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SECTION 1
ON THE NAME, RESIDENCE, OBJECTIVE AND PATRIMONY
Article 1.: A nonprofit private corporation, to be called “WIKIMEDIA CHILE”, is constituted and governed by the rules of the 33rd Title of Book I of the Civil Code, the Regulations on the Grant of Legal Personality to Corporations and Foundations, the regulatory provision which replaces the latter, and by these bylaws.-
Article 2.: The legal residence of the Corporation shall be in the Commune of Santiago, Province of Santiago, in the Metropolitan Region of Santiago, notwithstanding that it can develop activities in other parts of the country, and may establish offices and branches in any geographical location in the Republic of Chile.-
Article 3.: The Corporation shall have as goals and objectives:
- To actively contribute to the diffusion, improvement and progress of the knowledge and culture by means of the development and distribution of encyclopedias, collections of quotes, educational books and other document compilations; the diffusion of information and diverse data bases, especially in the languages spoken in the Republic of Chile, which:
- are available through technologies as Internet or similar, provided that: (a) the source of the data is available (for works resulting from either the compilation or processing of other works), (b) are given in a freely available format (defined as those that can be implemented by anyone, based on publicly available and documented specifications, and whose implementation and use does not require the payment of any royalties), and the availability of the work is not restricted by technical measures.
- the content of those works is free, due to either licensing conditions or copyrights law. In this context, “free” shall be understood as any work that entitles the user to the following rights:
- freedom to use it and to enjoy the benefits of its use
- freedom to study it and to apply the knowledge acquired from it
- freedom to make and redistribute copies, either complete or partial, of the information or expression
- freedom to make changes and improvements to it, and to distribute the derived work
- To promote and support either directly or indirectly the projects hosted by the Wikimedia Foundation, Inc., a nonprofit organization incorporated in the State of Florida, United States of America; and especially applications, transpositions, developments and translations in the languages spoken in the territory of the Republic of Chile. The projects of the Wikimedia Foundation, Inc. are those listed in the official site http://www.wikimedia.org/ or any other replacing it in the future. To these objectives, the use of the registered trade and service marks owned by the Wikimedia Foundation, Inc., will be subject to a specific contract between Wikimedia Foundation Inc. and Wikimedia Chile on a case-by-case basis.-
To achieve these objectives, the Corporation may exercise (but is not limited to) the following options:
- use for their purposes and objectives the funds received from national, international and foreign sources;
- collect funds and devote them to the aforementioned goals;
- either organize or collaborate in meetings, conferences, seminars, symposiums, lectures, workshops, courses and events
- edit, print and distribute brochures, newsletters, magazines, newspapers, books, and generally produce and make use of all types of audiovisual and electronic media;
- buy, sell, lease, tax and generally celebrate all kinds of legal acts for the acquisition, management and disposition of real and personal property, both tangible and intangible, including titles and values, with any bank or financial institution, either public or private, either national or international, needed to fulfill the purposes and objectives of the Corporation;
- hire and employ professional, technical and administrative personnel, if it is necessary to fulfill its purposes and objectives;
- maintain relationships and cultural exchange with other national, foreign, public and private organizations, being able to associate with on a temporary or permanent way;
- collaborate with public and private institutions, aimed for similar purposes, in common areas;
- maintain relations with authorities and gather their support for achieving the goals and objectives of the Corporation.-
Article 4.: The duration of the Corporation shall be perpetual. The Corporation neither pursues nor proposes trade union purposes or profit, nor those of the entities which must be governed by its own legal status. It is prohibited any partisan political action.-
Article 5.: The patrimony of the Corporation shall be composed by:
- Incorporation fees and ordinary and extraordinary membership fees, determined according to the bylaws, paid by the members;
- The goods which might be acquired in the future by any title, as well as the rent they might produce;
- Donations by living persons and inheritances that might be given;
- The disposal of assets and disbursements and grants obtained from either natural or legal persons, either public or private law, and other assets acquired by any means;
- The product of any other concept endorsed by the law.
Article 6.: The social founding will be used exclusively for the achievement of the association's goals and the administration expenditures. Income, profits or surplus of the Corporation for any reason shall not be distributed to its members even in case of dissolution.-
SECTION 2
ON THE MEMBERS
Article 7.: Every person could be a member, regardless of sex, nationality or condition.-
Article 8.: There shall be the following categories of members: active, honorary, adherent and junior ones; understood as:
- Active member: every natural person with all the rights and obligations specified by these bylaws. To be an active member, it is required:
- To be of legal age (18 years old);
- To be registered with an username in at least one project of the Wikimedia Foundation Inc., and have contributed to them using this username, with the exception specified in the following section.-
- Honorary member: an either natural or legal person who, because of his/her career in defense and promotion of culture and free knowledge, has obtained a proposal from at least two active members agreed by the General Assembly of Members. This member has no obligation to the Corporation and shall have the right to speak at General Meetings, to be informed periodically of the progress of the institution, and attend its public events. The legal person who has honorary membership will use their rights through their legal representative or an agent specially appointed for this purpose. Honorary members who want to have the same rights as an active member must apply for admission in that category, for which the terms specified in these bylaws apply, except the status of active involvement in at least one project of the Wikimedia Foundation, Inc.-
- Adherent member: a natural person who fulfills the requirements of the article 9 of these bylaws but is not an active contributor to any project of the Wikimedia Foundation, Inc.-
- Junior member: any natural person applying to membership, who is not yet of legal age by the time of the application. They will be automatically promoted to the category of either active member or adherent member when coming of age.
All members regardless of their category, present at the constituent act, will be considered founder members. This denomination shall not grant any additional privilege. The first Board will make an individual diploma to document this circumstance..-
Article 9.: In order to be admitted as a member, the applicant shall present an official application form in a way approved by the Board with the following information:
- Full name;
- Birth date;
- Address and email;
- National Identity Document number.-
The full name of every applicant will be displayed at a location to be determined by the Board, for a period of not less than 15 (fifteen) days, in order to enable the application to be challenged by any board member in the same period, in case that the applicant does not fulfill any of the conditions expressed in this bylaws.-
The Board shall decide on applications for admission in the first session held after the submissions were made, based on their merit and considering the challenges made, if so. There could not be more than 60 (sixty) days from the date of filing, without the Directors meet and resolve them; otherwise, it will be assumed that the submission was aproved. The Board may request the applicants, within 15 (fifteen) days from the date of filing the relevant application for admission, other data not intended in this article, establishing a period for its delivery.-
The applications submitted at least 15 (fifteen) days before a General Assembly with scheduled elections, should be known by the Board before the Assembly.-
In the case of rejection, the applicant may send again his/her request to the next Ordinary General Assembly meeting, this application may be approved by simple majority.-
Article 10.: The status of active, adherent and junior membership is acquired:
- when subscribing the Act of Constitution of the Corporation, or
- when at least 2/3 (two thirds) of the Board members accept the membership application, supported by two active members, in which the applicant agrees with the goals of the Corporation and makes a compromise to fully comply with the bylaws, regulations and agreements of the Board and the General Assembly of Members.
The status of honorary member is acquired by resolution of the General Assembly of Members, accepted by the concerned.-
Article 11.: Active members have both right to speak and vote, and are qualified to hold positions in the Association's Board. Honorary, adherent and junior members have the right to speak but not to vote, and do not qualify to hold any elective position.-
Honorary members are exempt from paying the membership fees.-
Article 12.: Active members have the following obligations:
- To file an application form with the veridical information requested thereby and to notify of any changes;
- To attend the General Assemblies that are legally convened;
- To serve with efficiency and dedication the charges for which they are appointed and the tasks entrusted;
- To accurate and timely fulfill the financial obligations to the Corporation;
- To inform in written to the Board of any change in that would prevent him from retain his/her membership in the Corporation;
- To respect and comply these Articles of Association, and any regulations and dispositions established by the Assembly or the Board.-
Adherent and junior members shall comply with the obligations contained in points a), c), d), e) and f) explained above.
Article 13.: Active members have the following rights:
- To attend the public meetings of the Board;
- To submit to the Board ideas and projects that fit within the goals of the Corporation;
- To request to the Board information about the accounts of the Corporation and its activities and programs;
- To attend the assemblies, to deliberate, to vote in them, to elect and to be elected for Board's positions within the limitations determined by these bylaws;
- To have free access to the premises of the Corporation, if any, following the conditions established by the Board; and to use and enjoy the benefits that are set in these bylaws.-
Adherent and junior members have the rights referred to in points a), b), c) and e) above, and to attend the General Assemblies, with right of voice, and to assume tasks entrusted by the Corporation.-
Honorary members have the rights referred to in points a) and b) above, and to attend the General Assemblies, with right of voice, and to assume tasks entrusted by the Corporation, and the use and enjoyment of the benefits set in these bylaws.-
Article 14.: The status of active, adherent or junior membership is terminated:
- In case of death;
- By written resignation submitted to the Board;
- By expulsion decreed in accordance with Article 15 of these bylaws.-
In case of an honorary member, this status is lost by agreement of the General Assembly for serious and grounds reasons.-
The member who for any reason cease to belong to the Corporation, shall meet the financial obligations that have accrued to it.-
Article 15.: The Court of Honour, referend in the Section 8 of these bylaws, may penalize members, for any misdemeanors and transgressions they commit, only with some of the following disciplinary measures:
- Written warning;
- Suspension for up to 3 (three) months of full rights to the Corporation:
- For breach of the obligations prescribed in Article 12 c) and f) of these bylaws.
- A member that is late more than 90 (ninety) days in fulfilling its financial obligations to the Corporation, or in debt of an amount equal to 3 (three) monthly membership fees; suspension shall immediately cease as soon as the member fulfills his/her financial obligations;
- Expulsion based on one of the following reasons:
- To not fulfill the financial obligations with the Corporation for six consecutive months, after warning by letter inviting him to make the payment within 30 (thirty) days of notification. The member may return only once after paying the total amount of its debt plus the expenses for its management;
- To cause serious harm by word, by letter or by actions to the interests, the image or the assets of the Corporation. The damage must have been checked by unquestionable means;
- To have suffered three suspensions of his rights according to the provisions in subparagraph b) of this section, within 2 (two) years from the first suspension.
- To lose the requirements for membership, in accordance with these bylaws;
The affected member by any of the aforementioned measures will be summoned by registered letter to provide disclaimer of the decision, in the following 15 (fifteen) days after the notification, except in the case explained in letter b) number 1 of this article.
If a disclaimer is provided, the Court of Honour will discuss its merits and may reconsider its decision. In case of not providing a disclaimer in the established period, the decision will stay.-
The affected party by expulsion may appeal the decision of the Court of Honour, pronuncing about the disclaimers provided, within fifteen (15) days from the respective notification to the General Assembly. The appeal will be known at the first Ordinary General Meeting to be held, which ultimately resolved. While no decision is taken by the Assembly, his/her membership rights shall be suspended.-
For all effects established in these bylaws, citations, demands and notifications made by registered letter, will be considered executed from the third day after they were sent. The periods established in these bylaws consider consecutive days.-
Article 16.: Resignations to be valid must be written and the signature must be confirmed with the Secretary of the Board or be authorized by a public notary. When these formalities have been met, the resignation will be in full force, not being required approval by the Board or by the Assembly.
SECTION 3
ON THE MEMBERSHIP FEES
Article 17.: Regular fee will be determined by the annual General Assembly after being proposed by the Board, and shall not be less than ____________ nor more than ___________ monthly tax units (UTM). Also, the incorporation fee will be determined by the General Assembly of the respective year after being proposed by the Board, and shall not be less than nor more than ___________ monthly tax units (UTM).-
The Board is authorized to decide if the payment and collection of regular fee will be made every month, every three months, every six months or every year.-
If, in particular circumstances, one member has difficulties to cope with such payment, the Board may request the exemption of this obligation, for a maximum period of 6 (six) months and may re-apply if his/her difficulties continue, and pledging to report immediately if these circumstances change. The Board shall decide the petition at the first session held after the reception of the application.-
Article 18.: Extra fees will be determined by an Extraordinary General Meeting after being proposed by the Board, and its lowest value shall not be more than ___________ monthly tax units (UTM). An extra fee of this nature can be established whenever required by the needs of the Corporation. It shall not set more than 1 (one) extra fee for each quarter.-
The funds raised by extra fees shall not be intended for another purpose than the purpose for which they were collected, unless a General Meeting specially convened for the purpose, resolved for a different destination.-
SECTION 4
ON THE GENERAL ASSEMBLY
Article 19.: The General Assembly is the main collective body of the Corporation and is composed by all of its members. Its agreements are compulsory for all the present and absent members, providing they have been taken in the manner prescribed by these bylaws and are not against to law.-
There will be Ordinary and Extraordinary General Assemblies. In April of each year, an annual Ordinary General Assembly will be hold on the place assigned as the address of the Corporation by the Board; in it, the Board shall account the state of investments and the progress of the Corporation and submit for approval the report and balances of the previous year; and shall realize the elections determined by these bylaws, as appropriate. The Board, with the consent of the Assembly, may provide for the election act to be hold on another day, time and place, which shall not exceed 90 (ninety) days from the original date when institutional convenience indicates so. In this case, there shall comply with the provisions of the Article 21. of these bylaws.-
At the Ordinary General Assembly, the regular, extraordinary and incorporation fees shall be established as provided in these bylaws. At the Ordinary General Assembly any matter related to social interests may be discussed, except those that apply exclusively to the Extraordinary General Assemblies.-
If for any reason an Ordinary General Assembly is not celebrated in the stipulated time, the Board shall convene a new Assembly within 30 (thirty) days and the Assembly will have, in any case, the character of an Ordinary Meeting.-
The report of activities of the Corporation and the balance of the previous year, which are subject to approval by the Ordinary General Assembly shall be made available to members at least fifteen (15) days prior to holding the Assembly, by the means that the Board deems appropriate.-
In the event that the assets of the Corporation or the total annual income exceed the limits set by law or applicable administrative rules, accounting, balance sheet and financial statements shall be presented by independent external auditors appointed by the Ordinary General Assembly among those enrolled in the Register of Auditors of the Superintendency of Securities and Insurance. In any case, by a written request signed at least by 25% (twenty-five percent) of the active members, the accounting, balance sheet and financial statements shall be presented by the mentioned external auditors.-
Article 20.: Extraordinary General Assemblies shall be celebrated when the Board agrees to call them, or every time 10% of the active members request one to the President of the Board in written.-
At the Extraordinary General Assemblies only matters in the call shall be discussed; any agreement beyond these matters will be null and worthless.-
The following are exclusive matters for Extraordinary General Assemblies:
- Reformations to the bylaws of the Corporation;
- Dissolution of the Corporation;
- Complaints against members of the Board and the Court of Honour, to enforce accountability on their part, for serious violation of the laws or the bylaws, by dismissal if the charges were proved, without prejudice to civil and criminal actions that the Corporation is entitled to engage,
- Consitution of a union or federation of associations, or the incorporation to one already established;
- Purchase, sale, mortgage, exchange, assignment and transfer of real estate, the establishment of rights and prohibitions of tax and transfer, and lease of property for a period exceeding 3 (three) years.-
The agreements referred to in points a), b) d) and e) shall be reduced to a public notice, signed on behalf of the Corporation, by the President together with persons appointed by the Extraordinary General Assembly.-
Article 21.: Citations to General Assemblies shall be made by a notice that must be published once, with at least 5 (five) days prior to the date fixed for it and no more than 20 (twenty) days prior to it, in a newspaper of the capital of the province in which it is located the address of the Corporation. Such publication shall indicate the date, place, time and purpose of the meeting. A second meeting shall not be cited in the same ad, when is not put into effect the first for lack of quorum.-
Also letters shall be sent to the registered address by the members of the Corporation, with at least 5 (five) days in advance and no more than 30 (thirty) day of the Assembly.-
Article 22.: Ordinary and Extraordinary General Assemblies shall be legally established and incorporated if they are attended by, at least, one third of the active members. If this quorum is not reached, it shall be registered on the record and a new assembly shall be summoned for a different day within 30 (thirty) days following the first citation, in which case the Assembly will be held with the attending active members.-
Members in debt of 3 or more social fees shall not be part of the assemblies. They will be able to regularize their situation with the Treasury until the deliberations begin.-
Article 23.: Agreements taken in General Assemblies shall be adopted by an absolute majority of the attending active members, with the exception of the cases with a qualified majority, specifically established by law or the bylaws.-
Active members have the right of one vote and this could be delegated to another active member through a simple letter of authorization. Active members, besides his/her own right of vote, can represent only one other active member. The letters shall be ratified by the Secretary of the Board or the person.-
Article 24.: The deliberations and agreements that take place in the General Assemblies shall be written in a special book or record to ensure the accuracy of the minutes, which will be led by the Secretary. These records shall be a summary of what happened in the meeting and will by the President, the Secretary or those acting for them instead, and also by 2 (two) attending active members designed by the Assembly for this effect.-
In these records, the attending Assembly members will be able to disclose their complaints about their rights, for procedural errors relating to the calling, setting up and running of the Assembly.-
Article 25.: The General Assembly shall be chaired by the President of the Corporation and shall act as Secretary the member of the Board with that position or the persons acting in their stead. Should the President fail, the Vice-president will chair the Assembly and, in case of missing both, a Director or other person designated by the Assembly for that purpose.
SECTION 5
ON THE BOARD OF TRUSTEES
Article 26.: The association will be directed and administered by a Board of Trustees composed by a President, a Vice-president, a Secretary, a Treasurer and two Directors. The Board will last for 2 years in office and its members will be able to be reelected for the following periods. The members of the Board will exercise their positions without perceiving any payment, but are entitled to be reimbursed for expenses authorized by the Board justified to have been done in the exercise of their functions
The President of the Board of Trustees will be also the President of the Corporation.-
Article 27.: The members of the Board of Trustees and the Court of Honour shall be elected in an Ordinary General Assembly with the following rules
- Elections shall be called every 2 (two) years:
- Every active member shall have a free and secret vote in a single act, with the right to mark as many preferences as candidates to choose, not being allowed to accumulate the preferences for one candidate or repeat a name;
- The candidates with the highest amount of votes shall be proclaimed as elected until all the seats of the Board and the Court of Honour are announced;
- The office of Director is incompatible with being member of the Court of Honour;
- If it is not completed the required number of Board members or members of the Court of Honour, or there are any ties between two or more candidates to fill the last place among the highest respective majorities, as many elections as necessary shall be made;
- There will be an Election Commission which shall be composed of an equal number of two active members and two members of the Court of Honour who are not candidates, and they must choose between themselves a President of the Commission with the power to settle ties when they occur, with the reason of adopting agreements or resolutions. The Committee shall be constituted in the General Assembly established to hold the elections, and shall comprise the members of the Court of Honour appointed by the Board, or in their absence by the active members appointed by itself, and the members of the Assembly elected in the same act;
- The counting of votes will be public.-
Article 28.: The elected Board shall immediately take office, without affecting to the accountabilities and the delivery of documents to be carried out subsequently, for which a date shall be set.-
In the General Assembly to elect the Board, or within 15 (fifteen) days after it, the Board shall elect from among its members a President, a Vice President, a Secretary and a Treasurer.-
If for any reason the election of Directors is not carried out at the time set by the Article 17. of these bylaws, the Board will continue in office, with all its obligations and responsibilities, until replaced in the manner prescribed by the bylaws.-
Article 29.: In case of death, disability, resignation, removal, absence or absolute incapacity of a Director for the performance of his duties, the Board shall appoint a replacement who shall hold office the remainder of the term to complete the Director replaced.-
The absence or absolute incapacity of a Director for the performance of his duties is understood as the failure to attend 3 (three) or more consecutive sessions without justified explanation, which will be qualified by the Board itself, excluding the involved.-
When, for whatever reason, the number of Board members is reduced to less than a majority, it shall call to elections by the General Assembly of Members, within 7 (seven) days.
Article 30.: Any active member with 1 (one) year or more of seniority in the Corporation may be elected to the Board. To this effect, every two days as adherent or junior member could be counted as one day of seniority.-
Directors shall not be people who have been convicted of any crime or misdemeanor in the 15 (fifteen) years preceding the date on which it is intended to be designated. Also, people sentenced to afflictive punishment shall not be Director.-
The Director that during the course of their activities is convicted of any crime or misdemeanor, shall cease to hold office.-
Article 31.: The Board shall meet with the absolute majority of its members and its resolutions shall be adopted by an absolute majority of the Directors attending, except in cases that these bylaws indicate a different quorum. In case of a tie, it will be defined by the President.-
The discussions and agreements of the Board shall be recorded in a book or record, which shall be signed by all directors who have attended the meeting.-
If a Director wants to save his/her liability for any act or agreement of the Board, his opposition should be stated in the respective record and notify about it in the following General Assembly.-
The Board shall hold ordinary session, at least, once by every trimester of the year, on the date agreed by its members.- Once a year, at least, the Board shall hold a public meeting, which shall be notified by the means deemed appropriate.-
The Board may hold extraordinary meetings when deemed necessary by its President or on request of 2 (two) or more members of the Board, should this case be convened by the Secretary. These sessions shall be only about the subjects expressed on the citation, with the same formalities for setting up and operating established under this article for regular meetings.-
Article 32.: The Board may suspend any member for misconduct in the performance of their duties. It will require a vote of 2/3 (two thirds) of its members and the record will be passed to the next Assembly to ratify that decision.-
Article 33.: The rights and duties of the Board are:
- To rule the Corporation, enforce these bylaws, regulations, Assembly resolutions and its own ones, and ensure that these rules are followed, according to the objectives pursued by them;
- To administrate the Association's patrimony and make investments with its actives. To approve projects and programs following the objectives of the Corporation;
- To keep the administration and accounting books required by the law and those that the Association considers necessary for its normal functioning;
- To summon a General Assembly of members, ordinary or extraordinary, according to the regulations expressed in these bylaws;
- To establish any kind of commissions, branches, subsidiaries, annexes, offices and departments as deemed necessary for the best performance of the Corporation;
- To draft the regulations necessary for the Corporation and its created branches and agencies, to carry out its purposes, and submit those regulations to the next General Assembly for approval, while they can be applied in the meantime on a temporary basis, as well as perform all matters and business deemed as necessary;
- To present the accountability in the annual Ordinary General Assembly, both of the progress of the Corporation as the investment of its funds, through memory, balance and inventories, which at that time shall be subject to the approval of its members;
- To sanction members;
- To determine the absence and impossibility of its members to fill their posts, as established by the Article 29. of these bylaws;
- To submit regularly the memory and balances to the Ministry of Justice, according to the applicable law;
- To solve matters not anticipated on this Articles of Association informing them in the following Ordinary General Assembly to be summoned;
- Other attributions established by these bylaws and the applicable law.
Article 34.: As administrator of the social goods, the Board shall be empowered to buy, acquire, sell, exchange, give and take on lease and management, assign and transfer all kinds of real estate and securities; give and take on lease property for a period not than 3 (three) years up; accept, postpone and cancel mortgages, pledges, guarantees and prohibitions, award cancellations, receipts and releases; enter into employment contracts, setting the conditions and put an end to them, celebrate mutual agreements and accounts, opening and closing accounts, deposits, savings and loans, draft and overdraft them; receive checkbooks and approve balances; draw, accept, take, endorse, discount, charge, cancel, extend and protest bills of exchange, promissory notes, checks and other negotiable or commercial papers, run all sorts of commercial bank operations, collect and receive what corresponds to the Corporation, engage, lift and put off securities, constitute, modify, extend, dissolve and liquidate companies and communities, attend meetings with voice and vote; grant and revoke powers, special mandates and compromise; accept all kinds of legacies, bequests and donations, buy insurance, pay premiums, to approve settlements of claims and to perceive the value of policies, sign, endorse and cancel policies; import and export; delegate its powers to one or more members or officers of the institution, only in relation to economic management of the Corporation or its internal administrative organization; stipulate in each contract to hold the prices, terms and conditions it considers appropriate; cancel, rescind, resolve, revoke and terminate these contracts; to terminate existing contracts by resolution, eviction or otherwise; operating in the stock market; buying and selling currencies without restriction, contract loans for social and implement those actions that tend to the proper administration of the Corporation.-
Only by agreement of an Extraordinary General Meeting of members, the Corporation can buy, sell, mortgage, exchange, assign and transfer real property, easements and tax prohibitions and sell and lease real property for a period exceeding 3 (three) years .-
Article 35.: Agreed by the Board or the General Assembly, where appropriate, any act in relation to the powers referred to in the preceding article shall be conducted by the President or his/her subrogated to the position, together with the Treasurer or another member of the Board designated for this case. They should not deviate from the terms of the agreement of the Assembly or the Board as appropriate and will be jointly liable to the Corporation in the event of contravention. However, it is not necessary to disclose the terms of these agreements to third parties that contract with the Corporation
SECTION 6
ON THE PRESIDENT AND VICEPRESIDENT
Article 36.: The President of the Corporation has to:
- Represent the Corporation at court and out-of-court;
- Chair the meetings of the Board and the General Meetings of Members;
- Implement the resolutions of the board, without affecting the functions entrusted by the bylaws to the Vice President, Secretary, Treasurer and other members appointed by the Board;
- Organize the work of the Board and propose the plan of operations of the institution;
- Appoint working committees as he/she deems appropriate;
- Sign the documentation proper of his/her office and the one in which he/she should represent the Corporation;
- Co-sign with the Treasurer or the Director designated by the Board, checks, money orders, bills, statements and, in general, all documents related to the movement of funds of the Corporation;
- Report annually to the annual Ordinary General Meeting of members on behalf of the Board, on the progress of the Corporation and the financial status of the same;
- Resolve any urgent request that appears and request in the next board meeting, its ratification;
- Ensure compliance with the bylaws, regulations and agreements of the Corporation;
- All other powers determined by these bylaws and regulations.
The acts of the representative of the Corporation, are acts of it, as long as they don't exceed the limits of the ministry entrusted to him; otherwise, the representative is personally liable only.-
Article 37.: The Vice President should work with the President on all matters that correspond to it .-
In case of illness, leave, temporary absence or incapacity, the President shall be subrogated by the Vice President who shall have all the powers attributed to him in such case .-
In case of death, disability, resignation, removal, absence or absolute incapacity of the President, the Vice President shall serve until the completion of the respective period .-
In case of impediment or temporal absence of the Vice President, he/she will be replaced by the Secretary .-
SECTION 7
ON THE SECRETARY AND THE TREASURER
Article 38.: The duties of the Secretary shall be the following:
- Keep the books or records of the Board and the Assembly of Members
- Keep the Register of Members, Directors and other authorities established by the bylaws;
- Send the invitations for the ordinary and extraordinary assemblies of members and publish notices for these summons;
- Make the table of the sessions of the Board and the General Assemblies, in accordance with the President;
- Write and send with his/her signature and the President's one the mails and documents of the Corporation, except the ones that belongs exclusively to the President and receive and dispatch correspondence in general. To answer personally correspondence that are mere formality;
- Monitor and coordinate directors and members to comply with the duties, tasks and missions assigned to them under the bylaws and regulations, or entrusted to them for the better functioning of the Corporation;
- Sign the records as attester of the Corporation and provide duly certified copies under his/her signature, when requested by any member;
- Evaluate letters of authorization before elections;
- In general, to fulfill all duties assigned by the Board or the Assembly.-
In case of absence or temporal inability, the Secretary shall be subrogated by the active member appointed by the Board.-
Article 39.: The duties of the Treasurer shall be the following:
- Collect and receive ordinary, extraordinary and incorporation fees of the members, granting receipts for the given amounts;
- Report periodically to the Board and the Court of Honor about the belated members in their financial obligations to the Corporation;
- Deposit the funds of the Corporation in its deposit or saving accounts, and sign with the President or who appoints the Board checks or withdrawals of money drawn on those accounts;
- Keep the accountability of the institution, in accordance with the accounting principles generally accepted;
- Keep the accountability of the institution;
- Prepare the balance that the Board shall propose annually to the General Assembly;
- Keep up to date the inventory of all assets of the Corporation;
- Inform the Board of the members that are late with their financial obligations to the Corporation;
- In general, to fulfill all duties assigned by the Board or the Assembly.-
In case of absence or temporal incapacity, the Treasurer shall be subrogated by the active member appointed by the Board.-
SECTION 8
ON THE COURT OF HONOUR
Article 40.: There will be an Court of Honour composed of three active members, elected every 2 (two) years at the annual Ordinary General Assembly in the manner and with the requirements established in the Article 27., by which the Corporation shall exercise the power to discipline its members.-
Members of the Court of Honour shall last 2 (two) years in office and may be reelected indefinitely.-
En el cumplimiento de sus funciones el Tribunal sólo podrá aplicar las sanciones que establece el artículo décimo quinto de estos Estatutos, y estará facultado para redactar un Reglamento que fije las normas de procedimiento que fueren necesarias para estos efectos, que deberá ser sometido a la aprobación de la Asamblea General.-
The Court of Honour shall have disciplinary powers over the members of the Corporation, which shall by used under a fair and rational procedure. Carrying out its functions, the Court shall apply only the sanctions provided in Article 15. of these bylaws, and shall be empowered to draft a Regulation laying down the rules of procedure necessary for these effects, which must be submitted for approval of the General Assembly.-
Article 41.: The Court of Honour shall be constituted within 30 (thirty) days following its election, and shall proceed to appoint from among its members a President. The Court shall meet with the absolute majority of its members and agreements shall be adopted by an absolute majority of the members. In case of a tie, it will be decided by the vote of the President.-
All resolutions and decisions of the Tribunal shall be in writing and signed by all members attending that session.-
In case of death, disability, resignation, removal, absence or absolute incapacity of any member of the Court of Honour for his tenure, the Board shall appoint a replacement who will hold office only the remainding time of the original term of the replaced member, which must be an active member of the Corporation. The time of the absence or incapacity shall be three (3) months after the first session to which the member of the Tribunal do not attend.-
SECTION 9
ON THE AMENDMENTS TO THE BYLAWS
Article 42: The amendments to the bylaws may be requested:
- By agreement of the Board, approved by 2/3 (two thirds) of its members;
- By a written request of 25% (twenty five percent) of the active members.-
Article 43.: Amendments of the bylaws shall be agreed at an Extraordinary General Assembly by 2/3 (two thirds) of the attending active members.-
The Assembly should be held with the assistance of a notary or other legally authorized attester, who shall certify the fact to have fulfilled all the formalities established by these statutes for its reform.-
SECTION 10
ON THE DISSOLUTION OF THE CORPORATION
Article 44.: The Corporation may be dissolved voluntarily by agreement of an Extraordinary General Assembly adopted by 2/3 (two thirds) of the attending active members, with the formalities provided for in the preceding article .-
After the voluntary dissolution or the forcible dissolution of the Corporation has been approved, its assets shall pass to the non-profit institution of common good, with legal personality and established in the country, designated by the dissolving General Assembly or determined by the President of the Republic of Chile, where appropriate.-
SECTION 11
TRANSITORY DISPOSITIONS
Article 1. Transitory: The present bylaws shall enter into force immediately upon its approval by an Ordinary General Assembly.-
Article 2. Transitory: During the first 2 (two) years of the Corporation is in force, the age requirement to be Director prescribed in the Article 30 of these bylaws shall not be required.-
Article 3. Transitory: Mr./Mrs. ____________________________ is empowered to proceed to formalize in a public notary in this city, the Act of the Assembly and the approved bylaws.-
It gives broad power to the attorney entitled to exercise the profession, Mr./Mrs. ____________________________ residing at _________________________, to request the competent authority to grant legal status to the Corporation and the adoption of these bylaws is empowered to accept the changes that the President of the Republic or the appropriate bodies deem necessary or desirable to introduce, and in general, to perform all actions that are necessary for the full legalization of the Corporation, with authority to delegate this simple mandate for private instrument.-
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