Current Bylaws

Ratified Feb 21, 2023

AI Bylaws Assistant

DENOMINATION

FIRST

The denomination of the “Association” shall be: “Asociación de Usuarios del Complejo Turístico Costa Bajamar, and shall always be followed by the words “Civil Association”, or its abbreviation: “A.C.”. The Association, or sometimes referred to herein as “BHOA” shall have jurisdiction over Misión Todos Santos and Misión San Diego of the Complejo Turístico Costa Bajamar, A.C.

DOMICILE

SECOND

The domicile of the association shall be in the address Carretera Escenica Tijuana-Ensenada Km. 77.5, 5018 Misión Todos Santos, Bajamar, Ensenada, Baja California, México 22760.

DEFINITIONS

THIRD

Complex: Shall refer to Misión Todos Santos and Misión San Diego of the Complejo Turístico Costa Bajamar, A.C.
Trust: Shall refer to the contract entered into between Desarrollos Urbanos de Baja California, S.A. and Banco Santander México, S.A. on November 4, 1974, amended on January 10, 1975, registered in the Public Registry of Property and Commerce in Ensenada, Baja California, Mexico under entry number 14,211, page 92 of the book 53 and entry number 14,592, page 228 of the book 54, both of the First Section, dated December 2, 1975, respectively. Extended in its term by Deed 35,464, book 844 on April 26, 2006 before the Public Notary 104 in Naucalpan City and registered at the Public Registry of Property and Commerce in Ensenada, Baja California, Mexico under the entry 5,151,437 on May 16, 2006.
Trustee: Shall refer to Banco Santander México, S.A. or its substitute pursuant to the Trust.
Developer: Shall refer to “Desarrollos Urbanos de Baja California, S.A.”
Bajamar Protections (CC&R’s): Shall refer to the document which contains the Covenants, Conditions and Restrictions (commonly named CC&R’s) granted pursuant to the trust, and which regulates, among other things, the property use and enjoyment, possession and improvements made within the Complex.
Association: Shall refer to the “Asociación de Usuarios del Complejo Turístico Costa Bajamar, A.C.” (aka BHOA).
Government: Shall refer to the government of the State of Baja California.
Design Committee: Shall refer to the committee of the Association in charge to execute the design and construction rules, as described in the Protections (CC&R’s).
Design Rules: Shall refer to the design and construction rules established by the Design Committee and approved by the Board, pursuant to the Protections (CC&R’s).
1974 Agreement: Shall refer to the Agreement of Authorization of the Complejo Turístico Costa Bajamar, A.C., issued by the Executive of the State dated April 12, 1974, published in the official newspaper of the government of the state on April 30, 1974.
1995 Agreement: Shall refer to the Agreement of the Executive of the State by means of which the Association was authorized to take charge in the exercise of its attributions of the administration of Misión Todos Santos and Misión San Diego, dated October 27, 1995, published in the official newspaper of the government of the state on November 17, 1995.
Executive Committee: Shall refer to the legal institution created by the Baja California’s State Governor in the 1974 Agreement and ratified in the 1995 Agreement with legal powers granted by the Baja California State’s Governor to perform inside the Association the official duties appointed in such Agreements.
Board of Directors: Shall refer to the Association’s administrative body.

PURPOSE

FOURTH

The Association shall have as its purpose:

a) To organize, administer and maintain the public services within the limits of Misión Todos Santos and Misión San Diego.
b) To determine the monthly assessments that in a proportional and obligatory manner shall be paid by its Members, successors, residents, beneficiaries, trustees, users or owners of real estate property in Misión Todos Santos and Misión San Diego inside el Complejo Turístico Costa Bajamar, A.C. for the maintenance of the services set forth in the above item.
c) To establish, collect and administer the monthly dues for the maintenance of the public services and special assessments for recreational services, as well as any other type of fees that owners, trustees and residents of the Complex should pay.
d) To collect through judicial or extrajudicial means, when necessary, the dues set forth in the above paragraphs, when necessary, being empowered to enter into contracts or agreements with the Government in order to make collections through said Government.
e) To enter into contracts with third parties for the work that may be required in order to up-keep, maintain, improve or beautify the Complex.
f) To accept as part of the Complex the lots and the properties that presently form part of the assets of the Trust, as well as such other land properties that in the future the Developer or its successors subject to the Trust for similar purposes to that heretofore indicated and which because of its location may constitute a unit with the lots and properties presently pledged in said Trust.
g) To carry out any type of maintenance required by the common areas of the Complex and the recreational facilities on it.
h) To carry out the required maintenance of any of the private areas of the Complex, according to the rules established in the Bylaws, when a Member, partner, successor, beneficiary, trustee, resident or owner to whom it corresponds does not do so and the actions to recover from them the cost of such maintenance work.
i) To make payments of taxes and fees assessed to the common and recreational areas of the Complex when they have not been imposed directly to the Members, successors, beneficiaries, residents or owners, and to collect said taxes and fees proportionately from them, according to the criteria established for this purpose.
j) To provide insurance for the Association’s property, common and recreational areas as well as to provide security and protection for the Complex, its beneficiaries, residents, guests, the Association and its officers and Members.
k) To process and carry out the necessary procedures to comply with requests presented to the Association for the development of recreational facilities in the Complex.
l) To carry out the required actions in the private areas of the Complex in order to comply with the Protections (CC&R’s).
m) Carry out all judicial, civil, criminal, commercial or extrajudicial actions, as well as file and answer all kinds of legal actions, file criminal complaints or complaints of all kinds of crimes, file all kinds of legal actions to demand compliance with the regulations of the complex and/or to protect and defend the association’s patrimony, assets, rights and legal interests.
n) To enter into agreements to obtain the services of professionals or third parties required for the accomplishment of its objectives.
o) To grant the rights and easement necessary on the common areas and recreational facilities, for the establishment of public services and common use in the Complex.
p) To establish, amend and revoke Rules of Conduct in the Complex as well as construction regulations, in order to comply with the applicable legal dispositions.
q) To make sure that the Complex be completed substantially in the manner originally planned by the Developer and authorized by the corresponding authorities, with the modifications required from time to time on the original project and protect their relationship with the community.
r) To carry out any necessary material or legal acts convenient or related directly or indirectly with the goals previously mentioned to accomplish the tasks related to the maintenance, protection, improvement or beautification of the Complex in benefit of its legal inhabitants, residents, trustees, Members or owners while protecting its relationship with the community.
s) To start a legal case that may derive in acquiring through judicial or extra judicial means the property rights over real estate, goods and chattels, trust rights and/or other personal ownership rights of its Members, when said Members are delinquent in their dues. Each case falling into this clause should be studied on a case-by-case basis and the individual circumstances shall be considered.
t) To buy, sell, acquire, donate, transfer, receive donations, rent, and manage real estate.

TERM

FIFTH

The term of the Association is for an indefinite term.

ASSETS

SIXTH

The assets of the Association shall be constituted by the fees to be paid by its Members, owners or trustees of real estate in the Complex for the maintenance of public services and other purposes of the Association, and these assessments are in force for the other Members, for each lot or beneficiary “B” right that remains unsold by the developer and/or its successor, and that it is shown as a lot for sale in the approved plans authorized by the Government or by any other official entity to whom the granting of said approval corresponds and by those of other property, personal or real property that it acquires or is awarded to the Association for the best realization of its social purposes, since that award either by court order derived from auctions in payment before the judicial authority that Associates on the basis of judgments set against, or by payment in kind or donations of real estate through contract or agreement that the Associates, the developer, or other third parties execute. The Association is authorized to carry out legal actions to take possession, seize, encumber or adjudicate real property or its rights which have not paid dues, trust fees, fines, or taxes for an indefinite period of time which in the opinion of the Board are for all practical purposes abandoned properties and use them for the benefit of the entire community.

ASSOCIATES

SEVENTH

“Associates”, or sometimes referred to herein as “Members”, are all persons who have registered ownership at the Public Property and Commerce Registration Office of Baja California over real estate in Misión Todos Santos and Misión San Diego, either owned or in trust. The Association shall issue to each Member a Certificate of Membership, which shall accredit the status of the Associate. The Associate shall lose said status as such when failing to comply with the requirements of the 1974 Agreement, the 1995 Agreement, the Protections or these Bylaws, but shall remain subject to the compliance of the obligations that were acquired while a Member. Each Associate has right to only one vote in the Assemblies of Associates, without regard to the number of lots in property or beneficiary rights owned within the Complex.

EIGHTH

The status as an Associate is not transferable. The Board of Directors shall admit temporary Members whose admission to the Association shall be ratified or denied by the General Assembly. The Member admitted temporarily by the Board of Directors shall have all rights and obligations as a regular Member. The Board of Directors and the General Assembly shall make sure that Members and temporary Members meet the requirement set forth in Clause Ninth of these Bylaws.

NINTH

Only the following persons may be a Member of the Association:

a) The beneficiaries of real estate located within Misión Todos Santos and Misión San Diego under the Trust or trusts which substitute the one previously indicated.
b) The owners of real estate located within Misión Todos Santos and Misión San Diego of the Complex.
c) The Trustees subject to a contract of Trust different than the one indicated in the foregoing paragraph (a), when such trusts refer to the real estate presently subject to the trust indicated in said paragraph (a) above, or the real estate that in the future becomes part of the Complex.

CAUSE FOR EXCLUSION FROM THE ASSOCIATION

Shall be that the Member fails to comply with the Protections, these Bylaws and the requirements to have the status of such. The right to vote of any Member shall be suspended if that Member:

a) Does not comply with any of the obligations imposed by these Bylaws.
b) Does not pay punctually the fees assessed by the Association.
c) Does not comply with the obligations imposed by the 1974 or 1995 Agreements, Master Trust or the Trusts that substitute same or any of the rules in the Protections (CC&R’s).
d) Does not comply with the obligations derived from the agreements or contracts that granted the right to become a Member of the Association.

ASSEMBLY OF ASSOCIATES

TENTH

The General Assembly of the Associates is the supreme body of the Association. The General Assembly shall preside over the following matters:

a) Final admission or exclusion of Members to the Association.
b) The advance liquidation of the Association.
c) The election and appointment of the Directors to the Board of Directors, and on the revocation of said appointments.
d) The election of one Member to the Executive Committee.
e) The appointment of the external Auditor and Accountant of the Association, and the approval of the annual balance sheet of the Association.

ELEVENTH

The General Assembly shall meet at least once a year, within the first 4 months of the same year, on the date called by the Board of Directors. In addition, a meeting shall be held at any time of the year when so called by said Board of Directors, which is obligated to do so at the request of 5% or more of the Associates, and if it were not to call the meeting, a Civil Judge of the Association’s domicile shall do so at the request of the Associates. The Board shall summon each assembly with at least ten days’ advance notice through summon that shall be published in the newspaper with the greatest circulation in the domicile of the Association. In addition, an individual notification by mail shall be sent to each Associate to the domicile that was established pursuant to clause Sixteenth of these Bylaws. The General Assembly shall only undertake those matters set forth in the agenda.

TWELFTH

General Assemblies shall have Legal Quorum regardless of the number of Associates physically present in good standing that have no pending issues with the Association or any of its Committees. Resolutions shall be valid only when taken by the majority of votes received from Associates in good standing and have no pending issues with the Association or any of the Committees, whether physically present or by Proxy, by ordinary mail, by email or by fax, except in the following cases:

a) In case of the Assemblies in which the matter to be dealt with is the advanced liquidation of the Association, then Legal Quorum must be represented by at least with 75% of the Associates in good standing and have no pending issues with the Association or neither with its Committees whether physically present or by Proxy, by ordinary mail, by email or by fax, (sent from the Associate’s email address or fax on file with the BHOA) but the resolution will be approved only when favorable votes exceeds 75% of the number of these received votes. A Legal Quorum is mandatory in all such meetings, without exception.
b) In those cases in which, in accordance with the Bajamar’s Protections (CC&R’s), a Quorum or special majority is required to hold an Assembly and to take resolutions in it, the Quorum special majority requirement will be mandatory, in the terms of the mentioned Bajamar’s Protections (CC&R’s).
c) If for the aforementioned cases of paragraph “b” the meeting cannot be held on the appointed day, a second call will be made following the requirements established in the Bylaws, expressing this circumstance and the issue will be solved, regardless of the number of Associates in good standing and that have no pending issues with the Association or with its Committees whether they are physically present or by Proxy, by ordinary mail, by email or by fax, (sent from the Associate’s email address or fax on file with the BHOA) but the decisions will always be taken by the favorable vote of the majority of these received votes.

THIRTEENTH

The Associates may be represented in the Assembly by proxies, be they or not Associates, except that Proxy may not be granted to persons who are deemed by the Board to have a conflict of interest with the Association or any of its committees, or are designated by the board as “members not in good standing”. The Proxy must designate specifically the date of the election for which it is granted and must be notarized by a licensed notary from the location the proxy is signed. The proxy will not be valid for any other election. It shall be sufficient that the representation, even those Associates who reside abroad, be conferred by means of power of attorney signed by the Associate and addressed to the Board of Directors. To be admitted to the Assemblies, the Associates or their representatives shall present their Certificate of Membership or an admission card to be issued by the Secretary of the Board of Directors upon verification of the status as Associate of the respective party.

Voting Procedure: All members in good standing may vote on any issue or candidate presented at the General Assembly. Members may vote in person, by Proxy, by mail or commercial courier, by email or by fax (sent from the Associate’s email address or fax on file with the BHOA) but must deliver their vote directly to the Association’s office. To facilitate voting by all qualified members, the Board of Directors will appoint a Registrar and an Assistant prior to the date voting can commence. The Registrar’s duty is to identify the voter, to verify the status and to determine that the vote is from a qualified member Proxy. At the annual meeting the Registrar will deliver all ballots to the Scrutinizers appointed at the Assembly.

FOURTEENTH

Before installing the Assembly, the person who presides over the same shall designate 2 Scrutinizers to make up a list of the persons that were present as Associates, or in their representation. It shall be sufficient that the list of attendance be signed by the President, the Secretary of the Assembly and by the Scrutinizers; however, the Associates present shall also have the right to sign it. The list shall be added to the appendix of the corresponding record or shall be inserted therein.

FIFTEENTH

General Assemblies may be held in the English or Spanish languages. An interpreter shall be provided for English or Spanish speakers, as applicable. If one or several of the Associates or their representatives present at an Assembly were not to understand either of the Languages named above a translation of all discussed and resolved by the Assembly shall be made, for which purpose the interested party(ies) shall designate an interpreter who may be any of the present or an outsider. The interpreter(s) shall sign the respective record to verify (their) interpretation. The expenses for the interpreter shall be borne by the interested party(ies).

SIXTEENTH

The Association shall carry a Book of Registration of Associates in which their name and address shall be recorded. Said book shall serve to verify the status of Associates and the Association shall inscribe therein those who are admitted provisionally or permanently. Any communication that the Association has to address to the Associates shall be sent to the domicile that these have furnished for the Book of Registration. It shall be the responsibility of the Associates to notify the Association of their change of address and request that the change be recorded.

ADMINISTRATION OF THE ASSOCIATION

SEVENTEENTH

The administration of the Association shall be composed of 5 Directors and 5 Alternates elected by the membership at the General Assembly. The duly elected Board will appoint all positions in the same General Assembly of their election. Furthermore, there shall be General Managers and such other General or Special Assistant Managers that the Board designates. The Directors and Alternates must be Members in good standing. The General Managers and Assistant Manager may be Associates or persons alien to the Association. There shall be an Executive Committee that shall have the functions and powers set forth in Clause Twenty Fourth of this instrument. The Representative to the Executive Committee shall be elected for a term of 2 years, as indicated in Clause 24. Also, there shall be such Committees as the Board of Directors designates. Membership in the Audit and Design Committees is open only to Members in good standing or their spouses. Because of the confidential nature of the information shared by the Audit Committee, Audit Committee Members will be required to sign a Non-Disclosure Agreement in a form satisfactory to the Board.

A professional that is not an Associate may be hired to assist the Audit and Design committees, but said person shall not have the right to vote. No person can serve as a Director or Alternate or on a committee unless the person or the person’s spouse is a Member in good standing of the BHOA. The term “Member in good standing” for the purposes of these Bylaws shall mean a person who has proven legal recorded ownership of title or trust rights within the Association at the Public Property and Commerce Registration Office of Baja California, who is also current with all financial obligations to the BHOA and is not declared to be in violation of any design rules by the Design Committee or Rules of Conduct by the Board of Directors. A spouse that is not on title of the property who has a community ownership right may serve as Director or Alternate, but said ownership interest must be verified prior to accepting their candidacy or appointment. Said persons claiming a community interest must provide the Association with a valid copy of their marriage certificate.

Board members serving as a Director, an Alternate, or committee member who have a conflict of interest regarding an issue before the Board, due to employment, financial interest, or any other issue determined solely by a majority of the Board shall recuse themselves from all discussion and voting on the issue. A Board member, Alternate, or committee member who refuses to recuse themselves shall be removed from the Board and replaced by an Alternate picked by the majority of the Board members.

Any Director, officer, key employee, or committee member having an interest in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval, or ratification shall make a prompt, full and frank disclosure of their interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction that might reasonably be construed to be adverse to the Association’s interest.

EIGHTEENTH

After the election, at the same General Assembly, the elected Board Members shall designate from among its members a President, a Secretary, a Treasurer, and any other positions the Board of Directors find convenient. The Manager and Assistant Manager shall be designated by the Board of Directors.

NINETEENTH

The 5 members of the Board of Directors shall be elected at alternate general assemblies to ensure continuity. Two Directors shall be elected one year and then 3 the following year, all for a term of 2 years. The years for this purpose shall be counted from one Annual General Assembly to the other of the same kind. They shall continue in the performance of their duties until new appointments are made and those designated take possession of their posts.

TWENTIETH

The General Manager and Assistant Managers shall hold their offices for a term, as determined at the time of the appointment. The appointment of General Manager and Assistant Manager shall, subject to Mexican law, be revocable by the Board of Directors. The assembly of Members may, upon a majority vote, remove at any time the appointment of a Director(s).

TWENTY FIRST

The members of the Board of Directors and the Executive Committee are required to attend all of the meetings, either in person or electronically, called by the President, or by 3 Directors as stated in Clause 22. An absent Director may be replaced by an “Alternate Director” and, unless a justification of absence is submitted in advance, may be permanently removed if does not attend 3 consecutive meetings and replaced with an Alternate designated by a majority of the Board appointed as a permanent replacement.

TWENTY SECOND

The Board of Directors shall always meet when called by the President, or by 3 of its members. A quorum of the Board shall be required for the Board to conduct business. A quorum means that at least 3 of the 5 Board members are present (telephonic or video conference presence are permitted). The resolutions shall be taken in all cases by a majority of votes of those present be they regular Board members or appointed Alternates to act as Board Members. Those who have the status of Alternates will vote in those sessions in which the regular members for whom they are Alternates are not present, their vote having the same value as that of the regular members for all effects. At each session of the Board of Directors minutes of the meeting shall be taken containing the approved resolutions, and the same shall be signed by those who presided the session and by the Secretary. The other Directors may also sign the minutes of the meeting.

TWENTY THIRD

On behalf of the Association the Board of Directors shall have powers that include, but are not limited to the following:

1. All general and special powers to file legal suits and collections that required a special clause pursuant to the law including legal power for administration and to execute acts of dominium over real estate and to buy, sell, donate or acquire real estate property, in the terms of article 2428 and 2461 of the civil code of Baja California and civil codes of the other states of the Republic.
2. To represent the Association before the federal, state or municipal administrative and judicial authorities, and before the Federal or State Board of Conciliation and Arbitration, special labor boards and other labor authorities and before arbiters or arbitrators with all general and special powers that required special powers or clause pursuant to the federal labor law.
3. The above powers include, but are not limited to, the power to file, answer and withdraw from all types of civil, labor or commercial claims, to recuse, acquit and articulate positions and to examine witnesses.
4. To submit and ratify criminal complaints or complaints, become an intervener or offended party and victim.
5. To file appeals and all kinds of legal remedies including “juicio de amparo”.
6. To compromise and agree in the arbitration.
7. To formulate and reply to interrogatories or testimonies, make own or provoke confessions of the counterpart.
8. To make conveyance of rights, to appeal, receive payments, debate, execute and review collective agreements.
9. To file suits, make the waivers, submissions and agreements that were to be necessary pursuant to Article 27 Constitutional and its regulatory or interpretative legislation, as well as the Nationality and Naturalization Law.
10. To conduct all operations relative to the purpose of the Association, including the assessment for maintenance or special fees that must be paid by the Associates and to enter into, modify and rescind agreements inherent to the purpose of the Association.
11. In accordance of Article 9 of Ley General de Títulos y Operaciones de Crédito to grant, issue, draw, accept, endorse, co-sign, guarantee or for any other reason subscribe credit instruments and to protest the same; to open or close bank accounts; to make and withdraw or transfer all kinds of deposits, even in foreign currency.
12. To appoint and remove managers, assistant managers, factors, agents and employees of the association and determine their powers, obligation and legal earnings.
13. To grant and revoke general, limited or special powers of attorney.
14. To carry out the Resolutions of the Assemblies of Associates.
15. To represent the Association in interactions with other HOAs.
16. To admit and exercise on behalf of the Association powers and representations of national or foreign people or negotiations, either to contract on their behalf or to appear in trials.
17. To admit and exclude Members of the Association, and establish the admission fees.
18. To exercise all other powers that are necessary or appropriate, and which are consistent with these Bylaws.

TWENTY FOURTH

The BHOA’s Executive Committee Member(s) have the legal powers granted by the Baja California State’s Governor to perform the official duties appointed to them in the 1974 Agreement and ratified in the 1995 Agreement only in the event that the duly elected Board is unable to function, e.g., due to a massive resignation of the Board’s Directors, or all Directors being revoked by the General Assembly, or due to a Court order. Other particular powers may be granted by the Board to the Executive Committee for specific projects and these shall require Board’s approval.

TWENTY FIFTH

The President shall preside over the meetings of the Board of Directors and the Assemblies of Associates, and shall have the tie-breaking vote in case of a tie. The Vice President, should there be one, shall substitute for the President in all prerogatives and obligations in the absence of the latter. The Secretary shall authorize the certified copies or extracts of the Minutes of the Board, or of the Assemblies and of other documents of the Association and shall handle the filing and correspondence of the Board of Directors. The Treasurer shall have the control of the funds and assets of the Association and shall make sure that the accounting is carried out in a proper manner.

TWENTY SIXTH

The Asociación de Usuarios del Complejo Turístico Costa Bajamar, A.C. shall purchase and maintain insurance on behalf of any person who is or was a member of the board, the manager, committee members, or anyone acting at the direction of the board, covering defense and liability expenses arising out of any action, suit, or proceeding asserted against the person by virtue of the person’s action on behalf of the Association or at the direction of the board, whether or not the association would have the power and/or the financial resources to indemnify the person against liability under provisions of this clause.

The Asociación de Usuarios del Complejo Turístico Costa Bajamar, A.C shall indemnify and hold harmless any Director, Alternate, Executive Committee member, employee and any other person required under Mexican law who was, or is, a party to any proceeding (other than an action by the BHOA against said Indemnified Party) for wrongful acts committed by them by reason of the fact that such a person is or was a director, officer or employee. The indemnification will include expenses, judgments, fines, settlements, attorney fees and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner believed to be in the best interests of the Asociación de Usuarios del Complejo Turístico Costa Bajamar, A.C., and in the case of criminal proceeding, had no reasonable cause to believe the conduct was unlawful. The BHOA shall pay all related expenses in a timely manner and shall reimburse any such Indemnified Party for reasonable expenses incurred by them that have not been previously paid by BHOA or previously paid by the corresponding Directors and Administrators Insurance. The Board of Directors will analyze each case individually and will issue a resolution that includes all the details and financial scope of the indemnification.

VIGILANCE OF THE ASSOCIATION

TWENTY SEVENTH

The Associates have the right to ensure that the fees are allotted for the purposes of the Association and for this objective they shall file a written petition to the Board of Directors asking to set up an appointment at the Association’s Office in order to review or asking for explications on regards the accounting books and other papers of the Association, providing in the same petition the financial period to review and the promise that no private or personal information of any individual Member records may be released.

The Board of Directors shall establish an Audit Committee which will:

1. Assist the Board in the drafting of the “Audit Committee Charter” and in the periodic evaluation of the charter for completeness and effectiveness.
2. Be responsible for selection of professional Certified Public Accountant or accountants in Baja California that are properly credentialed and in the business of accounting or auditing and for recommending the appointment, compensation, and oversight of the independent auditors’ work. The Certified Public Accountants must be approved by the BHOA Board before any audit.
3. Interview the management and the auditors in order to evaluate the audit process and from their findings, make recommendations for improvement to the Board of Directors for approval and implementation as policy related to the audit procedure.
4. Receive reports directly from the auditors in connection with the audit’s findings, and ensure that the Board receives reviews and approves these reports.
5. Receive and consider actions to recommend to the full board as a result of recommendations from the Committee and the auditors about actions the Association should take to improve its financial reporting and management practices, as needed.

The Audit Committee shall be composed of three volunteer members as follows:

a) The chairperson shall be elected by the membership for a term of 2 years at a meeting of the General Assembly.
b) An Alternate chairperson recommended for appointment by the elected chairman and approved by the Board.
c) One of the elected Board members who is appointed by the full board to act as the Board’s liaison between the committee and the Board.

If any of the elected or appointed members of the Committee is unable to complete a full term, for any reason, then the Board shall appoint a replacement ensuring that a complete committee is active and functional at all times. All the members of the Audit Committee will sign a Non-Disclosure Agreement, in a form satisfactory to the Board.

DISSOLUTION

The term of the Association is extended for an indefinite time.

TWENTY EIGHTH

The Association shall be dissolved by the vote of the Members, according to the terms established in Clause Twelfth, literal b) of this instrument:

a) When agreed upon by the General Assembly of Associates, pursuant of these Bylaws.
b) For becoming unable to accomplish the objectives for which it was formed.
c) By resolution of a competent authority.

TWENTY NINTH

Upon determining the dissolution of the Association, it shall be placed in a state of liquidation and overseen by one or more liquidators, as it may be decided by the Assembly, who shall work jointly if there were to be several. The liquidator or liquidators shall process the liquidation and distribution of the proceeds among the Associates up to the amount of their contributions.

THIRTIETH

Members not in good standing who voluntarily withdraw from the Association or who are excluded from the Association shall have no right to the assets of the Association.

NATIONALITY

THIRTY FIRST

The nationality of the Association is Mexican and for this reason, every foreigner who in the act of the constitution or at a later time becomes an Associate, provisionally or permanently, shall be considered as a Mexican and shall understand and express their consent to not invoke the protection of their own Government as such action will cause that the Associate loses said right or participation in benefit of the Mexican Republic.

GENERAL DISPOSITIONS

THIRTY SECOND

The Association shall be ruled by the dispositions of these Bylaws, by the Protections (CC&R’s) and in all that is not provided for in the aforementioned documents, the respective legal disposition of the Civil Code for the State of Baja California shall apply.

THIRTY THIRD

In case of conflict in the execution or interpretation of these Bylaws, its Spanish version will prevail over the English version.