STATUTESApproved on the Assembly celebrated on April 12th, 1999 on the city of La Paz, capital of the state of Baja California Sur, in the Deed number 10785, Volume number 250 on the twenty eighth day of the month of May of the year nineteen ninety nine. The Attorney at law OSCAR ELEAZAR AMADOR SOTO, Public Notary Number Nine in the state, with practice and residence in the county of La Paz, CERTIFIES through the present instrument the CREATION OF THE CIVIL ASSOCIATION called “MEXICAN ASSOCIATION OF REAL ESTATE PROFESSIONALS OF LA PAZ” by CARLOS HUMBERTO BUCHELI Y DERAT, RICARDO NICOLAS PEREZ RAZURA, CARLOS FRANCISCO ESTRADA TALAMANTES, CARLOS MARIO GUTIERREZ LLERANDI, BLANCA ALICIA HERRERA ESPINOSA AND ALDO SALATO MARINI according to the following recitals and clauses:
R E C I T A L S :
I. It is explained by the people who appear before me that in order to create the above mentioned association it was requested and obtained from the Foreign Affairs Ministry the necessary license number two hundred seventy six granted in the city of La Paz and dated April twelfth nineteen ninety nine same which I, testify to have it in sight leaving a copy of such instrument and the original in the appendix under this deed´s number marked with the letter “A”, I proceed now to the literal rewriting of the document above mentioned “…(above left margin with national stamp it reads Foreign Affairs Minister’s office Mexico)- (in the center).- Permit 000276 – file 9903000276.- Page 0469.- In response to the request brought forth by CARLOS FRANCISCO ESTRADA TALAMANTES, this office grants license to create a civil association under the name MEXICAN ASSOCIATION OF REAL ESTATE PROFESSIONALS OF LA PAZ CIVIL ASSOCIATION.- This permit is granted under the condition that, once the regulations of the association created are established, these include a clause to exclude foreigners or the agreement of fraction 1 article 27 of the Constitution according to what is established in articles 15 of the Foreign Investing Law and article 14 of the Regulations of Foreign Investing Law and National Registry of Foreign Investing. The party interested shall advise this Foreign Affairs office of the use of this license during a period no longer than six months from the date it is issued, according to what is established in article 18 of the Regulation of Foreign Investing Law and the National Registry of Foreign Investing.
All the above is granted in accordance to articles: 27 fraction 1 of the Constitution of United States of Mexico; 28 fraction V of the Law of Federal Public Administration; 15 of the Foreign Investing Law; 13, 14 and 18 of the Regulation of Foreign Investing and the National Registry of Foreign Investing. This permit will be voided if the party interested fails, in a period longer than ninety working days, to provide before Public Notary the instrument through which the creation of the association is carried out according to what is established in article 17 of the Regulation of Foreign Investing and the National Registry of Foreign Investing; in the same manner it is granted without prejudice to what is established in article 91 of the Law of Industrial Property. LA PAZ B.C.S. April 12th, 1999.- The Minister of Foreign Affairs.- County of La Paz B.C.S.- “Effective suffrage no re-election”.- Illegible signature by Foreign Affairs Minister´s representative M. GABRIELA VIVEROS CADENA- PA-1.- 10555…”II.- The people who appear before me herein create through the following instrument a Civil Association same which will be governed by the following rules and regulations as well as those from the current civil code.
S T A T U T E S :
DENOMINATION
Article 1st.-
The denomination of the Association is “MEXICAN ASSOCIATION OF REAL ESTATE PROFESSIONALS OF LA PAZ” and when referred to it such or its abbreviated form “AMPI-LA PAZ” can be used as long as the words “Civil Association” or its abbreviation “A.C.” follows.LOCATION
Article 2nd.-
The location of the Association is in La Paz, county of La Paz, state of Baja California Sur and the establishment of conventional domiciles throughout the country of Mexico is permissible.DURATION
Article 3rd.-
The duration of the association is NINETY NINE YEARS from the date of signing of the present instrument.OBJECT
Article 4th.-
The OBJECT of the Association will be:a).- To group of Real Estate professionals in their varied and respective special fields such as Professional Real State Administrators, Professional Real Estate Agents, Professional Real Estate Consultants, Professional Real Estate Appraiser, Credit consultants, Professional Brokers and Professional Advertisers;
b).- To encourage professional improvement;
c).- To oversee professional exercise with the purpose of maintaining it on the highest possible ethical level;
d).- To encourage the making of laws and regulations and the reforms of existing ones in order to protect and promote the exercise of the real estate professional development;
e).- To suggest professional fees for the exercise of the real estate field once these are established oversee they are observed and updated ;
f).- Oversee that people working in the field are correctly and on time paid for their work;
g).- Serve as mediator between parties when conflicts among its members arises so long as these members agree to submit to the association serving in as such;
h).- Grant assistance to public authorities serving as a consultant group in problems related to the real estate field and activity as well as to speak on behalf of its members to the authorities in regards to the professional exercise of the real estate business;
i).- Represent its members in all matters of common interest that are related to the presentation of the general services they offer;
j).- To jointly promote at a national and international level the area in general and the associates in particular;
k).- To intervene in all aspects and events which in general benefit the associates;
l).- To promote before governmental authorities tasks necessary for the improvement of the real estate activity and the established community in the area and collaborate with them in events which would require it;
m).- To assist the associates in the solution of general or particular problems derived from the authorities or from the law related all to their activity;
n).- To try to resolve in a friendly matter any problem or difference that could exist among the associates related to their activity;
o).- To acquire, alienate, take, and grant the use for any title allowed by real estate law which would be necessary for the development of the social purpose of the association as well as its lending and sub-lending; and
p).- In general all activities that are not contrary to Mexican laws and the regulations of the respective authorities which would be necessary for the fulfillment of its purpose.
N A T I O N A L I T Y:
Article 5th.-
Current and future associates with a foreign (not Mexican) nationality are formally obligated with the office of Foreign Affairs to be considered Nationals in regards to the following:I.- The rights acquired in the Association;
II.- Goods, rights, concessions, participations and interests belonging to the Association;
III.- Rights and Obligations derived from the contracts acquired by the Association and in this event not to claim the protection of their own governments in which case they give up the benefit from the Nation to any of the rights and goods which they could have acquired.
TOTALITY OF ASSOCIATION´S ASSETS:
Article 6th.-
The Association´s assets will be constituted by:I.- The ordinary and extraordinary fees from its associates.
II.- The contributions, legacies, subsidy, donations, and all types of financial resources which could come from the associates, people in general, institutions, and corporations.
III.- With the goods and property which could be acquired through the transfer of rights; and
IV.- In general with the product from investing, exhibitions, festivals and other activities which could be organized as well as any other income legally obtained.
Article 7th.-
The association´s assets are subject to the fulfillment by the Association of its purposes for which it was created, not being allowed to deviate from them.
The board will set the amount of ordinary fees and admission of associates.
The extraordinary fees will be approved by the General Assembly.
ABOUT THE ASSOCIATES:
Article 8th.-
The associates will be founders, active, affiliate, honorary, supporter and sponsors.Article 9th.-
Founder Associates are those who participated in the creation of the AssociationArticle 10th.-
Active Associates are those who register to be part of the association, fulfilling all requirements established by the requirements.Article 11th.-
Affiliate Associates, Honorary Associates, supporters or sponsors are those who participate in specific activities or sporadic ones in which they support the association and assist in the achieving of its goals. They have the right to voice their opinions but may not vote, nor should they become members of the board.Article 12th.-
The following are the requirements to become an active member:a).- Be part of the real estate activity.
b).- Fill out the respective registration form personally.
c).- Be approved to be part of the association by the Assembly of associates.
d).- Take formal oath to fulfill all regulations and disciplinary rules and cover the admission fee set by the Board.
Article 13th.-
The rights of the associates are the following:a).- To have a voice and vote;
b).- To choose and be chosen for any public office within the association;
c).- Take care and show that the resources of the Association are being used to fulfill its purposes;
d).- To present to the Assembly and/or the board suggestions which would help improve the services rendered by the Association;
e).- To promote convenient reforms to the acts of the General Assembly and the regulations of the Association;f).- To request the intervention of the Association in cases where its support or cooperation is needed; and
g).- To obtain the certificate which identifies him/her as an active member.
Article 14th.-
The following are duties of the associates:a).- To attend the meetings, civic and social events promoted by the Association;
b).- Cooperate in a moral, material and/or intellectual manner to the achievement of the purposes of the association;
c).- To yield the prestige and progress of the association;
d).- To carry out in an efficient manner and with the highest moral standards the tasks for which they were chosen;
e).- Faithfully fulfill all agreements adopted by the General Assembly and the board as well as perform and carry out the duties assigned;
f).- Pay ordinary fees and extraordinary feed set by the Assembly on time;
g).- Let the Board know of any changes of address and/or activities when this happens and provide the information requested to them by the Association; and
h).- Any other resulting from the regulations and agreements of the Assembly.
Article 15th.-
The associate will cease to be a member through:
I.- Written notice by associate which is accepted by the board of Directors.II.- A decision by the General Assembly when and if the associate fails to perform any of his/her obligations.
THE BODIES OF THE ASSOCIATION:
Article 16th.-
The following are considered the bodies of the Association:I.- The General Assembly of the Associates;
II.- The Board of Directors or the President;
III.- Special Committees;
IV.- Vigilance Committee.
ABOUT THE GENERAL ASSEMBLY OF THE ASSOCIATES:
Article 17th.-
The highest authority of the Association resides on the General Assembly of the Associates same which may be ordinary or extraordinary.Article 18th.-
The Association will carry out General Assemblies at least once a year and as many times as the board considers it convenient or when it is requested by at least five percent (5%) of the associates.Article 19th.-
The announcements of General Assemblies containing the order of business of the day shall be sent to each member’s domicile through mail or, if decided by the board, shall be published in one newspaper of the city of La Paz at least eight days before the scheduled date of the meeting. The announcement for extraordinary Assemblies shall be made with a minimum of two days prior to the scheduled date of the Assembly and in the same manner as described above.Article 20th.-
The Ordinary General Assembly will be legally in session with the assistance of a minimum of fifty percent (50%) after the first notice. When it is a second notice the Assemblies will be legally in session with any number of associates gathered. The resolutions to the assemblies will be decided by a count of simple votes.Article 21st.-
The General Assembly Extraordinary will meet to modify the rules approve and modify the respective regulations and to adopt any important decision different from those made at the General Ordinary Assembly. The approval and corresponding modification will require a seventy five percent (75%) approval of the attending associates.Article 22nd.-
The General Assembly will have the following powers:a).- To create the general policies of the Association;
b).- To resolve the admission and separation of the associates;
c).- To approve or reject the treasure´s report;
d).- To impose sanctions on members according to the regulations;
e).- To take oath of board members;
f).- To elect by direct vote members of the board and committees and ratify them in their position;
g).- To approve and reform the regulations of the Association;
h).- To approve and establish permanent or temporary positions necessary to achieve the objectives and purposes set forth;
i).- To know the reports given by Honor and Vigilance committees in the event that there are any as well as dictate the agreements which proceed from these reports;
j).- To discuss reports, work plans and activities which should be presented by the Board;
k).- To know and resolve all matters related to the fulfillment or lack thereof the main objectives of the Association.
The General Assemblies will be presided by President, Vice President and Secretary of the Board, in the event that neither of these members are present the Assembly will designate a member to preside over the meeting.
Article 23rd.-
The Secretary of the board shall act as Secretary of the General Assembly; In his absence the Assembly will designate a member to serve as such.Article 24th.-
The written record from the meetings of the General Assemblies, after being approved on the same event or in a following one will be noted in the respective book and signed by the President. In the absence of the President, they will be signed by the Vice President jointly with the secretary of the Assembly, the written records of the extraordinary General Assemblies in which the modifications of regulations are made shall be presented before a Public Notary and registered in the Public Registry.THE BOARD
Article 25th.-
The leadership of the association is carried out by the Board formed by:a).- President.
b).- Vice President.
c).- Secretary.
d).- Treasurer.
e).- Six board committee members.Article 26th.-
The President or in any event the Board has the representation, leadership, and general administration responsibilities of the Association and in order to fully be able to perform these duties A GENERAL AND WIDE POWER SUFFICIENT FOR DISPUTES, DEBT COLLECTION, ADMINISTRATIVE TASKS AND ACTS OF DOMINIUM IS HEREIN GRANTED under the terms of article two thousand five hundred and fifty four of the current civil code of the state, including all power required for in Special Clause, utilizing also a Power to subscribe any type of Deed of Credit under the terms of article nine of the General Law of Deeds and Credit Transactions, to grant General or Special Powers, revoke them, substitute and name delegates for the execution of the agreements.Article 27th.-
The following are powers and duties of the Board:a).- Give leadership to the activities of the Association based on the agreements and resolutions approved by the General Assembly;
b).- To promote the fulfilling of precepts, programs, and regulations of the Association, as well as the rest of the dispositions which come from it;
c).- To carry out the actions which necessary for the good functioning of the Association;
d).- To represent and administer the Association with general power to resolve disputes, collect debt, administrative actions, under the terms of the first three paragraphs or article two thousand five hundred and fifty four of the Civil Code;
e).- To send notices for Ordinary and Extraordinary Assemblies;
f).--- To promote all that relates to the achieving of the purposes of the Association;
g).- To promote the designation of the members of the Honor Committee;
h).- To name specific or temporary committees;
i).- To make use of the resources in order to achieve the social purposes of the Association;
j).- Keep records of the Association;
k).- Maintain the General Assembly informed in regards to the activities carried out during the social exercise; and
l).- In general all those granted by law and these regulations.
Article 28th.-
The term for the board is of one year with reelection for consecutive terms by agreement of the Assembly.Article 29th.-
The requirements to be elected President or Board member are the following:I.- Be an active member.
II.- Having be part of the Association for a minimum of one year not required for the members of the first board elected.
Article 30th.-
The board shall meet at least once a month in an ordinary session. The board shall decide the days these meetings will take place and the members shall be informed of such dates. Extraordinary meetings will take place any time the board considers them necessary or when and if it is requested by at least three members. The notice of the meeting shall be of least 5 days and shall include the order of business.
In order to consider the board meeting legally in business a minimum of the majority of its members shall be present and their decisions will be made by their votes.Article 31st.-
Elections for board members will take place during the last week of the month of November of each year. Once the board is elected it will start its term from January first of the following year. The period for elections will start after the last meeting of the month of October.Article 32nd.-
The members of the board forfeit their right to vote during the deliberations of the Assemblies in regards to reports which they (board members) have submitted or in regards to deliberations which examine the performance of their responsibilities.Article 33rd.-
The following are powers of the President or, in his/her absence the Vice president:a).- Act on behalf of the Association before third parties, judicial authorities, administrative authorities, at all federal, state and local levels having for this the right to use a social signature for any legal purposes;
b).-------- Send notices of board meetings and ordinary and extraordinary Assemblies;
c).- Make decisions in regards to any matter which concerns the Association when time does not allow the matter to be taken to the board. Such decision shall be informed at the following board meeting;
d).- Preside over board meetings and General Assemblies;
e).- Be the decisive vote in case of a tie. Both at board meetings and General Assemblies;
f).- Coordinate all that concerns the fulfilling of the Association purposes;
g).- Sign along with the Secretary all written records of all board meetings and Assemblies once they have been approved;
h).- Sign along with the Secretary all certificates of membership;
i).- Approved along with the Treasurer all receipts given out by the Association as well as all other documents that have to be paid by the Association;
j).- To prepare specific regulations for the committees and present them for approval to the General Assembly of Associates;
k).- To prepare work programs and activities which the Association must carry out in order to achieve its goals;
l).- Present to the General Assembly a yearly report of the activities and programs carried out.
Article 34th.-
The following are powers of the Secretary:a).- Work with the private and public sectors in order to join the them to achieve the goals and purposes of the Associations;
b).- To act on behalf of the President in his/her absences;
c).- To take care of all matters that pertain to the President;
d).- To share with the President all initiatives brought forth which he/she considers necessary to fulfill the goals of the association;
e).- To assist the president in order that he/she performs his/duties in a more efficient manner;
f).- To certify along with the president the written documents, and events of the Association;
g).- To sign along with the president the notices for sessions, meetings and events of the Association;
h).- To respond to all mail, keep written records of all sessions of the Association.
Article 35th.-
The following are the powers and duties of the treasurer:a).- To arrange along with public and private sectors actions which will help the association achieve its goals;
b).- To share with the president all initiatives brought forth which he/she considers necessary to fulfill the goals of the association;
c).- To oversee the payment of fees of the associates are paid within the first ten days of the month;
d).- Take care of all assets of the Association under the supervision of the president;
e).- Give a monthly report which should include a detail spread of all transactions;
f).- Any other assigned by the General Assembly.
Article 36th.-
The following are duties and responsibilities of the board committee members:Carry out all activities and requests related to the objectives, goals and purposes of the Association and all other assigned by the board and/or the general assembly.
ABOUT SPECIAL COMMITTEES:
Article 37th.-
The special committees will have powers granted to them by the General Assembly and the Board. The members of these committees will be elected during the same meeting the board is elected. Their term shall be of a period of two calendar years which start and end at the same time as the term of the board´s term. These committees may:a).- Administrative Committee.
b).- Advertising committee.
c).- Special Events Committee.
Article 38th.-
The following are powers of the Administrative Committee:a).- Coordinate and support jointly with the Secretary, activities supporting a better administrative functioning;
b).- Carry out all activities and commissions related to the purposes and goals of the association and those entrusted by the Board and the General Assembly.
Article 39th.-
The following are powers of the Advertising Committee:a).- To establish relationships with official and educational institutions, civil associations, and means and of communications;
b).- To promote and spread news of the activities of the Association;
c).- To prepare brochures and magazines in order to promote and advertise the goals of the Association;
d).- Those assigned by the General Assembly and the Board.
Article 40th.-
The following are powers of the Special events committee:a).- To organize events in order to obtain funds, resources and the donations needed to successfully carry out the social purpose of the Association;
b).- The distribution and use of the donations received for their equal application;
c).- All other assigned by the General Assembly and the Board.
THE VIGILANCE COMMITTEE:
Article 41st.-
The surveillance of the Association will be under the responsibility of the Vigilance Committee which will be formed by three active or founder members. This committee will have powers that are granted by the General Mercantile Society to commissionaires of such organizations. Its members shall be elected in the same Assembly where the Board is chosen. The term for this committee will be of two calendar years from the time they take office which would be at the same time the board does.Article 42nd.-
The following are powers of the Vigilance Committee:a).- Review every time that they shall consider it necessary the inventory of goods of the rest of the documents of the Association;
b).- Oversee the development of the election process of the Association.
In general, oversee with no limitation and at any time the performance of the Association.
S A N C T I O N S :
Article 43rd.-
Any violation Or non-fulfillment by the associates of the rules regulations, and agreements set forth at the General Assembly and other bodies of the Association will result on the following sanctions:a).- Warning;
b).- Temporary Suspension; and
c).- Exclusion.Article 44th.-
The warning will be in writing and will be dictated by the Honor Committee or in any event by the board. Actions that can result in warnings are being delinquent in fees or any other that would be considered a minor offense.Article 45th.-
Temporary suspension will be assigned by the Board as a result of a recommendation for such by the Honor Committee as a result of the following offenses:I.- Repeated unjustified absences to the activities and events and meetings organized to which previous and correspondent notice by the Association has been given;
II.- Having received at least three warnings;
III.- Refusal without justification to fulfill an assignment given to him/her by the Association.
Article 46th.-
Exclusion will be decided by the General Association as a result of the recommendation for such by the Honor Committee for the following reasons:I.- For violation to ethical professional norms or for committing acts that affect negatively the prestige of the Association;
II.- For being delinquent with fees for at least six months;
III.- For misuse of the Association resources;
IV.- For committing intentional delinquent actions;
V.- For extending the his/her functions beyond the description of his/her power when being part of the Board or serving in any public office within the Association.
Article 47th.-
The resolutions set by the respective body in the matter of sanctions are final and will be communicated to the interested parties and will be irrevocable.OF THE PERIOD FOR ASSOCIATION´S ACTIVITIES:
Article 48th.-
The period for any and all types of activities of the Association will be from January first through December thirty first of every year except for the first period which will begin the day of the signing of this document and until the thirty first of December of that same year.ABOUT THE DISOLUTION OF THE ASSOCIATION:
Article 49th.-
The Association will be dissolved by a decision taken at the General Assembly or in any other cases established in article two thousand six hundred and eighty five of the Civil Code.Article 50th.-
In the event that dissolution of the Association takes place the General Assembly will choose a group of associates to carry out such dissolution according to the dispositions provided for such on the Civil code. Once the association is dissolved all its goods will be transferred to another association of similar purpose.
ABOUT CHANGES TO THE REGULATIONS:
Article 51st.-
The present regulations may be modified at an Extraordinary General Assembly created for that purpose.MODIFICATIONS TO THE STATUTES
OF THE ASSOCIATIONThe following articles were modified on the Extraordinary Assembly of Associates on January 17th 2008, which was protocolized on Public Deed number 3,134, volume 110, on March 18th 2008, before the Attorney al Law Raul Juan Mendoza Unzón, Public Notary number Fifteen of the State of Baja California Sur, and written in the Public Registry of Property and Commerce numbered 102, volume X of Civil Societies and Civil Associations, Section Commerce, on the 12th of April of 2008.
Article 25
Article 28
Article 31
