ByLaws

Part One:
ARTICLE 1 - NAME, PURPOSE
Section 1: The name of the Corporation shall be the Ecuador Mi Pais.

Section 2: Ecuador Mi Pais is a non-Profit, non-partisan, non-governmental Corporation organized with the following purposes:
a. To contribute to the social, cultural and economic development of Ecuador through support of educational projects in said country; b. To promote an increase of public awareness of Ecuador’s traditions, history, culture, tourism and investment opportunities in an international level; and, c. To promote the integration of the Ecuadorian community residing in the Washington D.C. Metropolitan Area.

ARTICLE 2 – DOMICILE
Section 1: Offices: Registered Office and Registered Agent. The registered office of the corporation shall be located in any city located within the Washington D.C. Metropolitan Area (including those areas that are part of the States of Virginia, Maryland), such place may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office in any city located within the Washington D.C. Metropolitan Area.

Section 2: Other Offices. The corporation may have other offices within or outside the D.C. Metropolitan Area at such place or places as the Board of Directors may determine.

ARTICLE 3 - MEMBERSHIP
Section 1: Membership shall be open to any person who supports the purpose statement in Article 1.

Section 2: The Board shall have the authority to revoke membership to any person misrepresenting the Organization.
General Provision: The Board shall be the only body entitled to authorize the use of the name, logo or any other element distinctive of the Organization to any person or entity. The use of the name, logo or any distinctive element of Ecuador Mi Pais without the written authorization of the Board of Directors shall bear no responsibility or liability to the Organization.

ARTICLE 4 - MEETINGS OF MEMBERS
Section 1: The Board of Directors shall set the date, time and place for an annual meeting of the whole body of members.
The annual meeting shall be held any day of the month of May every year, at the time and place as the Board of Directors shall designate by written notice.

Section 2: Special Meetings. Special meetings may be called by the President, a Commission, or a simple majority of the Board of Directors. A petition signed by ten percent of the voting members may also call a special meeting.

Section 3: Notice. Notice of each meeting shall be given to all members, not less than ten business days before the meeting.

ARTICLE 5 - BOARD OF DIRECTORS
Section 1: Composition: The Board shall be composed of nine (9) members, seven (7) of them shall be the General Directors, also known as Vice-Presidents, plus two Executive Directors, also known as the Executive President and Executive Vice-President of the Organization.

Section 2: Board Role: The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors. The Board is responsible for overall policy and direction of the Corporation, and delegates responsibility for day-to-day operations to the Corporation's Directors, also known as Vice-Presidents. The board receives no compensation other than expenses reimbursement previously approved by the Board.

Section 3: The General Directors: there shall be seven (7) designated General Directors, also know asVice-Presidents, who will be the heads of each area necessary for the proper management of all the affairs, property, and interests of the corporation.

Section 4: The seven General Directors shall be: Vice-President of Projects, Vice- President of Finances, Vice-President of Public Relations, Vice-President of Resource Development, Vice-President of Cultural Affairs, Vice-President of Information Technology and Vice-President of Legal Affairs.

Section 5: The Executive Directors: there shall be two (2) Executive Directors, also know as the Executive President and Executive Vice-President of the Corporation.

Section 6: The Executive President and Executive Vice-President shall act as the Official Representatives of the Organization before all persons or third parties dealing with the Organization in the regular course of its activities. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
The Executive Directors have day-to-day responsibility for the management of the Organization, including carrying out the Organization's goals and Board policy.

Section 7: Change of Number. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 8: Board Elections. All Board members shall be elected by the vote of all members of the Organization attending to the Election meeting.

Section 9: Board members shall serve two-year terms, but are eligible for re-election. However, no board member shall serve more than 2 two-year terms in the same position. At each annual meeting after the initial annual meeting, directors shall be elected for a term of two years to succeed the directors whose terms expire at such meeting. The first Board will include members with one and two-year terms to begin staggered terms.
Addendum: The members of the board to be replaced after the first year of the election of the board of directors shall be: Executive Vice-President, Information Systems Vice-President, Finances Vice-President, Cultural Vice-President.

Section 10: Election Procedures. The Board of Directors, through the Organization’s Executive Directors will call to postulate candidates for Vice-Presidents and as such, serve as members of the Board of Directors of the Organization.
Any members shall be eligible or postulate themselves for Vice-president.
The nominees receiving the largest number of votes in the annual election shall be elected to those full term vacancies that exist.
The Executive Directors (President and Vice-President) shall be elected every two years by the seven General Directors, from any candidates postulated.

Section 11: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.

Section 12: Quorum. A simple majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.

Section 13: Notice. An official Board meeting requires that each Board member have notice with at least ten (10) business days.
Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

Section 14: Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified.

Section 15: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Board. A Board member shall be dropped from the Board of Directors for excess absences from its meetings if he or she has three consecutive unjustified absences or, five absences in a period of one year. A Board member may be removed for other reasons by a threefourths vote of the remaining directors.

ARTICLE 6 - VICE-PRESIDENCIES AND COMMITTEES
Section 1: Each General Vice-Presidency shall count with a committee composed by Organization’s members to help the Vice-President carry out his/her duties to him/her entrusted, develop all activities and gather all member’s inquiries in the area of his/her management. Each Vice-President shall recruit his/her own committee members.

Section 2: Each Vice-President, as a member of the Board of Directors and a representative of his or her Committee, will review the performance of the Executive Directors and the General Directors.

Section 3: The individual duties of each Vice-President are those detailed in Annex 1, plus any other duty specially entrusted to a Vice-Presidency on a temporary basis by the Board of Directors.

ARTICLE 7 – CORPORATION’S FINANCES
Section 1: The Finances Vice-Presidency is entrusted with developing and reviewing fiscal procedures, and drafting an annual budget with the Committee and other Board members.

Section 2: The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board of Directors.

Section 3: The fiscal year shall be the calendar year. At least quarterly reports are required to be submitted to the Board showing income, expenditures and pending income.

Section 4: The financial records of the Corporation are public information and shall be made available to the membership, Board members and the public.

ARTICLE 8 – BOOKS AND RECORDS
Section 1: The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors.

Section 2: The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

ARTICLE 9 - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors.

Section 2: Proposed amendments must be submitted to the Executive President, Executive Vice-President and Legal Affairs Vice-President to be sent out with regular Board announcements for review.