AMERICAN WOMEN’S CLUB OF BOGOTÁ
REFORM OF THE BYLAWS OF THE AMERICAN WOMEN’S CLUB OF BOGOTÁ, OFFICIALLY RECOGNIZED BY THE GOVERNMENT OF THE REPUBLIC OF COLOMBIA, WITH LEGAL CAPACITY ISSUED AS PER RESOLUTION NUMBER 6163 OF DECEMBER 23, 1969 OF THE MINISTRY OF JUSTICE
The American Women’s Club of Bogotá will hereinafter be ruled by the following Bylaws:
NAME, DOMICILE, OBJECT AND DURATION
ARTICLE 1 – Name: the American Women’s Club of Bogotá is an association established in accordance with Article 44 of the National Political Constitution and Title 34 of Book One of the Colombian Civil Code.
ARTICLE 2 – Domicile: The domicile of the American Women´s Club is the Municipality of Bogotá, Distrito Capital, Department of Cundinamarca.
ARTICLE 3 – Object: As a non-profit, non-political organization, the object of the American Women’s Club for the development of its activities is undertaking services of a voluntary social interest, and to promote cultural activities and encourage unity and fellowship within the Club among citizens of the United States and other nationalities living in Colombia, and Colombian ladies.
ARTICLE 4 – Duration: The American Women’s Club sets a term of duration of ninety five (95) years, as of the date of its registration in the Chamber of Commerce of Bogota, but may be dissolved when the General Meeting validly decides by the vote of two-thirds of its Members thereof. PARAGRAPH: Any balance after the American Women’s Club has been dissolved will be distributed among charity entities being assisted at the time of said dissolution.
ARTICLE 5 – The income of the American Women’s Club will be the annual fees paid by Members, which include revenues received from donations and from the properties acquired or received at any title, and from the activities organized by its members for fundraising purposes.
ARTICLE 6 – Destination of the equity: The equity of the Club may not be destined to a purpose other than that expressed in its object.
ARTICLE 7 – Members of the American Women’s Club may be any foreign or national English-speaking ladies wishing to be a member, without discrimination of race, worship or political opinion, and the only restriction being that 33% of its members must be of United States nationality.
ARTICLE 8 – The character as member of the American Women’s Club may be lost:
By an accepted resignation
By lack of payment of the annual fee
PARAGRAPH: Any member may be reinstated upon payment of the annual fee for the year in which reinstatement occurs.
DIRECTION AND MANAGEMENT
ARTICLE 9 – Direction: The American Women’s Club shall be managed and directed by the General Meeting, the Board of Directors, the President, and will have an Auditor.
ARTICLE 10 – General Meeting: The General Meeting will be integrated by all the ladies that belong to the American Women’s Club.
ARTICLE 11 – Chairman of the Meeting: The General Meeting will be chaired by the President of the American Women’s Club.
ARTICLE 12 – Quorum: Quorum for ordinary and extraordinary meetings of the General Meeting will be formed by a plural number of members attending and representing at least 25 percent of its members.
PARAGRAPH: If there is no Quorum, the General Meeting may approve a one-hour recess and after this time Quorum will be completed with any number of members present.
ARTICLE 13 – Ordinary and extraordinary meetings: The General Meeting will meet at least once a year, on the second Wednesday of the month of November, prior summons by the President of the American Women’s Club.
Extraordinary meetings will be held upon request of the directors of the Club or by any of its members with a justified cause.
PARAGRAPH I – Summons for Ordinary and Extraordinary Meetings will be done by the internal Bulletin of the American Women’s Club sent to all its members at least one month in advance; in
will meet at least once a month or whenever any of its members so requires. case of an Extraordinary Meeting, summons may be presented one week in advance, also through the Internal Bulletin of the American Women’s Club.
PARAGRAPH II – Exceptionally and because of force majeure, the Board of Directors may change the date for the celebration of the Annual General Ordinary Meeting informing its members at least one week in advance.
ARTICLE 14 – Book of Minutes: The meetings and general acts of the General Meeting shall be entered in writing in a Book of Minutes with an annual validity and each of these minutes will be signed by the President and the Secretary.
ARTICLE 15 – Functions of the General Meeting:
Appoint members of the Board of Directors of the American Women’s Club.
Appoint the Fiscal Auditor for a term of one (1) year and set its remuneration;
Approve, disapprove, and eliminate the accounts of the American Women’s Club presented by the Auditor;
Reform the Bylaws of the American Women’s Club.
Any other that corresponds thereto as its supreme authority.
ARTICLE 16 – Decisions: The determinations of the General Meeting shall be made by the absolute majority of votes present, provided there is Quorum.
ARTICLE 17 – Reform of Bylaws: The reforms to the Bylaws must be submitted for the approval of the corresponding government entity.
ARTICLE 18 – Board of Directors: The Board of Directors will sit nine (9) regular members to be appointed by the General Meeting. The validity of the following appointments will be one year:
Four alternate members may be elected for a two (2) year term.
PARAGRAPH I – The President and Vice-president may be reelected by the General Meeting for one additional year. The Treasurer may be reelected every year, at least two (2) of the alternate members may be reelected, but members of the Board of Directors must be renewed 50% every
PARAGRAPH II – Alternate members will be responsible of the different Committees to be established by the Board of Directors.
PARAGRAPH III – Where possible the President and Vice President should be USA citizens or married to a USA citizen. Where, however, no candidate is put forward or makes herself available who complies with this requirement, the quorum of the General Meeting, at which the Board of Directors is elected, may by majority vote agreed to accept nominations for these positions from the ranks of the members of the American Women’s Club, who are not citizens of the USA.
ARTICLE 19 – Meetings of the Board of Directors: The Board of Directors
PARAGRAPH – The term of the Board of Directors will be from January 1st to December 31st of each calendar year.
ARTICLE 20 – Functions of the Board of Directors: The following are the functions of the Board of Directors:
To exercise the administrative management of the American Women’s Club;
To issue its own regulations and those of the Club;
To establish the functions and attributions of the members of the Board of Directors, except those of the President;
To form the necessary Committees to fulfill the object of the Club;
To present to the General Meeting the reports, accounts, inventories and balance sheets it may require;
To appoint the Legal Representative of the American Women’s Club and two (2) alternates;
To authorize any contracts that may be entered into by the Legal Representative of the American Women’s Club.
ARTICLE 21 – Vacancies of the Board of Directors: Any final vacancies of any of the members of the Board shall be provided by the same entity until the General Meeting makes the corresponding appointment for that position;
ARTICLE 22 – Quorum: Quorum for the meetings of the Board of Directors will be the attendance of three (3) of its members and the decisions shall be adopted by the majority of those present.
ARTICLE 23 – President: The President altogether with the General Meeting and the Board of Directors shall exercise the direction and management of the American Women’s Club.
ARTICLE 24 – Functions of the President: The following are the functions of the President:
To chair the Annual Ordinary General Meeting and the Board of Directors.
To summon to the annual General Meeting and the Extraordinary General Meeting, if any;
To appoint the necessary Committees and promote the objectives of the American Women’s Club.
To revise, approve and recommend any budget projects presented by the Director of the Social Service Committee;
To organize and orient the public relations of the Club;
To exercise special inspection and supervision on resources and income of the American Women’s Club and promote its increase.
Any other set forth by the General Meeting, the Board of Directors, or the bylaws of the Club.
DISSOLUTION AND LIQUIDATION
ARTICLE 25 – Dissolution: The American Women’s Club may be dissolved for causes of a general character established by the Law for this type of entities of a common and particular use, when the General Meeting so decides by the vote of two thirds of its members.
ARTICLE 26 – Liquidator: When the General Meeting decrees the dissolution of the American Women’s Club, it will proceed in the same act to appoint a liquidator and any equity balances shall be distributed among the charity institutions it has been helping at the time of its dissolution.
ARTICLE 27 – Auditor: Functions of the Auditor of the American Women’s Club will be the same as those established by Colombian Law to the auditors of this type of entities.
ARTICLE 28 – General Secretary: The American Women’s Club will have a General Secretary appointed by the General Meeting, who will also be the Secretary of the Board of Directors.
This reform of the Bylaws was approved by the General Ordinary Meeting of the American Women’s Club held on March 11, 1998.
(Signed) Susan Kleinheinz de Romero (Signed) Joanne Hanifan
C.E. No. 186.215 C.E. No. 273.584
Signatures above duly notarized at Notary Thirty Five of Bogotá, Republic of Colombia
Note: Amendments to Article 4 Chaper I of the bylaws voted during the November 11,2013 General Meeting and to Paragraph 3 Article 18 voted during the General Meeting November 12, 2014 are included in this copy.