BYLAWS
Somos Costa Atlántica

ARTICLE I

NAME AND POWERS

SECTION 1.   The name of the organization shall be Somos Costa Atlántica.

SECTION 2.   The powers of the Somos Costa Atlántica shall be vested in the Board of Directors and it membership.  The specific powers and responsibilities of the Board of Directors and membership of the Somos Costa Atlántica shall include, but not limited to, the following:

The vision of the Somos Costa Atlántica is to unite all Costeños inside and outside of Nicaragua.  It shall create a new philosophy based on preservation, self-empowerment, sustainable development and restoration, within the frame of social, economical, and environmental justice.  The corporation will work to improve the quality of life and living standard of the Atlantic Coast of Nicaragua, and by extension, protecting the environment and making the community a better place to live.  In furtherance of that goal, the corporation will develop and support networking inside and outside Nicaragua by implementing and sponsoring programs that seek the economical, cultural, physical and spiritual uplifting of the Atlantic Coast people.  The corporation will develop and implement self-sustainable programs, provide assistance to disadvantaged groups and individuals to improve their living standards in a clean and safe environment.  The corporation will provide Costeños with information about available resources in their communities.  It will educate people on how to develop sustainable projects while preserving, restoring, and maintaining their rainforest and marine life.  The corporation will bring awareness to our friends in America and around the world of the situation of the Nicaraguan Atlantic Coast by sponsoring educational workshops and conferences.  It will also publish a newsletter and other literature in the furtherance of these goals.  It will provide financial aid to, groups, and programs promoting the improvement of quality of life and living standard of these people and the preservation, restoration, and conservation of their environment.

ARTICLE II

OFFICES

SECTION 1.   PRINCIPAL OFFICE.          The principal office of the organization shall be in the City of Castro Valley, County of Alameda, State of California or until a new location is approved by the Board of Directors.

SECTION 2.   OTHER OFFICES.    The organization may also have chapter offices at such other places within or without the State of California or as the Board of Directors may from time to time determine or the activities of the corporation may require.

SECTION 3.   REGISTERED OFFICE.      The registered office of the corporation shall be established and maintained at 20353 Park Way, #29, Castro Valley CA 94546, in Alameda County, State of California or until a new location is approved by the Board of Directors.

ARTICLE III

MEMBERSHIP

SECTION 1.   Application for voting membership shall be open to any individual, nonprofit organization and membership association, that support the purpose statement in Article 1, Section 2, and continuing membership is contingent upon being up-to-date on membership dues.

SECTION 2.   Membership shall be granted upon a majority vote of the Board. The Board of Directors shall have the right to deny, or terminate, the membership of any individual, organization or membership association.

SECTION 3.   Each voting member of Somos Costa Atlántica shall attend the annual meeting. Organizations or membership associations must appoint one voting representative to attend the annual meeting. 

SECTION 4.   The Board shall have the authority to establish and define nonvoting categories of membership.

SECTION 5.   Nonvoting members are any individual, organization, or membership association who in writing has chosen to be nonvoting member that support the purpose statement in Article 1, Section 2, and continuing membership, is contingent upon being up-to-date on membership dues.

ARTICLE IV

MEETINGS OF MEMBERS

SECTION 1.   ANNUAL MEETING.  The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

SECTION 2.   SPECIAL MEETING.  Special meetings may be called by the President, the Executive Board, or a simple majority of the Board of Directors.  A petition signed by ten percent of the voting members may call a special meeting.

SECTION 3.   NOTICE.  Notice of each meeting shall be given to each voting member, electronically or by mail, not less than 7 days before the meeting.

ARTICLE V

 SECTION 1.  BOARD ROLE, SIZE, COMPOSITION.  The Board of Directors is responsible for overall policy and direction of the Organization, and delegates’ responsibility for day-to-day operations to the Executive Director.  The Board of Directors shall have up to seven, and no fewer than three members.  The Board of Directors receives no compensation other than reasonable expenses.

SECTION 2.   MEETINGS.  The Board shall meet at least quarterly, at an agreed upon time and place.

SECTION 3:  BOARD ELECTIONS.  Five executive members of the Board of Directors (President, Vice-President, Treasurer, Secretary, and Vocal) shall be elected by voting representatives of the member organizations.

Up to two Board members shall be elected by the voting members and representatives of member organizations.  One voting representative will be elected in the Nicaraguan Northern Atlantic Autonomous Region (RAAN) and one voting representative will be elected in the Nicaraguan Southern Atlantic Autonomous Region.

SECTION 4:  BOARD DEVELOPMENT COMITTEE.  A Board Development Committee shall be appointed by the Board to represent diverse aspects of the nonprofit community.  The Board Development Committee shall have at least one board member, with the President as an ex-officio committee member.  Committee members shall serve one year terms.  The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development.

SECTION 5.   ELECTION PROCEDURES.  The Board Development Committee shall be responsible for nominating a slate of member representatives equal to one and a half times the number of elected member representatives to be chosen each year, seeking to preserve the diversity and balance necessary to enable Somos Costa Atlántica to provide policy guidance on the broad spectrum of nonprofit issues.  Nominees selected by the Board Development Committee must be member or member representatives of voting member organizations of Somos Costa Atlántica.  The two Member Representative Board positions will be divided into two geographic regions in the Atlantic Coast of Nicaragua defined by the Board.  Only Member Representatives from within a geographic region may be nominated for that region's board vacancy.  All voting members will be eligible to vote for each board candidate.  In addition to the slate of nominees presented by the Board Development Committee, any member representative may become a nominee by obtaining the signature of five percent of the voting members of Somos Costa Atlántica who move his or her nomination.  The election will be held by mail or during the annual meeting in accordance with the election procedures established by the Board of Directors.  Each individual or organization eligible to vote shall receive one ballot, and shall have a number of votes equal to the number of openings to be filled in the particular class of the ballot.  These votes may be cast cumulatively within a class, where there is more than one vacancy.  The nominees receiving the largest number of votes in each class of the ballot in the annual election shall be elected to those full term vacancies which exist.

SECTION 6:  TERMS.  All Board members shall serve three-year terms, but are eligible for re-election unless he or she was found guilty of a violation of any one or combination of the Organization Code of Conduct, Conflict of Interest, Bylaws and/or governmental laws.

SECTION 7.   QUORUM.  A quorum must be attended by more than fifty percent of the Board members before business can be transacted or motions made or passed.

SECTION 8.   NOTICE.  An official Board meeting requires that each Board member have written notice 72 hours in advance.

SECTION 9.   OFFICERS AND DUTIES.  There shall be seven officers of the Board of Directors consisting of a President, a Vice-President, a Secretary, a Treasurer, a Vocal, and two Voting Members Representatives from the RAAN and RAAS.

The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order:  Vice-President, Secretary, Treasurer, RAAN Member Representative, RAAS Member Representative,  Vocal.

The Vice-President will chair committees on special subjects as designated by the board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting.  Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

The Vocal shall substitute an a Director, except the President when the Vice-President is present.  He or she shall assume duties as required by the Board of Directors

The Member Representatives shall represent the interest the voting members of the Nicaraguan Autonomous Regions.  The Member Representatives shall serve as liaisons between the Board of Directors and the Region.

SECTION 10. VACANCIES .  When a vacancy on the Board exists, nominations for new members may be received from present Board members and member organizations by the Secretary two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.  SCA Board Members must live within the geographic area for that board position, unless the duties of the position could be carried out from elsewhere.  All vacancies will be filled only to the end of the particular Board member's term.

SECTION 11. RESIGNATION, TERMINATION AND ABSENCE.  Resignation from the Board of Directors must be in writing and received by the Secretary.  The two Representative Board members must be a voting member or represent a voting member organization.  If a member organization notifies the Board that their representative who serves on the Board no longer represents the member organization, the person is no longer eligible to be one of the two Member Representative Board members.  A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year.  A Board member may be removed for other reasons by a two thirds vote of the remaining directors.

SECTION 12. SPECIAL MEETINGS.  Special meetings of the Board shall be called upon the request of the President or one-third of the Board.  Notices of special meetings shall be sent out by the Secretary to each Board member postmarked 72 hours in advance.

SECTION 13. The Board may set dues schedules for memberships. 

SECTION 15. RESIGNATIONS.     Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Executive Director or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 16. INCREASE IN NUMBER.  The number of directors may be increased by amendment of these bylaws by the affirmative vote of a majority of the directors.

SECTION 17. REMOVAL.   Any director may be removed for cause at any time by the affirmative vote of a majority of the Board of Directors.

ARTICLE VI

COMMITTEES

SECTION 1.   The Board may create committees as needed, such as public relations, advisory committee, director’s education and data collection.  There shall be three standing committees - Executive, Personnel and Finance Committees.  The Board President, with approval of the Board appoints all committee chairs.  Committee chairs must be members of the Board.

SECTION 2.   Five officers serve as the members of the Executive Committee.  The Executive Committee shall review the performance of the Executive Director.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

SECTION 3.   Finance Committee.  The Treasurer is chair of the Finance Committee, which includes three other Board members.  The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members.  The Board must approve the budget, and all expenditures must be within the budget.  Any major change in the budget must be approved by the Board or the Executive Committee.  The fiscal year shall be the calendar year.  Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income.  The financial records of the Council are public information and shall be made available to the membership, Board members and the public.

SECTION 4.   Personnel Committee and Hiring Policy.  The Board as a whole is responsible for hiring the Executive Director.  The Executive Director is responsible for hiring and supervising other staff.  The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy.

            ARTICLE VII

DIRECTOR AND STAFF

SECTION 1    EXECUTIVE DIRECTOR.  The Executive Director is hired by the Board.  The Executive Director has day-to-day responsibility for the Organization, including carrying out the Organization's goals and Board policy.  The Executive Director will attend all Board meetings, report on the progress of the Organization, answer questions of Board members and carry out the duties described in the job description.  The Board can designate other duties as necessary.

ARTICLE VIII

PROHIBITION OF DIVIDENDS

SECTION 1.   PROHIBITION OF DIVIDENDS.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Certificate of Incorporation

ARTICLE IX

DISSOLUTION

SECTION1.  DISSOLUTION.  Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 ( or the corresponding provisions of any future United States Law) as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X

CORPORATE SEAL

SECTION 1.   SEAL. The corporate seal shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL – Somos Costa Atlántica ”  Said seal may be used by causing it, mail, email, or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE XI

FISCAL YEAR

SECTION 1.   FISCAL YEAR.         The fiscal year of the corporation shall begin in the month of January and end in the month of December.

ARTICLE XII

EXECUTION OF CORPORATION INSTRUMENTS

SECTION 1.   INSTRUMENTS.      All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by any two signatures of the President, Vice-President, and/or Treasurer.  The Board may from time to time change this by a majority vote.

ARTICLE XIII

NOTICE AND WAIVER OF NOTICE

SECTION 1.   NOTICE.        Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by deposing the same in the United States mail, postage prepaid, addressed to the person entitled or emailed thereto at his or her address as it appears on the record of the corporation, and such notice shall be deemed to have been given on the day of such mailing.

SECTION 2.   WAIVER OF NOTICE.        Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the thereof in writing or electronic media, signed by the persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE XIV

ENABLING CLAUSE

SECTION1.    AMENDMENTS.      These Bylaws may be altered and repealed and By-laws may be revoked at any regular meeting of the Board of Directors or any special meeting thereof.  Two Third (2/3) of the entire Board of Directors is required to alter, amend, or revoke these Bylaws.

With the signatures of the following members of the Board of Directors, these by-laws are hereby Ammended in the city of Castro Valley. County of Alameda, State of California, on the 15^th of January of 2008.

Gonzalo Gradiz, President                                                         Joseph Smith, Vice-President   

Fernando Budier, Treasurer

ARTICULO I
NOMBRE Y PODERES

SECCION 2.  Membresia será otorgado después del voto mayoritario de la Mesa Directiva. La Mesa Directiva tendrá el derecho de negar o poner fin a, la membresía de cualquier individuo, organización sin fines de lucro u organización gremial.

SECCION 4.  La Mesa Directiva tendrá la autoridad para establecer y definir categorias no votante de membresia.

SECCION 1.  REUNION ANUAL.  La fecha de la reunión anual será decidido por la Mesa Directiva quien también decidirá la hora y lugar.

SECCION 3.  AVISO.  Aviso de cada reunion será entregado a cada miembro votante, electrónicamente, por corréo o personalmente, no menos de 7 días antes de la reunión.

SECCION 11.            RENUNCIA, RETIRO INVOLUNTARIO, Y AUSENCIA.  Renuncia de la Mesa Directiva deberá ser por escrito y recibido por el ó la Secretaria.  Los dos miembros representantes de la Mesa Directiva deberán ser miembros votantes ó representar una organización miembro.  Si una organización miembro avisa a la Mesa Directiva que su representante quien es parte de la Mesa Directiva ya no representa a la organización miembro, la persona ya no será elegible a ser uno de dos Miembros Representantes de la Mesa Directiva.  Un miembro de la Mesa Directiva será removido de la Mesa Directiva por exceso de ausencias si tiene tres ausencias injustificadas de las reuniones de la Mesa Directiva en un año.  Un miembro de la Mesa Directiva podrá ser removido por otras rezones por el voto de dos tercios de los Directores restantes. 

SECCION 3.  Comité Financiero.  El Tesorero es el Moderador del Comité Financiero, que incluirá otros tres miembros de la Mesa Directiva.  El Comité Financiero es responsible por el desarrollo y la revision de procedimientos fiscals, plan de recaudación financiero y presupuesto anual con empleados y otros miembros de la Mesa Directiva.  La Mesa Directiva deberá aprobar el presupuestos y todo gasto deberá mantenerse sujeto al presupuestos.  Cualquier cambio mayor al presupuesto deberá ser aprobado por la Mesa Directiva ó el Comité Ejecutivo.  El año fiscal será el año calendario.  Los Reportes trimestrales son obligatorios a la Mesa Directiva demostrando ingreso, egresos e ingresos pendientes.  El archivo financiero de la organización es público y será disponibles a la membresía, miembros de la Mesa Directiva y el público.