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By Laws

BYLAWS FOR ECIE.ORG

Article I

NAME AND ADDRESS

Sec. 1.01

The Corporation shall be known as:
Electronic Commerce Information Exchange aka: ECIE (hereinafter referred to as the "Corporation")

 

Sec. 1.02

The Corporation is:
A non-governmental organization, with no political or religious affiliation. It was incorporated on July 25th 2000 as a Non-Profit organization in the State of Washington, USA

 

Sec. 1.03

The permanent address of the Corporation shall be:
4308 N. 34th, Tacoma WA., in the area of Pierce County, State of Washington, USA

Article II

 

GENERAL PRINCIPLES

 

Sec. 2.01

The Corporation shall have the following purposes:

a)

Training and Educational/Business/Technical courses to be given to Latino communities in the USA and in South America.

b)

Transference of Information and Knowledge to further the development of said Latino communities in the areas of E-Commerce and Information Technology.

c)

Aid those communities to develop their own educational/technical strategies.

d)

To aid, support and assist by gifts, contributions or otherwise, other corporations, community chests, funds, and foundations organized and operated exclusively for charitable, scientific, technical, or educational purposes, no matter where they are located throughout the world.

 

Sec. 2.02

To carry out its objectives the corporation proposes to:

a)

Use computer networks as one of the mediums for the development.

b)

Give low-cost seminars to Latino Communities in USA and Latin America.

c)

Create and maintain an official Web page for the corporation, with the contents being the whole responsibility of the Board of Directors.

d)

Give free space in the Web pages to communities, specially in Peru, as a training method for young students to practice and learn Internet skills.

e)

To promote interchange of ideas, information, ways and means of carrying out business by the use of forums, lists, seminars, in Spanish.

Article III

 

ORGANIZATION

 

Sec. 3.01

Form of Organization.
A Board of Directors shall manage all matters of this Corporation.

 

Sec. 3.02

Number of Directors.
The board shall have no fewer than five members.

 

Sec. 3.03

Election of Directors and term period.
There shall be no election of Directors. Each Director and Chief Executive will serve in rotation for a period of three years.

Article IV

 

CREATION OF COMMITTEES

 

Sec. 4.01

Advisory Committee:

a)

General Functions. This committee shall act as assessor/consultant to the Board of Directors.

b)

Number of Members. This committee shall be formed by five members highly qualified in the field of business, and/or in the field of Computer technology.

c)

Duration of office. The voluntary participation will be for one year, at the end of which the members of this committee might volunteer for other term.

d)

The committee will meet to Assess/Consult at the request of the Board of Directors.

e)

Mode of communication. The communication will be entirely using electronic medium.

 

Sec. 4.02

Other Committees.
.In addition to the Advisory Committee, the Board of Directors may create other committees as deemed necessary.

Article V

 

OFFICERS AND THEIR DUTIES

 

Sec. 5.01

The first Board of Directors will be formed as follows:

Alberto Delgado    President
Edwin San Roman    Vice President
Martha Davies    Treasurer/Secretary
Michael McLain    Director
William McLain    Chief Executive

 

Sec. 5.02

Duties of each office:

a)

President:

Presides in all meetings
Co-signs all contracts
General representation and coordination

b)

Vice-President:

Is prepared to assume the office of presidency
Works in tandem with the President in all matters of representation and general coordination

c)

Treasurer:

Administers the accounts and donations received by the Corporation
Co-signs all contracts
Reports periodically to the Board of Directors on the financial status of the organization
Proposes an adjunct expert in accounting
Prepares a report to be audited by an external Auditor

d)

Secretary:

Maintains the minutes
Maintains the archives, press releases and e-mail
The office of Secretary may be combined with the office of Treasurer

e)

Chief Executive:

The Chief Executive shall be salaried with the responsibilities of hiring or terminating staff, enter into routine contracts, and obtain legal consultation
The Chief Executive will have the right to vote and shall be counted in determining the total number of authorized directors
The salary of the Chief Executive will be determined by the salary's range in the area where the Chief Executive will be serving
 

Sec. 5.03

Removal of Officers:
A board member must meet fiduciary duties with a careful and prudent judgment, have complete adherence to the organization's purpose and rules, and avoid conflict of interest. If removal for "just cause" is contemplated, legal counsel should be consulted.

Article VI

 

MEETINGS OF THE BOARD

 

Sec. 6.01

Meetings:
Shall be conducted via Internet and shall be called by the President of the Board, often as needed.

Article VII

 

ANNUAL AUDITS

 

Sec. 7.01

Annual Audits:
The Treasurer shall have all reports ready for an annual audit to be conducted by an accountant who shall prepare an annual financial statement

Article VIII

 

INDEMNIFICATION AND INSURANCE

 

Sec. 8.01

Indemnification and Insurance:
The corporation may, by resolution of the Board, provide for indemnification by the corporation of any and all of its directors and officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties. The corporation may purchase insurance for such indemnification

Article IX

 

AMENDMENTS OF BY LAWS

 

Sec. 9.01

Amending:
The Bylaws may be amended any time by the 50% plus one of the votes of the Board of Directors

Article X

 

DISSOLUTION OF THE CORPORATION

 

Sec. 10.01

Dissolution:
In the event that the Corporation is dissolved, the residual of accumulated funds, after paying all debts and obligations incurred by the Corporation, will be donated to another organization that has similar principles