Bylaws
INTERCLUB ASSOCIATION
JR Office Center, Paseo Colón, Office #4
36th Street, 5th and 7th Avenues
Telephone: 2256-6500
CONSTITUTIVE BYLAWS
(Modified at the extraordinary meeting held on February 15, 2020, at the Costa Rica Country Club)
GOALS AND OBJECTIVES
INTERCLUB MISSION:
To unite, represent, and defend the interests of affiliated Clubs and promote the values of human coexistence, for the strengthening of their organizations and the benefit of all their members.
INTERCLUB VISION:
To achieve the present and future strengthening of our Clubs, for the benefit of their members and their families, Interclubes must always be the consulting body for the analysis of common problems and the coordinator of efforts to defend the interests of its members. It will also promote the exchange of ideas, experiences, information, and activities for the better development of all member Clubs.
OBJECTIVES:
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To achieve the permanent union of all associated Clubs.
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To represent and defend the interests of the associated Clubs.
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To facilitate the integration of the Association's Board of Directors with the Presidents or representatives of the member Clubs, whether directors or ordinary members, who are interested in our objectives and help us achieve them.
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To ensure, through regular meetings and ongoing communication, that all the Boards of Directors of the member Clubs are aware of our purpose, goals, objectives, and the work we do.
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To be attentive and vigilant regarding problems affecting any of its associated members and, to the extent possible, coordinate the necessary actions to defend the Clubs.
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To promote the exchange of ideas, experiences, and activities for the better development of the social Clubs of Costa Rica.
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To promote social, sports, and cultural activities that foster unity and friendship among the members of our Clubs, without being binding on any member Club or its members.
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Maintain an Interclub headquarters or executive office that allows for monitoring studies on problems faced by member Clubs and coordinates the pro bono work of professionals willing to assist their Clubs and the organization that represents them.
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Through this support office, we will provide member clubs with a database for consulting personnel information. We will implement a database so that Interclubes can be the first response to club personnel needs.
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We will be a dynamic organization that responds promptly to any legal, regulatory, or governmental advisory needs that an associated club may require, and in fact, all other members of the Association.
STATUTES
ARTICLE ONE:
The Association shall be called the "Interclub Association."
ARTICLE TWO:
Its registered office shall be in the Canton of San José, Merced District, Province of San José, JR Office Center Building, Office #4, between 5th and 7th Avenues, 36th Street.
ARTICLE THREE: PURPOSES
The objectives of the entity are:
a. To promote among member companies activities that serve the communities where each Club operates, without prejudice to carrying out projects in larger or national settings.
b. To promote sports, cultural, and artistic activities among member Clubs by holding regular tournaments, contests, or championships.
c. To organize social activities, seeking greater relationships among the members of all member Clubs.
d. And, in general, to establish appropriate programs and mechanisms to contribute to the development of a healthy citizenry through sports, one that is more educated and interested in national issues.
ARTICLE FOUR: MEANS
To fulfill its purposes, the Association will hold regular and extraordinary meetings of the Board of Directors on the dates it deems appropriate. It will also hold a regular General Assembly of Members each year, and extraordinary meetings when it deems appropriate. It will adopt all appropriate agreements through its bodies to implement its objectives, including the appointment of regular or special committees according to the projects or matters to be implemented or studied.
ARTICLE FIVE: MEMBERS
Founding members are those clubs or entities that, through their representatives, sign this Founding Charter of the "Interclub Association." Active members are those founding members and any other entities or clubs that request it in writing and are accepted as members by a three-quarters majority of the votes of the Board of Directors.
Both founding members and those accepted in the future shall have the same rights and obligations. Honorary members shall be those individuals or legal entities whom the governing body, exceptionally and by unanimous vote, deems worthy of this distinction for having performed meritorious work for the benefit of the Association.
ARTICLE SIX:
Active members will lose their status as such if they fail to pay the monthly dues established for more than three consecutive months, or because their respective facilities are used for purposes contrary to morality or good customs, or because the respective Club resigns. A member who has temporarily lost their status may rejoin the Association provided their application is reapproved by the Board of Directors and they meet the established requirements. Honorary members may lose their status for the second reason indicated.
ARTICLE SEVEN: RIGHTS AND OBLIGATIONS OF ACTIVE MEMBERS.
a. Comply with the Association's Bylaws and the Regulations and provisions issued by the Board of Directors and the General Assembly.
b. Be represented at official events of the Association.
c. Elect and be elected members of the Board of Directors and the Office of the Comptroller.
d. Perform the duties assigned to them by the Board of Directors.
e. Cover the dues set by the Board of Directors for the maintenance of the entity.
ARTICLE EIGHT: RESOURCES.
The Association's resources consist of the dues set by the Board of Directors; donations, bequests, or contributions received from institutions, both public and private, or from the Government of the Republic.
ARTICLE NINE: BODIES.
The following are the entity's bodies: the Assembly, the Board of Directors, and the Office of the Comptroller.
ARTICLE TEN: ASSEMBLY.
The highest authority of the Association resides in its members, who meet in the General Assembly—through one representative per associated Club—which will meet ordinarily each year in the month of February to hear reports from the President, the Treasurer, and the Comptroller, to elect the Board of Directors and the Comptroller, when appropriate, and to consider all other matters submitted to it by its members. Extraordinary meetings will be held whenever the Board of Directors calls one or when requested by less than twenty percent of its members. A quorum will be constituted at the first call by half plus one of its members. If the legal quorum is not met, a new Assembly will be called and will validly meet with the number of members present one hour later between the first and second calls.
ARTICLE ELEVEN:
General Assembly resolutions shall be made by simple majority, except in those cases where these bylaws or the Law stipulate a higher number.
ARTICLE TWELFTH:
Calls to the Ordinary and Extraordinary General Assembly shall be made by letter.
Certified letter or by publication in a national newspaper, or by email, sent to each club representative, no less than eight days in advance.
ARTICLE THIRTEEN: BOARD OF DIRECTORS.
Board of Directors: The immediate management of the Interclub Association shall be the responsibility of the Board of Directors, composed as follows: a President, a Vice President, a Secretary, a Treasurer, and as many Members as there are associated Clubs without another position on the Board, numbered in alphabetical order by last name.
ARTICLE FOURTEENTH:
The Board of Directors shall be elected at the Ordinary General Assembly, held within three months following the end of the fiscal year, and shall serve for one year. Its members may be re-elected. Those elected shall take office on the first day of the month following their election. Temporary absences shall be filled as follows: those of the President by the Vice President or the first member, and those of the other members by another director. Permanent absences shall be filled as follows:
a. The Club whose representation ceased shall propose one or more names from the list of its members as a new representative.
b. The Interclub Board of Directors shall designate, from among the names proposed, the person to fill the vacancy, and the appointed person shall serve for the remainder of the corporate term.
The President and the Secretary of the Board of Directors shall perform the same functions, respectively, at the Association's General Assemblies.
ARTICLE FIFTEENTH:
The Board of Directors shall hold a regular meeting once a month, on a mutually agreed-upon day and time. It shall meet extraordinarily whenever the President deems it appropriate or at least three directors request it in writing.
ARTICLE SIXTEENTH:
The quorum of the Board of Directors shall be half plus one of its members, and voting shall be decided by a simple majority. In the event of a tie, the President shall decide, having a double vote for this purpose.
ARTICLE SEVENTEENTH:
The powers of the Board of Directors are:
a. To make the necessary decisions for the entity to fulfill its purposes.
b. To enforce the Bylaws, Regulations, agreements, and other provisions issued to it.
c. To meet as frequently as the number of matters and their importance require.
d. To present an annual report on the work carried out in the previous year and a work program for the following year to the General Assembly.
ARTICLE EIGHTEENTH:
The Board of Directors may be reelected indefinitely.
ARTICLE NINETEENTH: OVERSIGHT ... The Association will be overseen by an Inspector, appointed by the General Assembly in the same manner as its Board of Directors, and will hold office for one year.
ARTICLE TWENTIETH: OF THE PRESIDENT.
The President of the Association shall be the judicial and extrajudicial representative of the Association, with the powers of a general attorney as established in Article 1255 of the Civil Code. He shall preside over the General Assemblies and the sessions of the Board of Directors; he shall convene the General Assemblies and the Board of Directors; he shall authorize, together with the Treasurer, the payments agreed upon by the Board; he shall organize the topics of the General Assembly and shall submit a detailed annual report on the activities carried out by the Board of Directors, which shall be read annually at the Ordinary General Assembly.
ARTICLE TWENTY-FIRST:
The Vice President shall replace the President in his temporary absences, having the same powers and obligations in such capacity.
ARTICLE TWENTY-SECOND:
The Secretary's primary duties include taking the minutes of the General Assembly and Board of Directors meetings and signing them with the President once approved by the Board of Directors; keeping the minutes book up-to-date and in perfect order; reporting and reading correspondence and responding to it as resolved by the Board of Directors; convening meetings in accordance with the Bylaws, maintaining orderly and complete records, and maintaining the Member Registration Book.
ARTICLE TWENTY-THIRD:
The members shall fill the vacancies of the other members of the Board of Directors, in order of appointment.
ARTICLE TWENTY-FOURTH:
The Auditor shall have jurisdiction over the various activities of the Association, reporting to the General Assembly of any irregularities noted, as well as to the Board of Directors in the first instance. He may attend Board meetings with voice but no vote.
ARTICLE TWENTY-FIFTH:
The Association shall be dissolved when the cases established in the Associations Law occur. In the event of the entity's liquidation, all its assets and real estate shall become the property of the entity designated by the members, meeting in a General Assembly convened for this purpose.
ARTICLE TWENTY-SIXTH:
These Bylaws may be amended at an Extraordinary General Assembly by two-thirds of the members present.