Revised BYLAWS proposed by the Bylaws committee, September, 2006,
Amended and approved by the Biblioteca Board of directors, October,
2006, approved by the members of the Biblioteca, November 8, 2006.
The Association will be designated “ Biblioteca Publica de San Miguel de Allende,” followed by the words “ Asociacion Civil” or “ A.C.”
ARTICLE II. PURPOSE: To provide, promote and support a public library, together with appropriate cultural and educational activities, in the Municipality of the San Miguel de Allende, with special attention to the needs of the Mexican youth.
To publish a weekly bilingual newspaper called Atencion San Miguel proceeds from which shall be used to assist in aiding the Biblioteca, to support rural schools, organize art, English and computer classes for children; also award scholarships to meritorious students, offer work assistance to those who need it, provide employment advice to Mexican youth and furnish and maintain audiovisual material. All assents of the Association must be used only for the above purpose..
ARTCLE III. MEMBERSHIP:
A. The highest governing body of the Association is the General Assembly of
B. Any individual may become a member of the Association by applying for
memberschip under procedures established by the boar of Directors and by paying
memberships dues as specified by the Board of Directors. A Member shall have the
privilege of utilizing the library and other facilities of the Association in accordance
with rules and procedures determined by the Board of Directors. An individual shall
be deemed to be a Member only during the period the individual’s membership dues
C. VOTING MEMBERS. A member shall have the right to vote at any Annual or
Special Meeting of the members, and to present petitions for the election of
officers, in regard to the amendment of these Bylaws, or in regard to any other
matter set before the membersat any such meeting, and the right, as provided in
these Bylaws, to hold office on the Board or to nominate candidates for any elected
office, PROVIDED THAT:
i) such Member is at least eighteen years of age
ii) in the case of a new member, his or her dues have been current for at least six weeks. Past members whose membership has lapsed may vote if they renew their cards at least one day before the election. A person can run for officer if he/she has been a member of the library within two years, and reactivates his/her membership before nomination. The same provision will apply to a prospective appointee to the Board of Directors.
- There shall be an annual meeting of the Members during the first two (2) weeks in February for presentation of the annual report as well as a profit-and loss statement, balance sheet statement of sources and uses of funds, and a comparison to the year’s bubget. There shall also be a meeting of the members during the first week in March for election of officer. Notice of these meeting shall be published thirty (30) days in advance in one local English and one local Spanish newspaper and in such other manner as is required by Mexican law. Such notice Shall specify date, location and proposed agenda.
- Special Meetings may be called by the Board or Directors or upon petition of at least twenty five (25) Members. A petition for a Special Meeting shall specity the proposed date, and agenda, including any matters to be presented to the members for their vote. The petition shall / be presented to the President of the Board of Directors not later than forty five (45) days in advance of the proposed date of the Special Meeting. Upon presentation of th-:petiton,orupon the calling of a Special Meeting by the Board of Directors, notice of the Special Meeting shall be published at least fifteen (15) days prior to the meeting in one local English and one local Spanish newspaper or in such other matter as may be required by Mexican law. Such notice shall specify date locationand proposed agenda.
F. The Biblioteca staff shall maintain a list of all Members eligible to vote and
shall make the list available to any person who have been duly nominated for
office of the Association, or to any person who has duly prepared a petition for
the holding of a Special Meeting of the Members, in accordance with these
- Membership dues shall be determined by the Board of Directors.
ARTICLE IV. ELECTED OFFICERS:
- Elected officers shall consist of a President, a Vice-President, a Treasurer, an Assistant Treasurer, a Recording Secretary, and three (3) Directors at Large for a total of 8 (eight) members of the Board of Directors. No member of the Board shall receive any compensation from the Biblioteca Publica.
- Election of officers shall be held at the March Meeting, and voting shall be for each individual office.
1. In the year 2004 election shall be held for President, Assistant Treasurer,
Recording Secretary and one Director –at- Large.
- Also in the year 2004,therewill be elections for Vice-President. Treasurer and two Directors at- large, each to serve one (1) year.
- The reafter, in even-numbered years, there will be elections for President. Assistant Treasurer, Recording Secretary and one (1) Director-at-Large.
- Commencing in the year 2005and every odd-numbered year thereafter elections shall be held for Vice-President. Treasurer and two Directors-at-Large.
- To be eligible for office, a candidates’s primary residence must be in San Miguel de Allende, and the candidate must be at least eighteen (18) years of age and a Member in Good Standing of the Biblioteca.
- All officers shall be elected for a tem of years exept as indicated in B2.
- No individual may serve more than two consecutive terms in same position.
- A Board member who is absent from three (3) consecutive monthly Board meetings, unless excused by a majority of the Board of Directors, shall be removed from his or her elected position. That office shall then be declared vacant.
C. Nominees for each office shall be chosen as follows;
1.At the November meeting of the Board of Directors, the President, with the concurrence of a majority of the Board of the Board of Directors, shall appoint a Chairperson of the Nominating Committee from the Board of Directors, and two(2) individuals who are not members of the Board of Directors, making a committee of three (3). This committee shall nominate the Biblioteca’s candidates for each office. This Committee shall submit a report on their nominations to the Board of Directors at the December Board of Directors meeting.
2.At the December Board of Directors meeting the President, with the concurrence of a majority of the Board of Director, shall appoint a chairperson from the Board and two (2) individuals who are not members of the Board , to from an election committee. This committee shall be responsible for all aspects of the election.
3.Additional nominations for each elective office may be made by a petition signed by at least 25 members and submitted to the Election Committee at least thirty (30) days prior to election day. Candidates’ petitions shall be validated within three working days of presentation.
4.All ballots will be printed in English and Spanish. All ballots with more than one candidate for an office will list the names of the candidates in alphabetical order.
5.There will be no absentee ballots.
D. A plurality of votes shall carry officer’s election.
1.When there is only one candidate on the ballot for an office, voters will be given the opportunity to vote “YES or No”. if the only candidate fails to obtain a majority of “YES” votes. That office shall be deemed to be vacant, and the newly elected Board of Directors shall choose a Member to fill the position as their first order of business.
2.In regard to the positions of Directors at Large, the candidate or candidates with the highest number of votes will be declared elected.
E.New officers shall be installed by the Chairperson of the Election Committee immediately after the results of the voting are known.
F.Vacancies occurring during a term shall be filled by the President as possible after the vacancy is official and must be approved by a majority of the Board of Directors. If the office President’s duties until a special election can be held by the Members to fill the unexpired portion of the term. Such election shall be held in not less than sixty (60) nor more than ninety (90) days from the date the office is vacated. A Committee shall be set up by the Board of Directors to nominate a Member for the office; nominating petitions for the office signed by at least 25 Members may also be submitted to this Committee at least thirty (30) days prior to election day. In the event that the successful candidate is the current Vice-President, he or he with the approval of a majority of the Board of Directors, shall appoint a new Vice-President to finish the unexpired term.
G.Duties and powers of the Officers.
a)Shall preside at all meeting of Members and Directors.
b)Shall be an ex-officio member of all committees except the Nominating and Election Committee.
c)Shall present a written report at the Annual Meeting of the Membership and publish the same in the current issue of Atención San Miguel.
d)Shall oversee the daily management of the Biblioteca.
e)Shall assure that all amendments necessary reports are property registered as required by Mexican law.
a)Shall be responsible for coordinating and assuring proper functioning of all Standing and Special Committees.
b)Shall assume all duties and powers of the President during his or her absence.
c)Shall perform such duties as the President may direct.
a)Shall be the Chief Financial Officer.
b)Shall take all possible care for the security and investment of funds.
c)Shall recommend an Annual Budget for approval by the Board of Directors.
d)Shall prepare or supervise the preparation of a monthly Financial report which shall include a cash flow and profit-and-loss statement which shall be presented to the Board of Directors
e) Shall present a financial report at the Annual Meeting of Members (see Article III D) Such report shall be available to the Membership
4.THE ASSISTANT TREASURER
a) Shall be responsible for the effective operation of the Ways and Means
b)shall be responsible for keeping expenditures in line with the current budget.
c)Shall take the place of the Treasurer during the temporary absence of that officer.
4. THE RECORDING SECRETARY:
a) Shall take or cause to be take the minutes of all meetings of the Board of
Directors and of all regular and special general assemblies of the Member.
b)Shall ensure that copies of such minutes are made and distributed as directed by the President or Vice-President.
c)Shall ensure that a permanent file of all such minutes is properly maintained made available in both English and Spanish for inspection by the Membership.
5. THE DIRECTORS AT LARGE:
a)Shall serve as assistants to the President.
b)Shall perform such duties as the President may direct, which may include serving as chairpersons of committees.
ARTICLE V. BOARD OF DIRECTORS
A. The income of the Biblioteca shall be derived from such sources as may be
approved by the Board of Directors, including, but not limited to,income derived
from the activities of the enterprises.
B. All funds shall be kept in a bank or financial institution, or as otherwise directed
by the Board of Directors, and must be in the name of the Biblioteca Publica de
San Miguel de Allende, A.C.
Financial instruments shall be registered in the name of the Biblioteca Publica de San Miguel de Allende, A.C. All such instruments must be made, transferred or liquidated only by and under the signatures of the President and Treasurer acting together.
- All checks must be signed by at least two (2) officers from a list authorized by the Board of Directors.
The financial records shall be audited annually by a Certified Public accountant (Contador Titulado con cedula Profesional) and copies made available to the Board of Directors. A copy shall always be available to the Membership in the main office.
Expenditures in excess of one/half of one percent (.05%) of the approved budget, on a single item or related group of items, are not authorized unless approved by the Board of Directors. Expenditures in excess of four percent (4%) of the approved budget on a single item or related group of items, are not authorized unless ratified by a majority of the voting Members present at an Annual or Special Membership meeting.
Capital assets of the Biblioteca may only be sold or disposed of with the approval of seventy five per cent (75%) of the Board Directors present and voting at a regular Board meeting . Capital assets valued at/or more than the equivalent of fifty (50) days of the Mexico City minimum wage must first be advertised for sale in two (2) consecutive issues of Atencion San Miguel.
Scholarship funds shall be kept in two (2) separate accounts: an interest-bearing endowment account and an operating account. The interest from the endowment account shall be placed in the operating account and this money, together with donations and funds allocated by the Biblioteca, shall be used for current scholarships, as directed by the Board of Directors.
- The Biblioteca Publica shall dedicate five percent (5%) of its annual gross operating income exclusive of designated scholarship donations-to the Scholarship Operating Account.
ARTICLE VII. COMMITTEES
Committees shall be Standing or Special.
The chairperson of Standing Committees advise and report to the Board of Directors at the monthly meetings. The addition or elimination of Standing Committees must be authorized by the Board of Directors. The Board of Directors will appoint or may remove a chairperson. The appointed chairperson will recommend Members for appointment to the committee.
Special Committee advise and report the President and the Board of Directors. Adding or eliminating Special Committees and their Members, including the Chairperson, may be done by a majority of the Board of Directors.
- Standing Committees and their duties:
- WAYS AND MEANS COMMITTEE:
a)Shall function as an advisory committee to the Board of Directors and make recommendations on all financial matters of the Biblioteca, including the development of the Annual Budget; shall advise the Treasurer on investments and the cash management of the Biblioteca resources and shall prepare reports and feasibility studies as directed.
b)The Fund-Raising Subcommittee shall make recommendation and assist in fund raising activities and shall be responsible for the promotion of gifts and donations to the Biblioteca, both in Mexico and abroad.
c)The Enterprise Subcommittee: Shall function as an advisory committee to the Board of Directors and will be responsible for monitoring the financial performance of the various enterprises of the Biblioteca, and together with the President or General Manager, advise the enterprise managers on appropriate business practices.
- THE BOOK COMMITTEE:
a)Shall function as an advisory committee to the Board of Directors and shall be responsible for advising the Board on the composition of the collections: the makeup of the book collection and other related collections.
b)Shall recommend book and periodical purchases and approve book donations under standards adopted by the Board of Directors.
c)Shall make recommendations on the organization of the book collection, including cataloging, and the processing of books.
d)Shall recommend an annual budget for purchase of the books, periodical and supplies.
e)Shall recommend discard polices and practices.
f)Shall ensure that adequate publicity is given to the book-related activities and to new acquisitions.
g)The English collection subcommittee shall recommend to the book committee books and materials in English to be acquired by the Biblioteca.
h)The Spanish Collection Subcommittee shall recommend to the book Committee books and materials in Spanish to be acquired by the Biblioteca.
- THE MUSIC COMMITTEE shall install and maintain a collection of recorded and sheet music.
THE EDUCATION COMMITTEE:
Shall function as an advisory committee to the Board Directors; Shall make recommendations on educational programs for Biblioteca patrons, and will be responsible for overseeing educational activities in the Biblioteca. Operating under the Education Committee will be these subcommittees:
a)The Scholarship Subcommittee shall make recommendations on the establishment, implementation and criteria of the scholarship program of the Biblioteca; shall recommend an annual budget for scholarship and amaunts of aid and conditions for disbursing; shall recommend candidates for scholarship and supervise the recipients; shall make periodic reports; may solicit special donations and bequests for scholarship purposes.
b)The Educational Development Subcommittee shall make recommendations on and oversee the operation of the sala infantile and the children’s painting classes, the teaching of languages, and other special training activities; shall maintain a roster of Biblioteca teachers and trainers; shall recommend additional appropriate training and educational activities.
c)The Rural Libraries Subcommittee shall recommend, install and distribute suitable collections of books and educational materials in selected rural schools.
- COMMITTEE RELATIONS COMMITTEE; Shall function as an advisory committee to the Board of Directors, and will be responsible for Membership and publicity.
a)The Membership and Volunteer Subcommittee shall be responsible for recruiting new Members and shall maintain a list of volunteers ready to assist the Biblioteca.
b)The Publicity Subcommittee shall initiate, develop and supervise Biblioteca publicity: shall promote and supervise the execution of special activities in furtherance of the cultural aims of the Biblioteca, and promote the interests of the Biblioteca.
ARTICLE VIII: QUORUM
A.The quorum for the Board of Directors shall be a simplemajority.
B.The quorum for the Annual Membership Meetings shall be seventy-five percent (75%) of the Members. In the absence of the quorum at the Annual Membership Meeting, the President shall declare a lack of a quorum, and in accordance with Mexican law. Wait one-half hour and call a special meeting of attending Members. At such a meeting. A quorum will be those Members who are present.
ARTICLE IX. PROCEDURES:
All meeting, whether of the Board of Directors or meetings of the Membership, shall be guided by the Mexican Codigo de Procedimientos civiles .
ARTICLE X. AMENDMENTS:
These Bylaws may be amended by an affirmative vote of two-thirds (2/3) of the votes cast by Members in good standing present at any Annual or Special Meeting legally called according to these Bylaws; provided that the proposed amendment or amendments have been stated in the notice posted in the Library and printed in one English and one local Spanish newspaper, and made available to Members at least thirty (30) days prior to the meeting. All changes and amendments to the Bylaws and lists of elected officers must be officially registered according to Mexican law.
ARTICLE XI: RECORDS:
General and financial records and official documents of the Biblioteca shall be preserved and kep in a file maintained on the Biblioteca premises, and shall be available at all time to the Board of Directors. All records of both Standing and Special Committees shall be similarly preserved, maintained and available. Due vigilance shall be exercised to preserved all files and records. A copy of these Bylaws (in both English and Spanish) shall be available to the Membership at all times.
ARTICLE XII: LIQUIDATION:
If following liquidation, any assts remain.
They shall be distributed to other entities authorized receive donations according to the terms of the ley de Impuestos Sobre la Renta.