Bylaws of (ACCB)
Association Community Charity of Boquete
INDEX
ARTICLE I: Purpose and Mission
Section 1. Purpose.
Section 2. Mission Statement.
ARTICLE II: Membership
Section 1. Members.
A. Ordinary membership.
B. Extraordinary Membership
C. Life Member.
Section 2. Qualifications.
Section 3. Restrictions.
ARTICLE III: Meetings of Members and Notification
Section 1. Annual Meeting for the Election of the Executive Board.
Section 2. General Meetings.
Section 3. Special Meetings.
Section 4. Notice of Meeting.
Section 5. Voting at General or Special.
ARTICLE IV: Executive Board
Section 1. Constitution, elections and Membership.
Section 2. Standing Committees.
A. Fund Raising Committee.
B. Public Relations Committee.
Section 3. Quorum.
Section 4. Vacancies.
Section 5. Meetings.
A. Electronic Notice of Meetings.
B. Newsletter
C. Executive Board Meetings.
D. Special Meetings
Section 6. Removal.
Section 7. Nominations and Elections.
Section 8. Term of Office.
Section 9. Duties and Responsibilities of Officers.
A. President:
B. Executive Vice Presidents
C. Co-Vice President
D. Secretary
E. Treasurer
F. Past-President(s):
ARTICLE V: Committees
Section 1. General Authorities.
Section 2. Terms of Office.
Section 3. Vacancies.
Section 4. Duties and Responsibilities.
ARTICLE VI: Asset Distribution on Dissolution
ARTICLE VII: Amendments to the Bylaws
ARTICLE VIII: Obligations
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Bylaws
ASOCIACIÓN DE CARIDAD DE LA COMUNIDAD
(Association of Charity of Boquete Community)
ARTICLE I: Purpose and Mission
Section 1. Purpose
The following are the Bylaws of the Caridad de la Comunidad Boquete Asociación, an Asociación organized under the laws of the Republic of Panama, hereafter referred to as “the Asociación.” Any of the sections or subsections below, which conflict with the laws of the Republic of Panama, shall be considered null and void; however, should any section or subsection be deemed null and void, the Asociación shall not be voided or invalidated and the remainder of the provisions of these Bylaws shall remain in effect.
Section 2. Mission Statement
The mission of the Asociación is to assist the Community, its citizens and residents, along with emergency response personnel such as police fire, ambulance, by providing training, support and aid whenever possible, and offer support to emergency response member's families in the case of on-duty death.
ARTICLE II: Membership and Meetings of Members
Section 1. Members.
The Members of the Asociación are those persons who become Members under the terms set forth in these Bylaws. The following are categories of membership:
A. Ordinary membership is open to all that agree with the Bylaws of the Asociación, and
are not delinquent in dues, and have no serious criminal record in the Country of
Panama.
B. Extraordinary Membership are for those who are the surviving spouse of a Member in
good standing, first agreed to by a majority of the Members. Extraordinary
Membership, does not pay dues, and therefore have no voting rights.
C. Life Member are those persons who have paid ten (10) future years of dues, in advance,
at the current rate, and are allowed to pay no further dues, and have all membership
and voting rights as Ordinary Members. By a unanimous vote of the Members, a Life
Membership may be granted to those by their heroic deeds, or contributions to the
Asociación.
Section 2. Qualifications.
Membership is open to all interested natural persons. A person shall become a Member upon paying annual dues, and approval by the majority of the Members. The Executive Board may, at its discretion, remove any person from membership.
Section 3. Restrictions.
Only Members may vote, nominate persons for the offices of the Executive Board, be nominated for said offices, or be elected to said offices. Only Members may be appointed to offices or committees of the Asociación.
ARTICLE III: Meeting of Members and Notification
Section 1. Annual Meeting for the Election of the Executive Board.
The Meeting for the election of the Executive Board shall be held at a General Meeting date, place and time and be announced as an Election Meeting in the notice of the meeting. The purpose of the meeting shall be to elect the Executive Board and to transact other business as may properly be brought before the meeting.
Section 2. General Meetings.
Meetings are to be held at a date, time and place amenable to the majority of the Members. It should be held at a set time and place, and predictable; for example the 2nd Tuesday of the month. The purpose of the meeting shall be to transact business as the Board deems necessary. Members may bring guests, or prospective Members to a meeting (See Public Relations Committee). Spouses are always encouraged to attend and join as members.
Section 3. Special Meetings.
Special meetings of the Members may be called by the Executive Board. A Special Meeting may also be called at the request of at least 10% of the Members of the Asociación, by written petition setting forth the specific purpose of the requested meeting to the Executive Board. The Executive Board shall call a Special Meeting within ten (10) days of the receipt of the petition, to be held at a place and time as set forth in the notice of the meeting. Special Meetings are called when a time delay would be a detriment to the Asociación, or it is such a serious, or time sensitive situation, that it can not wait for the next regular scheduled meeting. Business at the Special Meeting shall be limited to that set forth in the notice of the meeting.
Section 4. Notice of Meetings.
Notice of the purpose and the time and place of the Annual Meeting, any General Meeting or any Special Meeting of Members, or any regular meeting of the Executive Board should be in writing, and sent electronically to Members of the Asociación, allowing as much preparation time as possible. The notice shall also be posted on the Asociación’s website, if one has been established. Notice of any Special Meeting of the Executive Board shall be in writing and sent electronically to Members of the Asociación not less than two (2) days prior to the meeting. The notice is to be posted on the Asociación's website.
Section 5. Voting at General or Special Meetings.
At the General or Special Meetings of the Members, each Member shall have one vote. The voting at any general or Special Meeting may, but need not be, by written ballot. The voting at the meeting to elect the Executive Board shall be by written secret ballot. Those Members unable to be present at the time of elections may submit an absentee ballot. Absentee ballots are acceptable for any and all elections, but must be properly received by the Vice President prior to the time the elections are held. Proxy voting is never allowed.
ARTICLE IV: Executive Board
Section 1. Constitution, elections and membership.
The Members of the Executive Board shall consist of a President an Exicutive Vice President, co-
Vice President, Secretary, Treasurer, and Past President. One person may hold the position of Secretary/Treasurer if needed. Except as otherwise provided in these Bylaws, the Executive Board shall be nominated at the January Meeting, elected at the February meeting, by secret ballot, and assume office at the March meeting. Should all elected offices be uncontested, the Officers shall begin their re-elected offices immediately after the election. Each Board Member shall be elected to serve for one (1) year. However, a failure to elect a Board Member at the time designated for the election shall not cause the Asociación to be dissolved or cease to exist.
Section 2. Standing Committees.
The Board shall also have two permanent standing committees, one for Fund Raising, and the other for Public Relations, whose Chairs (appointed by the Board) regularly attend meetings, and are Members in good standing. These Chairpersons are the organizers of ideas, and with the aid of other members, their events and/or goals are brought to fruition.
A. Fund Raising Committee Chairperson, requires a talented individual usually with experience raising donations in a non-profit environment. Grants could be sought in the public sectors and philanthropic awards in the private sector. Honesty while seeking donations are paramount.
B. Public Relations Committee Chairperson, needs a person that is outgoing and includes new membership duties. This person should always be aware of ways to increase positive exposure of the Asociación.
Both of these Chairs with a synergistic approach can augment the other and should work in tandem.
Section 3. Quorum.
A majority of the Executive Board, when acting at a duly authorized meeting, shall constitute a quorum for the transaction of business. If there is less than a quorum at any meeting of the Executive Board, a majority of those present may adjourn the meeting without further notice. Executive Board Members may vote in person, by email or telephony on Executive Board votes.
Section 4. Vacancies.
In case of one or more vacancies on the Executive Board by reason of death, resignation or removal (see section 6), the remaining Members of the Executive Board will, within 30 days and by a majority vote, elect a successor or successors from the Members for the unexpired term or terms of the vacated position(s).
Section 5. Meetings.
A. Notice of regular meetings shall be in writing and sent electronically to Members of the
Asociación, as a rule, not less than seven (7) days prior to the meeting. The notice shall
also be posted on the Asociación’s website if established. Special meetings of the
Executive Board may be held at a time and place as specified in the notice of the
meeting.
B. The Notice of the Meeting, or Newsletter, shall be a compilation of information from all
committees, sub-committees and Executive Board Members. It shall serve as
information for Members that can not attend the meeting, as well as information
presented prior to the meeting for Member edification. This is to facilitate speedy and
substantive meetings. Electronic e-mails sent to all members, must originate from a
Board Member.
C. Executive Board Meetings. The Executive Board shall meet at a time and place as
Specified in the Notice of the Meeting. Meetings of the Executive Board are only open to
the Members and those invited by the Executive Board. The Executive Board, at its
discretion, may not allow Member input and discussion during the business portion of
its meeting, but must provide an opportunity for such input and discussion early in the
meeting. Only Executive Board Members may vote at a board meeting. Special Meetings
are usually emotionally charged meetings, and decorum must be maintained.
Section 6. Removal.
At any Special Meeting of the Members of the Asociación, duly called as provided in these Bylaws, any Member of the Executive Board may, by a vote of the majority of the Members present, be removed from office for malfeasance or misfeasance in his/her office. Continued and/or consecutive absenteeism without just cause, are grounds for initiating removal from office by the Executive Board. A Special Meeting shall be called for this purpose.
Section 7. Nominations and Elections.
Nominations for positions on the Executive Board are made at the General Meeting one month prior to the General Meeting reserved for elections. The Executive Board shall notify the Members, in writing prior to the next General Meeting for the opportunity to nominate Member(s) for the positions on the Executive Board. Any Member may nominate a Member for a specific position on the Executive Board. It may be orally at the General Meeting for Nominations, or by submitting the nomination in writing to the Co-Vice President of the existing Executive Board, prior to that meeting. Any nominations of Members shall be made with the consent and willingness of the nominee to serve. A Member may nominate themselves. No second is required for any nomination. The person(s) receiving the highest number of votes shall be deemed elected for the office on the Executive Board. In the event of a tie vote, an immediate runoff election will be held.
Section 8. Term of Office.
The Members of the Executive Board shall serve for a term of one (1) year. The term of office shall run from the month after the General Meeting election, to the month after the General Election Meeting is held in the following year.
Section 9. Duties and Responsibilities of Officers.
In general, Executive Board Members are held to a higher standard in professionalism and attendance. Members that know they will be absent to any type of meeting, are to notify their co-board Members, as to the reason and length of the absence as soon as possible. The duties and responsibilities of the offices of the Executive Board shall be as follows:
A. The President, as principle Executive of the Executive Board, coordinates and manages the activities of the Asociación; acts as the public face for the organization; conducts only general membership meetings. Although the President may contribute to the discussion, he/she only votes on any matters which results in a tied vote, except elections. Speakers brought to the meeting by Members, shall be first cleared by this office, and an outline provided, and approved.
B. Executive Vice-President is second in command and responds to the President; pre-sides at meetings of the Executive Board; conducts all general, or special meetings of the Asociación; assumes duties and responsibilities of the President in his/her absence. Although charged with maintaining meeting order and decorum, the Executive Vice President should assure all have their right to voice opinions, and not be. interrupted. The President may delegate some responsibilities of his/her office to the Executive Vice President when necessary and prudent.
C. Co-Vice President: The Co-Vice President oversees the activities of the standing Committees. The Co-Vice President is the elections officer, receives nominations for the Executive Board positions, runs and supervises elections, including the counting of votes. The Co-Vice President should be assisted by the Past President, when possible, and at least one other member, who wishes to oversee the vote counting. Co-Vice Presidents are allowed. The President may appoint a Co-Vice President when it is deemed necessary.
D. Secretary: The Secretary is responsible for accurately recording the minutes of all meetings of the Members and the Executive Board. In addition, he or she maintains all official records (except financial records) and correspondence, including the printed copy of all types of Newsletters. He or she is responsible for the calendar of the organization. This includes election date requirements per the Bylaws, Asociación fees and due dates, and shall maintain a list of Members of the Asociación. He/she makes a Secretary's report at General Meetings. This report may be waived only unanimously, at the meeting. Any Member may ask, and receive from the Secretary, another Member's e-mail address or cell phone number, if available, remembering that it not to be used for soliciting business.
E. Treasurer: The Treasurer maintains the financial and inventory/property records of the Asociación; receives and disburses funds to satisfy authorized expenditures; is responsible to Members for all financial transactions of the Asociación; oversees the activities of any Fund raising Committee established by the Board. He or she makes aTreasurer's report at General Meetings. This report may be waived only unanimously at the meeting. The Treasurer shall not reimburse monies without a proper receipt for the purchase, and shall only reimburse Members for authorized expenditures. TheTreasurer needs a total of two, bank authorized signatures of Executive Board Members to issue any check over the amount of $100. The Treasurer shall open all financial records to any Members requesting them, and shall assist in any questions arising from them. The Treasurer at the end of their elected term, shall open all books to an audit committee. There shall be a total of at least four (4) Members present during an audit. This committee shall be composed of two additional (2) Executive Board Members, the incoming Treasurer, and any other interested Member.
F. Past-President: The immediate Past-President, shall be considered a Member of the Executive Board, and act as a Trustee at elections, audits, and/or removal from office procedures. He/she should assist the new President with his/her responsibilities.
ARTICLE V: Committees
Section 1. General Authorities.
Other than as set forth in these Bylaws, the Executive Board shall, in its discretion, establish committees and appoint Chairpersons as it shall deem necessary to conduct or perform the various duties, functions and responsibilities of the Asociación. The committees shall have and may exercise the powers conferred or authorized by the resolutions appointing them. Chairpersons may be removed for continued absentees.
Section 2. Terms of Office.
The terms of office of the Committee Chairpersons appointed by the Executive Board shall be for the period deemed necessary by the Executive Board, but shall not exceed thirty (30) days after the term of office of the appointing Executive Board, unless the incoming Executive Board chooses otherwise.
Section 3. Vacancies.
In the event of a vacancy in the Chair of any Committee by reason of death, resignation or removal, the remainder of the term may be filled by a Member designated by a majority of the Executive Board Members. Again the President shall only vote to break a tie vote.
Section 4. Duties and Responsibilities.
The Committee Chairperson appointed by the Executive Board shall have the duties and responsibilities as may, from time to time, be established by the Executive Board.
ARTICLE VI: Asset Distribution on Dissolution
In the event that the Asociación is dissolved, the assets of the Asociación shall be donated to charitable institutions in Boquete as decided by the Members, for their use, sale or disposal. No Member shall be entitled to any assets or the proceeds of any sale of assets.
ARTICLE VII: Passing Amendments to the Bylaws
Once initially logged into the minutes of a meeting, Bylaws become the rules of the Asociación. These Bylaws may be amended, altered or repealed. They are important and significant, and to change them requires a super majority vote (2/3 of total membership). Absentee ballots are acceptable. Normally, a proposed Bylaw could be the result of a Bylaw Committee's recommendation, or a motion from the floor. It is then published for the following month's meeting that a Bylaw change is scheduled, explaining the changes and intent. At the next meeting, sometimes called the first reading, the proposed changes are read to the members. Discussion, and further changes may be made. A simple majority passes the amendment. The following month, sometimes called the second reading, the proposed amendment is explained, a discussion, changes and finally a vote is held with a simple majority. Third Reading is made, and voted on. If passed, it becomes a new Bylaw. If failed to pass by a majority vote, at any reading, it fails. To re-submit, it will require a super majority vote to start the amendment procedure again.
ARTICLE VIII: Obligations
The Panama Asociación must comply with the laws of the Republic of Panama.
ARTICLE I: Purpose and Mission
Section 1. Purpose.
Section 2. Mission Statement.
ARTICLE II: Membership
Section 1. Members.
A. Ordinary membership.
B. Extraordinary Membership
C. Life Member.
Section 2. Qualifications.
Section 3. Restrictions.
ARTICLE III: Meetings of Members and Notification
Section 1. Annual Meeting for the Election of the Executive Board.
Section 2. General Meetings.
Section 3. Special Meetings.
Section 4. Notice of Meeting.
Section 5. Voting at General or Special.
ARTICLE IV: Executive Board
Section 1. Constitution, elections and Membership.
Section 2. Standing Committees.
A. Fund Raising Committee.
B. Public Relations Committee.
Section 3. Quorum.
Section 4. Vacancies.
Section 5. Meetings.
A. Electronic Notice of Meetings.
B. Newsletter
C. Executive Board Meetings.
D. Special Meetings
Section 6. Removal.
Section 7. Nominations and Elections.
Section 8. Term of Office.
Section 9. Duties and Responsibilities of Officers.
A. President:
B. Executive Vice Presidents
C. Co-Vice President
D. Secretary
E. Treasurer
F. Past-President(s):
ARTICLE V: Committees
Section 1. General Authorities.
Section 2. Terms of Office.
Section 3. Vacancies.
Section 4. Duties and Responsibilities.
ARTICLE VI: Asset Distribution on Dissolution
ARTICLE VII: Amendments to the Bylaws
ARTICLE VIII: Obligations
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Bylaws
ASOCIACIÓN DE CARIDAD DE LA COMUNIDAD
(Association of Charity of Boquete Community)
ARTICLE I: Purpose and Mission
Section 1. Purpose
The following are the Bylaws of the Caridad de la Comunidad Boquete Asociación, an Asociación organized under the laws of the Republic of Panama, hereafter referred to as “the Asociación.” Any of the sections or subsections below, which conflict with the laws of the Republic of Panama, shall be considered null and void; however, should any section or subsection be deemed null and void, the Asociación shall not be voided or invalidated and the remainder of the provisions of these Bylaws shall remain in effect.
Section 2. Mission Statement
The mission of the Asociación is to assist the Community, its citizens and residents, along with emergency response personnel such as police fire, ambulance, by providing training, support and aid whenever possible, and offer support to emergency response member's families in the case of on-duty death.
ARTICLE II: Membership and Meetings of Members
Section 1. Members.
The Members of the Asociación are those persons who become Members under the terms set forth in these Bylaws. The following are categories of membership:
A. Ordinary membership is open to all that agree with the Bylaws of the Asociación, and
are not delinquent in dues, and have no serious criminal record in the Country of
Panama.
B. Extraordinary Membership are for those who are the surviving spouse of a Member in
good standing, first agreed to by a majority of the Members. Extraordinary
Membership, does not pay dues, and therefore have no voting rights.
C. Life Member are those persons who have paid ten (10) future years of dues, in advance,
at the current rate, and are allowed to pay no further dues, and have all membership
and voting rights as Ordinary Members. By a unanimous vote of the Members, a Life
Membership may be granted to those by their heroic deeds, or contributions to the
Asociación.
Section 2. Qualifications.
Membership is open to all interested natural persons. A person shall become a Member upon paying annual dues, and approval by the majority of the Members. The Executive Board may, at its discretion, remove any person from membership.
Section 3. Restrictions.
Only Members may vote, nominate persons for the offices of the Executive Board, be nominated for said offices, or be elected to said offices. Only Members may be appointed to offices or committees of the Asociación.
ARTICLE III: Meeting of Members and Notification
Section 1. Annual Meeting for the Election of the Executive Board.
The Meeting for the election of the Executive Board shall be held at a General Meeting date, place and time and be announced as an Election Meeting in the notice of the meeting. The purpose of the meeting shall be to elect the Executive Board and to transact other business as may properly be brought before the meeting.
Section 2. General Meetings.
Meetings are to be held at a date, time and place amenable to the majority of the Members. It should be held at a set time and place, and predictable; for example the 2nd Tuesday of the month. The purpose of the meeting shall be to transact business as the Board deems necessary. Members may bring guests, or prospective Members to a meeting (See Public Relations Committee). Spouses are always encouraged to attend and join as members.
Section 3. Special Meetings.
Special meetings of the Members may be called by the Executive Board. A Special Meeting may also be called at the request of at least 10% of the Members of the Asociación, by written petition setting forth the specific purpose of the requested meeting to the Executive Board. The Executive Board shall call a Special Meeting within ten (10) days of the receipt of the petition, to be held at a place and time as set forth in the notice of the meeting. Special Meetings are called when a time delay would be a detriment to the Asociación, or it is such a serious, or time sensitive situation, that it can not wait for the next regular scheduled meeting. Business at the Special Meeting shall be limited to that set forth in the notice of the meeting.
Section 4. Notice of Meetings.
Notice of the purpose and the time and place of the Annual Meeting, any General Meeting or any Special Meeting of Members, or any regular meeting of the Executive Board should be in writing, and sent electronically to Members of the Asociación, allowing as much preparation time as possible. The notice shall also be posted on the Asociación’s website, if one has been established. Notice of any Special Meeting of the Executive Board shall be in writing and sent electronically to Members of the Asociación not less than two (2) days prior to the meeting. The notice is to be posted on the Asociación's website.
Section 5. Voting at General or Special Meetings.
At the General or Special Meetings of the Members, each Member shall have one vote. The voting at any general or Special Meeting may, but need not be, by written ballot. The voting at the meeting to elect the Executive Board shall be by written secret ballot. Those Members unable to be present at the time of elections may submit an absentee ballot. Absentee ballots are acceptable for any and all elections, but must be properly received by the Vice President prior to the time the elections are held. Proxy voting is never allowed.
ARTICLE IV: Executive Board
Section 1. Constitution, elections and membership.
The Members of the Executive Board shall consist of a President an Exicutive Vice President, co-
Vice President, Secretary, Treasurer, and Past President. One person may hold the position of Secretary/Treasurer if needed. Except as otherwise provided in these Bylaws, the Executive Board shall be nominated at the January Meeting, elected at the February meeting, by secret ballot, and assume office at the March meeting. Should all elected offices be uncontested, the Officers shall begin their re-elected offices immediately after the election. Each Board Member shall be elected to serve for one (1) year. However, a failure to elect a Board Member at the time designated for the election shall not cause the Asociación to be dissolved or cease to exist.
Section 2. Standing Committees.
The Board shall also have two permanent standing committees, one for Fund Raising, and the other for Public Relations, whose Chairs (appointed by the Board) regularly attend meetings, and are Members in good standing. These Chairpersons are the organizers of ideas, and with the aid of other members, their events and/or goals are brought to fruition.
A. Fund Raising Committee Chairperson, requires a talented individual usually with experience raising donations in a non-profit environment. Grants could be sought in the public sectors and philanthropic awards in the private sector. Honesty while seeking donations are paramount.
B. Public Relations Committee Chairperson, needs a person that is outgoing and includes new membership duties. This person should always be aware of ways to increase positive exposure of the Asociación.
Both of these Chairs with a synergistic approach can augment the other and should work in tandem.
Section 3. Quorum.
A majority of the Executive Board, when acting at a duly authorized meeting, shall constitute a quorum for the transaction of business. If there is less than a quorum at any meeting of the Executive Board, a majority of those present may adjourn the meeting without further notice. Executive Board Members may vote in person, by email or telephony on Executive Board votes.
Section 4. Vacancies.
In case of one or more vacancies on the Executive Board by reason of death, resignation or removal (see section 6), the remaining Members of the Executive Board will, within 30 days and by a majority vote, elect a successor or successors from the Members for the unexpired term or terms of the vacated position(s).
Section 5. Meetings.
A. Notice of regular meetings shall be in writing and sent electronically to Members of the
Asociación, as a rule, not less than seven (7) days prior to the meeting. The notice shall
also be posted on the Asociación’s website if established. Special meetings of the
Executive Board may be held at a time and place as specified in the notice of the
meeting.
B. The Notice of the Meeting, or Newsletter, shall be a compilation of information from all
committees, sub-committees and Executive Board Members. It shall serve as
information for Members that can not attend the meeting, as well as information
presented prior to the meeting for Member edification. This is to facilitate speedy and
substantive meetings. Electronic e-mails sent to all members, must originate from a
Board Member.
C. Executive Board Meetings. The Executive Board shall meet at a time and place as
Specified in the Notice of the Meeting. Meetings of the Executive Board are only open to
the Members and those invited by the Executive Board. The Executive Board, at its
discretion, may not allow Member input and discussion during the business portion of
its meeting, but must provide an opportunity for such input and discussion early in the
meeting. Only Executive Board Members may vote at a board meeting. Special Meetings
are usually emotionally charged meetings, and decorum must be maintained.
Section 6. Removal.
At any Special Meeting of the Members of the Asociación, duly called as provided in these Bylaws, any Member of the Executive Board may, by a vote of the majority of the Members present, be removed from office for malfeasance or misfeasance in his/her office. Continued and/or consecutive absenteeism without just cause, are grounds for initiating removal from office by the Executive Board. A Special Meeting shall be called for this purpose.
Section 7. Nominations and Elections.
Nominations for positions on the Executive Board are made at the General Meeting one month prior to the General Meeting reserved for elections. The Executive Board shall notify the Members, in writing prior to the next General Meeting for the opportunity to nominate Member(s) for the positions on the Executive Board. Any Member may nominate a Member for a specific position on the Executive Board. It may be orally at the General Meeting for Nominations, or by submitting the nomination in writing to the Co-Vice President of the existing Executive Board, prior to that meeting. Any nominations of Members shall be made with the consent and willingness of the nominee to serve. A Member may nominate themselves. No second is required for any nomination. The person(s) receiving the highest number of votes shall be deemed elected for the office on the Executive Board. In the event of a tie vote, an immediate runoff election will be held.
Section 8. Term of Office.
The Members of the Executive Board shall serve for a term of one (1) year. The term of office shall run from the month after the General Meeting election, to the month after the General Election Meeting is held in the following year.
Section 9. Duties and Responsibilities of Officers.
In general, Executive Board Members are held to a higher standard in professionalism and attendance. Members that know they will be absent to any type of meeting, are to notify their co-board Members, as to the reason and length of the absence as soon as possible. The duties and responsibilities of the offices of the Executive Board shall be as follows:
A. The President, as principle Executive of the Executive Board, coordinates and manages the activities of the Asociación; acts as the public face for the organization; conducts only general membership meetings. Although the President may contribute to the discussion, he/she only votes on any matters which results in a tied vote, except elections. Speakers brought to the meeting by Members, shall be first cleared by this office, and an outline provided, and approved.
B. Executive Vice-President is second in command and responds to the President; pre-sides at meetings of the Executive Board; conducts all general, or special meetings of the Asociación; assumes duties and responsibilities of the President in his/her absence. Although charged with maintaining meeting order and decorum, the Executive Vice President should assure all have their right to voice opinions, and not be. interrupted. The President may delegate some responsibilities of his/her office to the Executive Vice President when necessary and prudent.
C. Co-Vice President: The Co-Vice President oversees the activities of the standing Committees. The Co-Vice President is the elections officer, receives nominations for the Executive Board positions, runs and supervises elections, including the counting of votes. The Co-Vice President should be assisted by the Past President, when possible, and at least one other member, who wishes to oversee the vote counting. Co-Vice Presidents are allowed. The President may appoint a Co-Vice President when it is deemed necessary.
D. Secretary: The Secretary is responsible for accurately recording the minutes of all meetings of the Members and the Executive Board. In addition, he or she maintains all official records (except financial records) and correspondence, including the printed copy of all types of Newsletters. He or she is responsible for the calendar of the organization. This includes election date requirements per the Bylaws, Asociación fees and due dates, and shall maintain a list of Members of the Asociación. He/she makes a Secretary's report at General Meetings. This report may be waived only unanimously, at the meeting. Any Member may ask, and receive from the Secretary, another Member's e-mail address or cell phone number, if available, remembering that it not to be used for soliciting business.
E. Treasurer: The Treasurer maintains the financial and inventory/property records of the Asociación; receives and disburses funds to satisfy authorized expenditures; is responsible to Members for all financial transactions of the Asociación; oversees the activities of any Fund raising Committee established by the Board. He or she makes aTreasurer's report at General Meetings. This report may be waived only unanimously at the meeting. The Treasurer shall not reimburse monies without a proper receipt for the purchase, and shall only reimburse Members for authorized expenditures. TheTreasurer needs a total of two, bank authorized signatures of Executive Board Members to issue any check over the amount of $100. The Treasurer shall open all financial records to any Members requesting them, and shall assist in any questions arising from them. The Treasurer at the end of their elected term, shall open all books to an audit committee. There shall be a total of at least four (4) Members present during an audit. This committee shall be composed of two additional (2) Executive Board Members, the incoming Treasurer, and any other interested Member.
F. Past-President: The immediate Past-President, shall be considered a Member of the Executive Board, and act as a Trustee at elections, audits, and/or removal from office procedures. He/she should assist the new President with his/her responsibilities.
ARTICLE V: Committees
Section 1. General Authorities.
Other than as set forth in these Bylaws, the Executive Board shall, in its discretion, establish committees and appoint Chairpersons as it shall deem necessary to conduct or perform the various duties, functions and responsibilities of the Asociación. The committees shall have and may exercise the powers conferred or authorized by the resolutions appointing them. Chairpersons may be removed for continued absentees.
Section 2. Terms of Office.
The terms of office of the Committee Chairpersons appointed by the Executive Board shall be for the period deemed necessary by the Executive Board, but shall not exceed thirty (30) days after the term of office of the appointing Executive Board, unless the incoming Executive Board chooses otherwise.
Section 3. Vacancies.
In the event of a vacancy in the Chair of any Committee by reason of death, resignation or removal, the remainder of the term may be filled by a Member designated by a majority of the Executive Board Members. Again the President shall only vote to break a tie vote.
Section 4. Duties and Responsibilities.
The Committee Chairperson appointed by the Executive Board shall have the duties and responsibilities as may, from time to time, be established by the Executive Board.
ARTICLE VI: Asset Distribution on Dissolution
In the event that the Asociación is dissolved, the assets of the Asociación shall be donated to charitable institutions in Boquete as decided by the Members, for their use, sale or disposal. No Member shall be entitled to any assets or the proceeds of any sale of assets.
ARTICLE VII: Passing Amendments to the Bylaws
Once initially logged into the minutes of a meeting, Bylaws become the rules of the Asociación. These Bylaws may be amended, altered or repealed. They are important and significant, and to change them requires a super majority vote (2/3 of total membership). Absentee ballots are acceptable. Normally, a proposed Bylaw could be the result of a Bylaw Committee's recommendation, or a motion from the floor. It is then published for the following month's meeting that a Bylaw change is scheduled, explaining the changes and intent. At the next meeting, sometimes called the first reading, the proposed changes are read to the members. Discussion, and further changes may be made. A simple majority passes the amendment. The following month, sometimes called the second reading, the proposed amendment is explained, a discussion, changes and finally a vote is held with a simple majority. Third Reading is made, and voted on. If passed, it becomes a new Bylaw. If failed to pass by a majority vote, at any reading, it fails. To re-submit, it will require a super majority vote to start the amendment procedure again.
ARTICLE VIII: Obligations
The Panama Asociación must comply with the laws of the Republic of Panama.