Membership Dues amount will become effective October 1st of that year.

Article 11:Membership Petition and Solution Procedure

A Member or Members may provide written input, or a petition requesting specific action to the President or Secretary at least 3 days before the next regularly scheduled Board meeting date for consideration by the Board. And, no later than 45 days from the receipt of the request, the Board shall consider the subject of the request, and, within another 15 days, issue a response to the requestor/petitioner.

If the Board’s response is not satisfactory to the requestor (petitioner), the Member(s) may request the Board schedule the matter for consideration by the General Assembly by:

  1. Providing a written document (the Petition) to the President or Secretary, and that Petition must :
  2. Identify the problem(s) andspecific actions taken to resolve the concern;
  3. The specific solution, in the form of a written motion, to be considered and voted upon by the General Assembly; );
  4. Be signed by 10 Members; and
  5. Identifies 2 petitioner member representatives.
  6. Upon receipt of the Petition, the President shall, within 45 days of receipt, schedule an Extraordinary General Assembly meeting. The President shall provide the Petition to the membership at least 30 days prior to the date of the meeting.
  7. A quorum of 35% of the membership must be present at the Extraordinary General Assembly meeting called to consider a Member’s Petition. If this quorum is not met, no vote shall be taken, and the Petition shall be dismissed.

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