ASSOCIATION OF RESIDENTS OF COSTA RICA
BYLAWS OF THE ASSOCIATION

ARTICLE I: NAME

The name of the Association is:  “Asociación de Residentes de Costa Rica.” 

Due to its nature, it will be of indefinite duration.

ARTICLE II: DOMICILE

The domicile of the Association will be in San José, Costa Rica.

ARTICLE III: MISSION STATEMENT

The Association of Residents of Costa Rica (ARCR) is a non-profit organization dedicated to providing information and services for ARCR members and others living or planning to live in Costa Rica. ARCR is committed to making its members aware of opportunities enabling them to adjust to cultural differences and to unify with the Costa Rican community. The Association will advocate for human and legal rights of its members under Costa Rican law and International Treaties.

KEY OBJECTIVES:

·         Provide information regarding legal requirements for persons interested in becoming residents of Costa Rica.

·         Offer services such as the processing of documents for persons becoming residents, group insurance programs, discount plans, international mail delivery, and referrals to professionals.

·         Promote opportunities for the membership to identify and meaningfully alleviate community needs.

·         Organize, conduct and/or promote various social, educational, and cultural activities for Members.

·         Promote awareness among foreign residents and their dependents of changes in regulations, laws, and treaties, which could affect their legal status and personal lives.

·        Create additional databases of other information needed by members, such as nursing care, interest groups, financial guidance, etc.

ARTICLE IV: MEANS

To accomplish its purposes, the Association may acquire all sorts of goods (assets), always within the limits set forth in article twenty-four of the Civil Code, may enter into all types of agreements and may conduct any kind of legal operation aimed at fulfilling its goals.

ARTICLE V: RESOURCES

                The Association shall have the following resources:

1.        Member’s annual dues which shall be fixed by the Board of Directors after approval by the General Assembly.

2.        Donations.

3.        Obtaining loans after approval by the General Assembly.

4.        Fund raising activities.

5.        Bequests.

6.        Special assessments approved by a majority of the Voting Members in a meeting of the General Assembly.

7.        Any other legal source of funds after approval by a majority of the Board of Directors.

ARTICLE VI:

1.        The Association reserves for itself sole discretion for determining the eligibility of applicants for Membership.

2.        Due to the nature of this Association, neither currents members nor past members nor any other persons may use their present or past relationship with the Association or use the name of the Association in advertisements or any other manner whatsoever for commercial purposes without written approval from the Board of Directors.  The Board of Directors shall be the sole judge of what constitutes “commercial purposes.”

3.        There shall be four categories of Members.

A.      RESIDENT MEMBERS

The Resident Member must be a legal resident or citizen of Costa Rica.

B.       ASSOCIATE MEMBERS

An Associate Member is the spouse or dependant of a Resident or Provisional Member.  Payment of dues by a Resident or Provisional Member entitles the spouse or dependant to become an Associate Member.

C.       PROVISIONAL MEMBERS

A person who may apply, plans to apply, or has applied for legal residency in Costa Rica may apply to become a Provisional Member.  Provisional dues will be paid until legal status is acquired.

D.      HONORARY MEMBERS

The Board of Directors, with prior approval by a majority vote of the General Assembly, may designate a person as Honorary Member of the Association.  Such designation would express appreciation for past services.  Government officials currently in a position to benefit the Association shall not normally be made Honorary Members.

4.        {currently there is no part 4 in article VI}

5.        Duties of Members: The duties of all members shall be to comply with all the rules of the association, pay dues as fixed by the Board of Directors with the prior approval of the General Assembly, and work with other members to achieve the purposes of the Association.

6.        Identity Cards: Identity cards shall be issued to all members specifying in each case the type of membership, the member’s number, and the expiration date.

7.        Membership Rolls: A record of membership shall be kept by the Secretary in a special book pursuant to Article 17 of the Law of Associations.

ARTICLE VII: BILLING AND LOSS OF MEMBERSHIP

1.        Any Member may resign from the Association at any time by notifying the Board of Directors in writing.  Dues and fees are not refundable.  Monthly or annual billing of fees must  be cancelled 30 days prior, and in writing.

2.        The General Assembly by a majority vote may expel any member.  Such action must be preceded by sending a certified letter to the address of the member in question on file in the office at least thirty (30) days prior to the meeting of the General Assembly.  The letter must state the reasons for the proposed expulsion and must include an invitation to the member to appear at the meeting in his own behalf.

3.        Any member automatically loses his or her membership if his or her dues are not paid within sixty (60) days after they become due on the members anniversary date.  Reinstatement retroactive to the date of expiration may be permitted upon application and payment of dues from the expiration (anniversary) date.

ARTICLE VIII: RIGHTS OF MEMBERS

                All members shall be "active members" pursuant to the Reglamento of the Law of Associations.

1.        Each Resident Member (A), Associate Member (B), and Provisional Member(C) has the right to:

A.  Participate at all meetings of the General Assembly.

B.       Propose resolutions and motions including amendments to these Bylaws.

C.       Have one vote

D.      Be a candidate for and hold any elected or appointed office

E.       Serve on any committee as chairman or member if appointed or elected

F.       Offer his or her services as a volunteer.

G.       Have access to the office of the Fiscal to make known his or her charges.

H.      Participate in any social activities of the Association.

2.        Each Honorary Member (D) has the right to:

A.      Attend all meetings of the General Assembly, but may not vote or propose resolutions and motions.

B.       Participate in all social activities of the Association.

ARTICLE IX: ORGANIZATION

1.        The Association shall have the following bodies:

A.      General Assembly

B.       Board of Directors

C.       Standing Committees

D.      Office of the Fiscal

E.       Friends of the Association

2.        The General Assembly is the highest body within the Association.  It is comprised of all the voting members of the association.

3.        “Friends of the Association” are not members.  This body will be comprised of those persons of legal age approved by the Board of Directors who agree with and support the purposes of the Association by assisting the Board of Directors and working under its direction.  Friends of the Association will not pay dues, but may make voluntary donations.

ARTICLE X: ASSEMBLIES AND MEETINGS

1.        There shall be at least two Ordinary Meetings of the General Assembly, one during the first fifteen days of April, and the other during the first fifteen days of October.  The October meeting will be the Annual Meeting of the General Assembly.

2.        Other Ordinary or Extraordinary Meetings of the General Assembly may be convoked at any time by the members of the Board of Directors, or by the Fiscal, or by ten (10) voting members who file a signed petition with the Fiscal requesting a Meeting of the General Assembly in those cases in which both the Fiscal and the Board of Directors have neglected to convene a meeting within thirty (30) days following a request of this nature.  All costs shall be paid by the Association.

3.        The first summons for all meetings of the General Assembly shall be constituted with the presence of a majority of paid-up voting members when permitted by law.  If such a legal quorum is not present at the first then a second summons will be called one hour after the first summons, and the meeting may commence with whatever number of voting members are present, that being a legal quorum.  No business may be concluded without a legal quorum

4.        The General Assembly in its Ordinary Meetings has the following responsibilities:

A.      To elect at the annual meeting in October the Board of Directors and the Fiscal.

B.       To receive and approve or disapprove the reports of the other bodies.

C.       To fix the limits of the Poder Genaralisimo of the President

D.      To approve the annual budget at the annual meeting in October

E.       To authorize the Board of Directors to name agents and representatives to manage some affairs of the Association, and to define their authority.

F.       All other duties required of it by law.

5.        The General Assembly in its Extraordinary Meetings has the following responsibilities, as required:

A.      To amend the Bylaws.

B.       To dissolve the Association.

C.       To replace the Fiscal.

D.      To replace the members of the Board of Directors.

E.       To attend to all other matters indicated in the Notice of the Meeting whose nature or urgency so merit.

6.        All meetings of the General Assembly shall be convoked by publishing a Notice of the meeting in a newspaper with a national circulation at least fifteen (15) calendar days before the meeting.  Neither the day of mailing nor the day of the meeting shall be included in the number of days.  No business may be concluded at a meeting without full compliance with this section.

7.        Meetings of the Board of Directors: the Board of Directors will meet whenever convoked by the President or the Fiscal or three (3) directors.

ARTICLE XI: ELECTION OF BOARD OF DIRECTORS AND FISCAL

1.                Nominating procedures for the Directors and the Fiscal shall be in compliance with the Standing Rules of the Association.

2.                The Board of Directors shall be composed of 7 members elected by the General Assembly.  There shall be elected a President, Vice President, Treasurer, Secretary, and 3 Members-at-Large (Vocales).

3.                The Directors and the Fiscal must be Voting Members of legal age, elected by the General Assembly at its Annual Meeting held in October. Candidates for election as Directors arid the Fiscal must have complied with the requirements established in the Standing Rules of the Association. In order for candidates for Directors and the Fiscal to be elected, they must receive a plurality of the votes cast in the elections

4.                Voting Members at their sole discretion may vote in person or by proxy. The form of the proxy shall be determined by the Board of Directors and it shall be voted according to instructions of the Voting Member.

5.                The terms of the Directors and the Fiscal shall be two years, beginning November 1st and ending October 31^st 2 years later. For continuity on the Board, the President, Vice President, Vocal 1 and Vocal 2 will be elected in even numbered years.  The Secretary, Treasurer, Fiscal and Vocal 3 will be elected in odd numbered years.  A voting member may not be elected to the same office for more than one 2-year term.

6.                Each Director shall have one vote on the Board of Directors, Motions presented for action before the Board must be approved by a majority vote of the members in attendance; provided; however, no action shall be taken by the Board with less than four affirmative votes. At the sole discretion of the Board of Directors, some or all Chairmen of Standing Committees may be required to participate in Board meetings without a vote.

7.                The Board of Directors is the Executive Body of the Association and is responsible for the administration of the Association.

8.               Any Director the Fiscal may be removed at a Meeting of the General Assembly by a majority vote and another Director or Fiscal elected by a majority vote at that Meeting to serve out the unexpired term.

9.               Any Director or the Fiscal may resign at any time by writing a letter to the Board of Directors who shall accept the resignation on behalf of the Voting Members of the General Assembly.

10.            If a Director resigns, or is unable to serve for any reason, he or she shall be replaced promptly by the Board of Directors.

11.            If the Fiscal resigns, he or she shall be replaced promptly by a majority vote of the Board of Directors and that election shall be confirmed by, or a new Fiscal elected, at the next Extraordinary Meeting of the General Assembly.

ARTICLE XII: DUTIES OFTHE BOARD OF DIRECTORS

1.                      Each Director shall have the clear obligation under penalty of sanction by law to demand compliance by each and every Member of the Board the Laws of Costa Rica, with the Laws of Associations, and these Bylaws of this Association. (Law No. 218, Chapter VI. Article 35)

2.                      The Board of Directors may make agreements and sign contracts of any sort and do any legal thing to achieve the Purposes of the Association. However, in its inter-relations with the government of Costa Rica, it shall be guided by those policies which have been approved by the General Assembly.

ARTICLE XIII: DUTIES OF OFFICERS

1.              THE PRESIDENT

A.                     The President shall be the legal representative of the Association.

B.                      The President shall be the judicial and extra-judicial representative of the Association. He shall have Poder Generalisimo according to Article 1253 of the Civil Code with limitations as follows:

(a)     The President may not pledge as security nor in any way dispose of any asset of the Association without the prior approval of the Board of Directors.

(b)     The President may not sign any type of contract without prior approval of a majority vote of the Board of Directors.  Any contract that exceeds the sum of ten thousand dollars (US$10,000) requires prior approval of the Board of Directors and of two-thirds of the Voting Members voting at an Ordinary Meeting of the General Assembly.

C.                      The President shall chair the meetings of the Board of Directors and the General Assembly and shall be an ex-officio member of all committees except the Nominating Committee.

D.                     The President shall cosign the Actas.

E.                      The President shall prepare and submit an annual budget for approval at the Annual meeting in October.

F.                      The President shall report to the General Assembly in April and October what has been accomplished toward achieving the Purposes of the Association.

G.                      The President shall authorize only the Directors to sign checks and withdraw funds from checking accounts. In all cases he must require two signatures jointly authorized on all accounts. The names of all authorized signatories shall be recorded in the English language minutes of a Board Meeting and in the official Spanish language Actas.

               2.             THE VICE PRESIDENT

A.                    The Vice President shall assume the duties and the authority of the President when the President is temporarily absent, but is expected to return to duty.

B.                     In the event of a vacancy in the office of President, the Vice President shall become Acting President, shall immediately assume the duties and authority of the President, and shall remain Acting President until a successor President is duly elected.

C.                     The Vice President may not be Chairman of a Standing Committee; however, he or she may be Chairman of a Select Committee as defined in these Bylaws.

               3.             THE TREASURER

A.                The Treasurer shall be responsible for the bank accounts, the accounting for the funds of the Association, and shall devise and implement all necessary controls for their security and recommend to the Board of Directors the bonding of individuals when prudent to do so.

B.                 The Treasurer shall assure that the Diario and the Mayo lnventario and Balances are maintained on a current basis as prescribed by law and sign them when he approves the entries.

C.                 The Treasurer shall arrange for an annual audit and assist the auditor as may be required and report the auditors' results at the Annual Meeting in October.

D.                 The Treasurer shall assist the President in the preparation of the Annual Budget and report to the General Assembly in April and October on the actual versus budgeted income and expense with recommendations.

E.                  The Treasurer shall report quarterly to the Board of Directors the financial condition of the Association and include that information as an item in the Association Newsletter or any other newsletter mailed to all current members.

F.                  The Treasurer shall sign a letter to guarantee the accomplishing at the above duties.

G.                 For accounting purposes, the fiscal year shall be from October 1st to September 30th.

4.               THE SECRETARY

A.                   The Secretary shall take minutes of all Meetings of the General Assembly and the Board of Directors.

B.                    The Secretary shall record in a separate Minute Book (not the official Actas) a permanent record in English of all elections, appointments, and motions, which are adopted at the Meetings of the Board of Directors and the General Assembly.

C.                    The Secretary shall include in the Minute Book referenced in ¶4.B. above a narrative history in English of what was reported, proposed, read, and discussed, but not acted upon. This will not be entered in the Actas.

D.                   The Secretary shall record in the Minutes of meetings of the Board of Directors when the vote is not unanimous, all votes for and against each motion with the corresponding name of the Director so voting.

E.                    The Secretary shall, after being translated into Spanish, promptly enter the Minutes referred to in ¶4.B. and ¶4.D. above in the current legalized book of Actas in chronological order and sign them immediately.

F.                    The Secretary shall maintain a special book of the names of Members entered in chronological order by the date of membership pursuant to Article 17 of the Law of Associations. In addition, a card file of the Membership in alphabetical order and a computer file may be kept.

G.                    The Secretary shall perform other duties as required by the Board of Directors and as may be provided in the Bylaws and Rules of Order.

               5.             THE FISCAL

The Fiscal is not a member of the Board of Directors; however, he or she shall attend and may participate at all Meetings of the Board of Directors.  The Fiscal is the Supervising Official. He or she shall watch the conduct of the Bodies of the Association to see that they observe strictly the requirements of the law and of these Bylaws. (Law No. 218 of 1939. Article 24)

ARTICLE XIV: AMENDMENTS

These Bylaws may be amended by the Voting Members at Meeting of the General Assembly by a two-thirds vote of those voting.  The proposed amendment(s) must be posted in the office of the Association at least thirty (30) days prior to the Meeting at which the amendment(s) will be proposed for adoption, and published in an issue of the Association newsletter or any other newsletter which is mailed to all current Members at least thirty (30) days prior to the Meeting. Neither the day of mailing nor the day of the meeting will be included in the thirty (30) days notice.

ARTICLE XV- RULES

1.        This Association shall be governed by the law of Associations No. 218 of August 8, 1939, as modified since, by its Bylaws, and by its Standing Rules.

2.        The Standing Rules shall be established from time to time by the Board of Directors or the General Assembly and they shall remain in effect until rescinded or modified at subsequent meetings of either of these Bodies. No Standing Rule shall be adopted which conflicts with the Law or these Bylaws. The Standing Rules are of a transitory nature and need not be published or registered outside the Association.

3.        For the orderly conduct of business at Meetings, the rules contained in Roberts Rules of Order shall govern the Association in all cases to which they are applicable, provided they are not inconsistent with the other Rules named in this Article.

ARTICLE XVI: COMMITTEES

1.               STANDING COMMITTEES

A.      The Board of Directors shall establish Standing Committees as required in its judgment to conduct the business of the Association. The Chairmen of Standing Committees shall be appointed by the President with the approval of the Board of Directors and may be expected to attend Board Meetings without a vote. The terms of the Chairmen end on October 31st and they may be re-appointed.

B.       The Chairman of each Standing Committee shall fill his or her committee from among the Voting Members.

C.       Each Committee shall elect a Vice-Chairman and a Secretary. The Secretary shall record what was done (the motions and resolutions passed) and maintain a narrative history of the Committees proceedings and results.

D.      The work of each Committee shall be under the general supervision of the Board of Directors and the work of the several Committees shall be coordinated by the Board of Directors.

E.       Any Chairman of a Standing Committee can be removed and replaced at any time by a two-thirds vote of the Directors at a Meeting of the Board.

F.       Any Chairman of a Standing Committee may resign at any time by writing a letter to the President, which he or she shall accept on behalf of the Board of Directors. The President may appoint a new Chairman with approval of the Board of Directors.

                2. SELECT COMMITTEES

Select Committees may be appointed or elected at any meeting of the Board of Directors or the General Assembly following a motion to refer to a committee to perform some special task, secure more information, or investigate a situation. The Chairman of the Select Committee shall bring back a report or recommendation to the Body.  Such committees cease to function when they have completed their duties and brought in a report.

                 3.   PROHIBITION OF COMMITTEES TO OBLIGATE ASSOCIATION

Neither Standing Committees nor Select Committees shall obligate the Association or Incur debt on behalf of the Association without the prior approval of the Board of Directors.

ARTICLE XVII: PUBLICATIONS

The Association may publish a non-profit newsletter to be mailed to its Members and to other interested parties.  However, all Members shall be kept informed of the actions of the Board of Directors as provided in these Bylaws and in the Standing Rules.

ARTICLE XVIII: DISSOLUTION

The Association can be dissolved when the causes set forth in Articles Thirteen, Twenty-seven, or Thirty-four of the Law of Associations No.218 occur.  Upon dissolution, the goods (assets) shall be distributed according to the decision of the General Assembly.

PROTOCOLIZED NOTES:

                       Recorded at the National Registry Relating to the Association

1.        The exact address of the Association is San José, first floor of the Edificio Casa Canada, 4^th Ave & 40^th Street.

2.        The guarantee of the Treasurer shall be by means of a policy that has been acquired from the National Institute of Insurance (lnstituto Nacional de Seguros), the guarantee to be set by the General Assembly.

3.        The prerogatives of the vocales will be to contribute on the Board of Directors with the other members of the Board, and they can substitute for them in case of absences.  Furthermore, the vocales may be integrated into the committees named by the Board of Directors.

4.        The authority of the Association to render guarantees is abolished