Constitution of "Sosua Kids - Non Profit Association For Children in Sosua"

Notice; this translation into English of the Spanish language constitution has been provided by some supporters of Sosua Kids solely for the information and guidance of other members and supporters who do not read Spanish. It is not a word for word literal translation of the Spanish original and it has no legal status. For all formal and legal purposes the Spanish language version applies.

Note: In this published version of our Constitution individual’s identity numbers (passport or identity card) and personal addresses have been omitted in order to protect privacy and reduce the opportunity for identity theft.
Those who subscribe;

 

 
a) Mrs. KAREN LEE CONQUERGOOD, a Canadian citizen, adult, single, teacher, bearer of the Certificate of identity ...

 

b) Mrs. BARBARA LEE ANDERSEN, a Canadian citizen, adult, married to LINDEN LEE ANDERSEN, retired, bearer of the Certificate of identity....

c) Mrs. JANEY (JANET) MIRIAM WILLIAMS, an American citizen, adult, single, employed, bearer of the Certificate of identity...

 
d) Mr. LINDEN LEE ANDERSEN, a Canadian citizen, of legal age, married to with BARBARA LEE ANDERSEN, retired, bearer of the Certificate of identity....

e) Mr. DAVID IAN AUFFRET, British, adult, married,
aircraft engineer, bearer of the Certificate of identity...

f) Mrs. JENNIFER ANN PAULGER, a British national, of age, married to JOHN BOSWORTH, bearer of the Certificate of identity...

 
g) Mr. JOHN RICHARD BROOKE BOSWORTH, British, adult, married to JENNIFER ANN PAULGER, bearer of the Certificate of identity...

 

Have resolved to constitute, as the effect are by this act, a partnership with non-profit, governed by Law No. 122-05 of 8 April 2005, and the provisions contained in the following statutes:

FIRST TITLE

 

Training - Name - Purpose - Address – Duration;

 

Article 1 - Training - This Association shall consist of the founders who signed this act and others who enter the same in accordance with the rules established in these Statutes and governed in accordance with Law No. 122-05, 8 April 2005 and as provided in these Bylaws.

Article 2 - Name and Seal - The Association shall be called “Sosua Kids – Non-profit Association for Children of Sosua”. Will have a stamp with inscription of the name, which is registered in the National Property Bureau industrial (ONAPI) under No. 266,235 issued on 9 February of 2009 in accordance to a photocopy of the Certificate, which is attached to these statutes.

Article 3 - Address - The domicile of the Association is established in 1 Nicaragua Street, Residential Playa Chiquita, of this city and municipality of Sosua, Province Puerto Plata, Dominican Republic and may be transferred to any other site on the Territory Dominican Republic National by simple majority decision taken by members duly convened, present or represented at the General Assembly.

Article 4 - Mission - The mission of the Association is a non-profit partner to give and provide education, livelihood and support for children and adolescents of less power economically, population of Sosua and its surrounding villages.

Article 5 - Objectives - The objective is to raise funds in cash and in kind and through donations, raffles, events, buy and sell property in order to make the specific objectives, including but not limited to;
a) Provide uniforms and school supplies to children and adolescents, who otherwise could not get them to achieve this so that those children and adolescents can attend classes in public schools.
b) Provide financial assistance to adolescents and youth, who obtained his bachelor and attend classes at the universities operated in the Dominican Republic.
c) Provide financial assistance to selected schools for projects that they perform approved by the board of the Association.
d) Collecting donations in kind being school supplies or other property and distribute them to persons or institutions in need.
e) To administer funds from partner associations to ensure that these funds are distributed in the manner sought by partners and in accordance with the mission of this Association.
f) Coordination of activities and events for children and adolescents with public and private institutions.
g) Encourage the spirit of good fellowship among residents,
children and adolescents of Sosua and surrounding areas.
h) Ensuring the proper management of resources for programs that promote the material, environmental or intellectual development of children and adolecence of Sosua be they in public or private institutions.
i) To foster relationships with government institutions, NGOs,
institutional organizations and foreign governments with common objectives to those of the Association.
j) In general, perform any other activities with similar aims to those set out in these Bylaws, as the list of this article is not exhaustive, leaving provided, however, that the Association shall not undertake any activity that contradicts its non-profit association character.
k) To issue internal regulations that are necessary to supplement the present Statutes.
l) Cooperate in the defence of the interests of its members and perform the necessary functions for the proper performance of its mission.

Article 6 - Time - The duration of the Association is unlimited. It may dissolve itself in the manner and conditions noted below in these statutes.

SECOND TITLE
Members;

Article 7 - Quality of members - The members of the Association are considered to be those People who attend and participate in the Assembly for the purpose of approving the Statutes as well as those who subsequently agree to the rules determined by the Statutes.

Article 8 - Requirements for membership - Membership shall be open only to private individuals or corporate entities which engage actively in the work of the Association and actively promote its mission and objectives after completing the conditions or requirements in the following articles of these Statutes.

Article 9 - Admission - A person interested in membership of this Association should speak to one of its directors, who will consult with the other members and they will take a decision on admission by a simple majority of the members duly called present or represented at the next General Assembly. The decision concerning the admission of the new member shall in no case take into account the age, race, religion or sex of the applicant but simply that the person concerned to be Member must:
a) Show interest in joining the Association.
b) Subscribe accession to the Statutes of the Association and its
resolutions adopted by the Board and General Assembly of the
c) Pay the admission fee as determined by the General Assembly.
Paragraph: Exceptionally, the General Assembly may appoint as honorary members without having to comply with the requirements for admission persons who are distinguished for their contributions to the Association or the municipal or national community.

Article 10 - Loss of membership - You lose the membership of the
Association through:
a) death or having been sentenced to prison understanding that in the latter case the member may regain his/her former condition
after serving the sentence, upon application to the Board.
b) Resignation to the President, which must be accepted by him/her.
c) In case of corporate entities its dissolution.
d) Violation of these statutes or laws of the Dominican Republic, as
determined by the Board and the General Assembly.
e) Inactivity on events and activities conducted by and through the association.
Paragraph: In cases provided in d) and e), the Board shall notify the member whose expulsion is being considered, the allegations against him/her with at least ten (10) working days before the session of the General Assembly which will take the final decision on the expulsion motion supported by the Board.

THIRD TITLE
Rights and Duties of Members;

Article 11 - Duties of Members - The duties of the member or members of the Association:
a) to comply faithfully with these statutes, regulations, rulings issued by the General Assembly and the Board.
b) To contribute with other members of the Association, to ensure faithful compliance with the objectives thereof and of this Statute.
c) To attend promptly the General Assembly sessions, the Board and the commissions when they are part of them.
d) Timely payment of ordinary and extraordinary fees.
Para: Membership entails full support to the Statutes of the association, its regulations and decisions adopted by the Board and the General Assembly of Members. All the founding members of this association are obliged to obey and comply fully with the provisions of these statutes, which also will apply to those that in the future will become part of it by any title or
means recognized in law.

Article 12 - Disposal of Social Funds - The funds will be used
pay expenses as are strictly necessary for the purposes
ensuring the smooth running of the Association.

Article 13 - Rights of Members - The rights of all
members of the ASSOCIATION, regardless of sex, age, race and religion:
a) To participate in the discussions of the Assemblies with the right to speak and vote.
b) To enjoy all the benefits that the association can create.
c) To elect and be elected.
d) To participate in all events, meetings and other activities promoted by the Association.
e) To serve with punctuality and diligence all functions and committees for which they are elected or appointed.
f) Develop plans and projects that can be submitted for consideration of the Association.
g) Submit to the Board and General Assembly, complaints of violations committed by any member or manager in the exercise of its functions, which will adversely affect the Association.
h) To receive information on the management of material, human and economic resources, made by the Board or any member of the Association.
i) Receive legal and moral support against any kind of aggression or injustice, provided that it is verified that it took place during his/her performance in defending the interests of the Association.
Paragraph: Only active members may exercise these rights. The activity of shall be checked annually in the General Assembly of the Association.

FOURTH TITLE
Management and Administration;

Article 14 - Superior Body – The Boards and General Assemblies of Members constitute the highest authority of the Association.

Article 15 - Management and Administration Bodies - The management and administration of the association will be responsible for General Assembly the Board and its members.

Article 16 - Constitution of General Assemblies - The General Assemblies are constituted by the meeting of Association members in number and by the formalities set out in these Bylaws.

Article 17 - Quorum. - The General Assemblies shall be constituted valid with the presence of half plus one (simple majority) of the Members of the Association. The Assembly may not take any decision unless it has a quorum within two (2) hours following time for which it was convened. If the quorum is not obtained within that period, the assembly will be postponed automatically without notice for the next week, the same place, same time and day of the week. If the necessary quorum does not attend the next week, within two (2) hours of the scheduled time, the assembly will take place with the presence of those present, no matter how many members of the Association are present or duly represented.

Article 18 - Participation of Members - Each member shall be entitled to participate and vote in all sessions of the General Assemblies, (ordinary or extraordinary) whether personally or through an agent who may or may not be a member; if he or she is a member, just a simple note, either by letter, fax or email is sufficient, while if he/she is not a Member notification shall be provided by a written power with notarised signatures of a Public Notary. Each Member shall have one (1) vote.

Article 19 - Directive - The board of General Assemblies shall consist of a President and a Secretary. The chairmanship corresponds automatically to the President of The Board, in his/her absence, the Vice President. In the absence of both, the Board will
be chaired by the oldest Member present. The Secretary of the Board of shall act as Secretary of the Assembly; in his/her absence, the President of the Assembly shall appoint a Secretary Ad-Hoc.

Article 20 - Minutes - The Secretary of the Assembly shall prepare the minutes of the meeting of the Assembly General. The minutes shall be signed by the Secretary and the President of the Board and two (2) at least of the members attending the Assembly. Copies of such records or extracts shall be given credence when signed by the President and the Secretary of the Board.

Article 21 – Types of General Assemblies - The General Assembly shall be Ordinary or Extraordinary General Assemblies.

Article 22 - Ordinary General Assemblies - The Ordinary General Assemblies held, without notice, every year, the Saturday before Good Friday at nine o'clock (9:00 AM) in the morning at the home of the Association. If not made on that date it shall be convened by the Board. The notice will be made by telegram, fax, email, circular or letter twenty (20) calendar days at least before the date of the meeting. The notice will indicate in a summary but accurate way its object and the date, time and place where the meeting of the Assembly will be held. Each Assembly shall be validly held without notice of time or place if all members are present or adequately represented.

Article 23 - Powers of Ordinary General Assemblies. - The responsibilities of Regular Assemblies:
a) Elect the members of the Board.
b) Understand the annual report to be submitted that day the outgoing Board and adopt, modify or reject it.
c) Understand the annual report to be submitted that day by the Treasurer.

 

d) Issue the rules of the Association and modify them where necessary
e) To hear and rule on any other matter which is not the responsibility of the Extraordinary Assemblies are submitted which are submitted by the Board or by a quarter of the membership.
f) Conduct any act, function or matter not specifically assigned by these Statutes or by the law or the extraordinary general meeting.
g) To give the Board the necessary authority in each case when the powers that are allocated are insufficient.
h) Receive the annual report which must be issued by the Board on the activities of the association and by the Treasurer on the descriptive state of the revenues and expenditures; to accept and approve, reject or make observations that may be applicable.
i) Resolve all issues relating to interpretation of these statutes.
j) Authorize the application for incorporation of the association in accordance with the Law
k) To decide on the admission, discharge, revocation, surrender, suspension or replacement of their members.

 

 

PARAGRAPH: All decisions are taken by simple majority, more than half one of the votes of members present or represented.

 

 

Article 24 - Extraordinary General Meetings - Extraordinary General Assemblies will be held at the home of the Association or any other place indicated in the notice. They shall be convened by the Board. The notices will be made by telegram, fax, email, circular or letter ten (10) days at least before the date of the meeting. The notices indicate in a brief but precise manner the object, date, time and place where the meeting of the assembly will be held. Every Assembly shall be validly held without notice of time or place if all members are present or duly represented.

 

 
Article 25 - Powers of Extraordinary Assemblies - The responsibilities of Extraordinary Assemblies:
a) To consider changes to these statutes.
b) To consider the dissolution and liquidation of the Partnership.
PARAGRAPH: All decisions of the Extraordinary Assemblies shall require a majority of three quarters (3 / 4) of the votes of members present or represented.
Article 26 - Majority Voting Form - All decisions of the Assemblies ordinary and extraordinary are adopted by a majority vote of the membership concurring, personally or by proxy. In case of a tie, the vote of the Chairman of the Board shall be decisive. The members express their vote by raising hands when the proposal is put or by secret ballot if requested by Members representing at least a tenth of those present.

FIFTH TITLE
Board;

 

Article 27 - Composition - Term Appointment Vacancies. - The Board shall consist of Seven (7) members appointed for a term of four (4) years by the General Assembly. There will be a President, a Vice President, a Secretary, a Treasurer and three ordinary members. Members of the Board shall hold office until they have been replaced. Such officers may be re-elected for a second consecutive term, but can not run for a third consecutive term. However, after leaving and spent at least a period out of office, they can run and be elected again. In no case can the election be life long. Such officers shall;

 

a) be a Member of Association,

c) be in full possession of civil rights,

d) not be susceptible to any of the grounds of incompatibility in the laws and these statutes and

e) not be disqualified from exercising such posts. When through death, resignation, revocation, disqualification or any other reason a vacancy arises on the board, the Ordinary General Assembly shall appoint a new member for the remainder of the period for which the out going member was appointed.

Para l; The First Board of Directors, designated by statute and without a additional or independent constituent assembly, shall remain in office since the founding of Association until the Annual General Assembly in 2013 designated substitutes are; PRESIDENT: KAREN LEE CONQUERGOOD
VICE PRESIDENT: BARBARA LEE ANDERSEN
SECRETARY: JENNIFER ANN PAULGER
TREASURER: JANEY (JANET) MIRIAM WILLIAMS
FIRST MEMBER: LINDEN LEE ANDERSEN
SECOND MEMBER: DAVID IAN AUFFRET
THIRD MEMBER: JOHN RICHARD BROOKE BOSWORTH
 
Article 28 – Meetings/Minutes - Meetings of the Board take place when ever necessary under invitation extended by the President or by two members any of the Board through circular or delivered at the residence of the Board with not less then five (5) calendar days in advance. The meetings of the Board shall be held at the place, date and time indicated in the notice. Members of the Board may attend the meeting personally or by proxy provided with a power of attorney. There will be a quorum at the meeting when at least five (5) of its members are present. Decisions will be made by an affirmative vote of at least three (3) or more than half the members present or represented by the Board. In case of a tied the vote the President shall be decisive. There shall be minutes of each meeting. All members present shall sign the minutes. Copies or extracts of the decisions of the Board shall be confirmed when signed by the President and Secretary of the Board.

Article 29 - Remuneration of Board Members - The functions of the members of the Board of Directors are free.

Article 30 - Powers - The Board represents the Association in both its internal life and in its external life, both against members and against third parties. It is vested with more extensive powers to act on behalf of the Association and carry out and authorise all acts useful for the purposes of the Association, except those expressly reserved by these statutes to the General Assembly or specific officials of the Board. It may delegate to one or more of its members, all or part of its powers under the conditions deemed appropriate. In addition to the powers conferred by other articles of these statutes and without the following list being regarded as restricting their powers, the Board shall have the following powers:
a) Maintain a register of members of the Association.
b) Establish priorities for projects to be undertaken.
c) Arrange for opening and operating accounts in banks and other
institutions, and leasing safes, write checks and make withdrawals.
d) Initiate claims or represent the Association with the approval of the General Meeting.
e) Make use of funds received and authorise the investment or the costs thereof.

SIXTH TITLE
Officials;

Article 31 - The President - The President is the representative of the Association for both legal and social events. The President shall have the following duties;
a) Represent the Association in justice, whether as plaintiff or defendant.
b) Chair the Board and General Meetings.
c) Seek the incorporation of the Association to acquire legal personality.
d) Convene the Assembly and meetings of the Board.
e) Develop the agendas of the Assemblies and meetings of the Board.
f) To sign contracts and all documents necessary or expedient for the purposes of the
Association, approved by the Board or the General Assembly.
g) To sign the minutes of the Assemblies and meetings of the Board.
h) Implement the decisions of the Board and General Meetings.

Article 32 - The Vice-President - The duties of the Vice-President;
a) Replace the President in his/her absence, resignation or any other impediment.
b) Any other duty as may be prescribed by the Board or by the Assembly General.

Article 33 - The Secretary - The duties of the Secretary are;
a) prepare and certify the minutes of the Board and General Meetings.
b) keep a record that records the names, surnames, occupation and addresses of Members as well as the date of their entry and departure of the Association.
c) Preparing and dispatching mail.

Article 34 - The Treasurer - The duties of the Treasurer are;
a) receive the funds in cash and in kind and give receipts for them.
b) sign bank drafts, together with the President of the Board.

 

c) maintain proper accounts which will include all revenues and expenditures of the Association, with precise indication of the origin of the first and the investment of second as well as an inventory in which is recorded all movable and fixed property.
d) submit a quarterly report to the Board and an annual report to the General Assembly.
e) any other assignment as may be prescribed by the Board or the General Assembly

Article 35 – The Ordinary Members - The duties of the Ordinary Members are;
a) attend meetings of the Board and discuss and vote on them.
b) replace, in the order they were chosen (First Member, Second Member and Third Member) any Member of the Board, except the President.
c) Any other assignment as may be prescribed by the Board or the General Assembly
 

 

SEVENTH TITLE
Diverse dispositions;

Article 36 - Responsibility of Members - Neither officials nor the Board Members acquire, because of their management, any personal or joint liability concerning commitments of the Association. However, the officials of the Association or the Board that take any act or commitments for the Association without authorisation by the Statutes shall be personally responsible, not only for the act but for the damage and harm it may cause. Members of the Board who vote against acquire no responsibility.

Article 37 - Dissolution and Liquidation. - Law No. 122-05 on Regulation and Development of Non-profit Associations shall govern the liquidation and dissolution of the Association. The
Special Assembly which agrees on the dissolution, which must be for failure to obtain funds or lack of interest and activity of members, should count votes representing at least three-fourths (3 / 4) parts of the existing members. Funds of the association, if any, at such a time will be spent on any activity in agreement with the overall mission of the Association.

EIGHTH TITLE
Transitory Provisions;

Article 38 - Incorporation Authorisation - The President of the Board is responsible for carrying out the formalities that are necessary for the incorporation of this Association, being able to make requests, applications, publications, deposits and disbursements of place.

 

 
Article 39 - Final Constitution of the Association - The Association shall be definitively constituted once the Attorney General of the Court of Appeals for the Judicial Department of Puerto Plata has issued the registration of incorporation and the disclosure requirements set the Paragraph I and II of Article 5 of Law 122-05 have been met.

  

 

DONE AND SIGNED in Nicaragua Street, house S / N, Residential Playa Chiquita, in this City and Municipality of Sosua, Province of Puerto Plata, Dominican Republic, on the fourteenth (14) day of July two thousand and nine (2009). Signed by;

 

PRESIDENT: KAREN LEE CONQUERGOOD                              VICE PRESIDENT: BARBARA LEE ANDERSEN
SECRETARY: JENNIFER ANN PAULG
TREASURER: JANEY (JANET) MIRIAM WILLIAMS
FIRST MEMBER: LINDEN LEE ANDERSEN
SECOND MEMBER: DAVID IAN AUFFRET
THIRD MEMBER: JOHN RICHARD BROOKE BOSWORTH

 

I, DR. PEDRO MESSON MENA, Public Notary of the number for the Municipality of Sosua, with constitution No. 6278, and my Professional Office in Building ERICK HAUSER Block C, Apartment No. 26, Second Floor, El Batey, Sosua, CERTIFY AND ATTEST, that the stamp and signature above was done freely and voluntarily in my presence by;

BARBARA LEE ANDERSEN,

JENNIFER ANN PAULGER,

JOHN RICHARD BROOKE BOSWORTH,

DAVID IAN AUFFRET.

general qualities that are reflected in this act, who have declared that this is the signature that they used in their public and private actions. In the City and Municipality of Sosua, Puerto Plata Province, Dominican Republic, the fourteen (14) day of July, two thousand and nine (2009)

 
DR PEDRO MENA MESSON
Notary - Public