PROPOSED
BYLAWS
of
Comunidad Hebrea En San Miguel de Allende,
Asociación Civil (CHESMA)
Preamble and Mission Statement
Comunidad Hebrea En San Miguel de Allende,
Asociación Civil (CHESMA) is an egalitarian community whose members come from a wide range of Jewish beliefs and practices. CHESMA is dedicated to perpetuating all aspects of Jewish life and to fostering a sense of Jewish identity among its members. Our mission is to provide an active Jewish community in San Miguel de Allende, Gto, Mexico by offering religious, educational, cultural, life-cycle and social activities for its members and their friends, as well as charitable actions for the larger San Miguel community. CHESMA seeks to include and accept all Jews (by birth or conversion) and the spouses/cohabiting partners and unmarried minor children (whether Jewish or not) of Jews who wish to worship, study, or pursue cultural or social ties to Judaism. The members of this community adopt the following Bylaws.
ARTICLE I: NAME, DOMICILE, AND PURPOSE
Section 1 – Name and Legal Status
The name of the Association is Comunidad Hebrea en San Miguel de Allende, Asociación Civil (CHESMA, A.C.), a nonprofit civil association organized under the laws of Mexico, with legal domicile in San Miguel de Allende, Guanajuato.
Section 2 – Purpose and Non-Distribution of Assets
The Association is organized exclusively for religious, cultural, educational, charitable, and community purposes and shall operate on a nonprofit basis in accordance with the laws of the United Mexican States, and the state of Guanajuato.
No part of the income, assets, surplus, or patrimony of the Association shall be used for the benefit of, or distributed to, any member, director, officer, committee member, or private individual, except for the payment of reasonable compensation for services actually rendered to the Association or reimbursement of expenses incurred on its behalf, as permitted by applicable law.
Section 3 – ACTA CONSTITUTIVA
In the event of any conflict or inconsistency between these Bylaws and the Acta Constitutiva of the Association, the Acta Constitutiva shall prevail in accordance with Mexican law.
ARTICLE II: NO DISCRIMINATION OR HARASSMENT
The Association shall maintain a policy prohibiting harassment or discrimination in its activities and governance.
ARTICLE III: POLITICAL NEUTRALITY AND LEGAL COMPLIANCE
The Association is constituted as a non-profit civil association pursuant to the applicable provisions of the Código Civil Federal and correlating provisions of the Civil Code of the State of Guanajuato. The Association shall be strictly non-partisan and shall not intervene in political or electoral activities, nor support, oppose, promote, or finance, directly or indirectly, any political party or candidate for public office. No portion of its assets, resources, or activities shall be devoted to political or electoral purposes. In the event the Association obtains authorization to receive tax-deductible donations under the Ley del Impuesto sobre la Renta, it shall strictly comply with all applicable tax provisions and shall refrain from any political campaign activity or electoral intervention, acting at all times in accordance with the Constitución Política de los Estados Unidos Mexicanos and other applicable laws.
ARTICLE IV: JOINT PROJECTS
The Association may engage in joint projects only with egalitarian organizations, except for organizations affiliated with the Masorti movement.
Any joint project with a non-egalitarian organization requires unanimous approval of the voting members of the Board of Directors and must be approved for a specific project and purpose.
The Board of Directors may withdraw from any joint project by a majority vote of the voting members present.
Eligibility will be determined by a majority vote of the Board of Directors.
ARTICLE V: EGALITARIAN
For the purposes of these Bylaws, egalitarian will mean that CHESMA, A.C. will not differentiate religious and secular roles of people due to their gender, or sexual orientation.
ARTICLE VI: MEMBERSHIP
Section 1 – Supreme Authority
Membership is governed by the General Assembly as the supreme authority as provided in Article IX.
Section 2 – Eligibility for Membership
Any person eighteen (18) years of age or older who subscribes to the purposes, values, and governing documents of the Association may apply for membership.
No applicant shall be denied membership solely due to inability to pay dues, provided alternative arrangements are approved.
Section 3 – Membership Dues
Annual dues and assessments shall be established by majority vote of the Board of Directors and communicated to members in writing.
Section 4 – Membership Application and Reconsideration
Application for membership shall be reviewed by the Board of Directors or its designees. Denial of membership shall require majority board approval and written notice to the applicant. An applicant may request reconsideration once within thirty (30) calendar days.
Section 5 — Member Contact Information
Each member shall provide the Association with their current contact information and designated method of communication in writing. Members may designate an email address or another written method of communication for receiving notices from the Association.
Any changes to a member’s contact information or designated communication method must also be submitted in writing to the Association. The Association may rely on the most recent contact information provided in writing by the member.
Section 6 – Categories of Membership
Section 6.1 - Family or Household Membership
A Family or Household Membership consists of two adults, married or cohabiting, residing in the same household, together with their minor children and other direct family members residing in the same household.
For purposes of governance, and voting, the Family, or Household Membership shall constitute a single membership unit. Only the two (2) adult members are voting members. Each adult partner is entitled to one (1) vote and shall be counted individually for quorum purposes.
Minor children and other household family share membership rights with the exclusion of voting and holding office.
In the event of separation or divorce within a Family or Household Membership, each adult partner’s membership will convert to a Single Membership.
Section 6.2 - Single Membership
Single Membership consists of one adult individual and entitles the member to one (1) vote.
Section 6.3 - Additional Categories
The Board may establish additional membership categories by resolution, provided that voting rights are expressly defined.
Section 6.4 - Member Conduct
Members will follow the CHESMA Code of Conduct, which was approved by Board resolution. The Code of Conduct shall be made available to members electronically and in a central location in the building.
Failure to follow the code will be cause for disciplinary action as described in these Bylaws.
Section 6.5 – Membership Data
All member information will be used for verification and remain confidential except as required for purposes of governance, legal compliance, notice delivery, financial administration, or as required by Mexican law, and except as authorized by the member,
ARTICLE VII: RIGHTS OF MEMBERS
For purposes of quorum, voting and governance, a “voting Member” means a member in good standing whose category of membership expressly includes voting rights under these Bylaws.
Section 1 – General Rights
Members in good standing shall have the following rights, subject always to these Bylaws, the resolutions of the General Assembly, and the policies adopted by the Board of Directors.
a) Participation
To participate in the religious, cultural, educational, and communal activities of the Association at member prices.
b) Voting
To vote in meetings of the General Assembly in accordance with the member’s category of membership and the voting procedures established in these Bylaws.
c) Eligibility for Service
To be eligible for election or appointment as an officer, director, or committee member, provided all eligibility requirements set forth in these Bylaws and applicable law are satisfied.
d) Notice and Information
To receive notice of meetings of the General Assembly as required by these Bylaws and applicable law, and to receive such general informational communications regarding the affairs and activities of the Association as the Board of Directors may determine to be appropriate.
e) Attendance
To attend meetings of the General Assembly, subject to notice, quorum, and procedural requirements.
f) Access to Records
To request access to non-confidential Association records expressly required to be made available to members under applicable Mexican law, in accordance with procedures established by the Board of Directors.
g) Burial Service
Chesma members in good standing are entitled to purchase a plot as such may exist, and subject to Jewish custom and ritual.
Section 2 – Financial and Programmatic Matters
1. Any member pricing, reduced fees, or programmatic benefits shall exist only if, and as established, by resolution of the Board of Directors.
2. No member shall acquire a vested or enforceable right to any specific benefit, service, program, fee structure, or activity.
Section 3 – Submissions and Due Process
Members may submit written communications, concerns, or requests for review to the Board of Directors or its designees.
Disciplinary actions affecting membership status shall be governed by the procedures set forth in these Bylaws.
Section 4 – Limitations and Interpretation
1. Membership rights are personal and non-transferable, with the exception of voting by proxy as described in these Bylaws.
2. Nothing in this Article shall be construed to:
a) Create contractual, proprietary, or patrimonial rights;
b) Limit the authority of the General Assembly or Board of Directors.
Section 5 – Preservation Clause
Nothing in these Bylaws is intended to eliminate the customary forms of communal participation historically afforded to members, except as required by law or as reasonably determined by the governing bodies of the Association in furtherance of its purposes.
ARTICLE VIII: MEMBER IN GOOD STANDING
Section 1 – Definition
A Member in Good Standing is a member who:
a) Has been duly admitted to membership in accordance with these Bylaws;
b) Is current in the payment of dues and any other mandatory assessments approved by the Board of Directors, subject to the grace period set forth below;
c) Is in compliance with these Bylaws, and
d) Is not under suspension or other disciplinary sanction imposed in accordance with these Bylaws.
Section 2 – Grace Period for Dues
1. Annual dues shall be payable on the date or dates established by the Board of Directors.
2. A member shall remain in good standing for a grace period of thirty (30) calendar days following the applicable due date for payment of dues.
3. During the grace period, the member shall retain all rights of membership, including voting and eligibility to hold office.
4. Upon expiration of the grace period without payment or an approved alternative arrangement, the member shall automatically lose good-standing status until reinstated.
Section 3 – Alternative Arrangements
The Board of Directors may approve alternative payment arrangements, reduced dues, or temporary waivers based on financial hardship or other reasonable grounds. A member approved for such an arrangement shall be deemed in good standing so long as the arrangement is honored.
Section 4 – Reinstatement
A member who has lost good-standing status due solely to nonpayment may be reinstated upon payment of outstanding dues or compliance with an approved alternative arrangement, without prejudice to continued membership.
ARTICLE IX: GENERAL ASSEMBLY
Section 1 – Powers
The General Assembly of Members (Asamblea General de Asociados) is the supreme governing authority of the Association, in accordance with applicable Mexican law.
The General Assembly has exclusive authority to amend these Bylaws, elect and remove Directors, approve dissolution or merger, approve the appointment of a Rabbi, and exercise authority reserved under Mexican law.
These Bylaws delegate to the Board of Directors the authority provided in these Bylaws with respect to the suspension and expulsion of members, subject to Mexican law.
Section 2 – Binding Effect
Resolutions adopted in compliance with notice and quorum requirements are binding upon the Association.
ARTICLE X: MEETINGS, ELECTIONS, AND SLATE PROCEDURES
Section 1 - Eligibility
Only voting members in good standing may be counted for quorum or cast votes at the General Assembly meeting.
For any meeting, standard corporate hierarchies will be followed for leading the meeting in case of absences: President, Vice President, Secretary, Treasurer
Section 2 – Annual Meeting and Notice
The Annual Meeting shall be held once each calendar year no later than the second Sundayfollowing Passover, unless modified for the year by a majority vote of the Board of Directors.
1. Notice Requirement
Written notice of all Annual or Special Meetings shall be provided at least 30 calendar days in advance, unless there is an election, in which case written notice will be given at least 60 calendar days in advance.
2. Method of Notice
Notice of meetings of the General Assembly shall be given to the members by electronic mail sent to the email address designated by the member in writing to the Association, or by another written communication method designated by the member.
Notice shall be deemed given when the notice is sent by the Association to the contact information provided by the member in accordance with the Membership Article.
Failure of a member to receive notice due to incorrect or outdated contact information shall not invalidate the meeting or any action taken at the meeting, provided that notice was sent in accordance with these Bylaws.
Notice of meetings may also be posted on the Association’s official website or communicated through other electronic platforms used by the Association; however, such postings shall be considered supplemental to the official notice.
3. Content of Notice
The notice shall include:
o Date, time, and place or electronic access for the meeting.
o Agenda or purpose of the meeting
o Any elections or amendments to be considered.
o Contact information for questions or confirmation.
4. Waiver of Notice
Attendance of a member at a meeting of the General Assembly shall constitute a waiver of notice of that meeting, unless the member attends for the sole purpose of objecting, at the beginning of the meeting, that the meeting was not properly called or noticed.
A member may also waive notice of a meeting in writing before or after the meeting.
Section 3 – Nominating Committee
No later than seventy-five (75) days prior to the Annual Meeting that includes officer elections, the President shall appoint a Chair of the Nominating Committee. The chair will select at least 2 members in good standing to form the Nominating Committee. Committee members may not be current officers, directors, or candidates for office, or their spouse or partners.
The Nominating Committee acts independently and has a duty of neutrality and fairness.
Section 4 – Solicitation and Submission of Slates
1. A call for nominations shall be issued no later than sixty (60) days prior to the Annual Meeting.
2. Nominations may only be submitted as complete slates for all elected Officer positions.
3. Each slate must contain a brief biography of each candidate and a description of the slate’s vision for CHESMA.
4. The Nominating Committee shall verify eligibility of all candidates.
5. Slates must be submitted no later than thirty-five (35) days prior to the Annual Meeting to allow the nominating committee to verify their qualifications. Slates may not be submitted after this date.
6. If no complete slate is submitted by the stated deadline, or if a slate becomes incomplete prior to the election, the nominating committee shall reopen nominations.
Section 5 – Announcement of Slates
The nominating committee will announce the slate it is nominating no later than thirty (30) calendar days prior to the Annual Meeting by verifiable means.
The announcement shall include:
Names of candidates.
Offices sought.
Each candidate’s background.
The slate’s vision statement.
The nominating committee’s recommended slate.
· After the nominating committee’s announcement, any complete slate that wants to run for office must submit their slate including names and position desired, each person’s brief biography, and slate’s vision for CHESMA to the Nominating committee for eligibility verification by 23 days before the annual meeting.
· The nominating committee will verify the slate’s eligibility and announce eligible slates no later than 21 days before the annual meeting.
All slates will have the ability to send one message to members describing their qualifications, why they are running, and vision for CHESMA prior to the start of voting.
The slate nominated by the nomination committee will be listed as the nominated slate.
The statement that in the event of a tie vote, the meeting will recess for not more than 14 days, when a runoff election will take place between the tied slates,
Failure of the Board or Community to adhere strictly to any of the foregoing requirements shall not invalidate any election so long as the Community has been given reasonable notice of said election and a quorum, as defined in Section 8, is present.
Section 6 – Voting Procedures
1. Voting shall occur at the Annual Meeting in person, by secure electronic means, or by proxy.
2. Each voting member may vote for one (1) complete slate only.
3. Voting by Proxy:
i. Any CHESMA, A.C. member entitled to vote at a General Assembly may be represented by another voting Member entitled to vote through a written proxy.
ii. The proxy must:
· Use the CHESMA, A.C. proxy form.
· Be signed by the Member granting the proxy.
· Identify the Member granting the proxy and the Member acting as proxy.
· State the date and location of the meeting for which it is valid.
iii. Proxies must be delivered to the Secretary for certification no later than one (1) hour before the start of the meeting. Any proxy submitted after that time will be considered invalid. The Secretary shall verify eligibility and record valid proxies in the attendance list. If a proxy is determined to be invalid for any reason, the proxy will not be counted.
iv. A proxy is valid only for the meeting specified and may be revoked in writing at any time before voting. A member’s personal attendance or electronic vote automatically revokes the proxy,
v. Members represented by valid proxies shall be counted for quorum and voting purposes.
vi. No Member may hold more than 1 proxy at any single General Assembly.
vii. CHESMA, A.C. officers and directors may not vote by or hold proxy.
4 Electronic Voting
Electronic voting shall be permitted to the extent allowed by applicable Mexican law. Electronic votes may be submitted beginning seven (7) days prior to the Annual Meeting and must be received by the Association no later than 9:00 a.m. on the day of the election.
If electronic voting is later determined to be impermissible for a specific resolution or action under applicable law, any votes cast electronically and any actions taken pursuant to such votes shall remain valid and effective unless and until expressly revoked or modified by the General Assembly.
If any method of voting described in these Bylaws is later determined to be impermissible under applicable law for a particular action or resolution, the Association shall conduct such vote using any method permitted by applicable law without invalidating the meeting or the action taken.
5 Electronic Participation
Members may participate in meetings of the General Assembly through electronic means that allow them to hear and be heard simultaneously with other participants. Members participating electronically shall be considered present for purposes of quorum.
Members participating electronically may not vote during the meeting and must submit any vote in advance by email or another written method approved by the Association in accordance with Section 6.4.
6.The Nominating Committee or board approved designee shall count and certify the votes.
Section 7 – Certification and Assumption of Office
1. Minutes of the Annual Meeting shall be taken by the Secretary or a designated substitute.
2. The minutes shall:
o Record the authority under which the meeting was called.
o Confirm quorum.
o Record all motions, votes, and resolutions.
o Be signed by the Secretary and the President.
3. Approved minutes shall be entered into the official records of the Association and shall have full legal effect.
4. All proxies and electronic votes will be saved and retrievable as part of the records of the meeting.
Election results shall be announced at the Annual Meeting and recorded in the minutes by the Secretary of the Board. Officers assume office immediately upon adjournment.
In the event of a tie, the meeting will recess for no more than 14 days when a runoff election will be held. Notice of the runoff will be sent to members no less than 3 days prior to the election. Eligible members may email votes to be received by 9:00am on the day of the vote. If the vote is still tied, the meeting will be recessed for no more than 7 days with 3 days notice. The 7 day recesses will continue until a winner is determined.
The current Board of Directors will continue to govern until a new board is elected.
Section 8 – Quorum
One quarter (1/4) of voting members constitutes a quorum. Voting may occur in person, by proxy, or by electronic means in accordance with the procedures described in Section 6 of this Article and to the extent permitted by applicable Mexican law.
The Secretary will certify that a quorum has been established. In the Secretary’s absence, the Nominating Committee Chair or board approved designee will certify the quorum.
Once quorum is established at a meeting, it shall be deemed to continue for the transaction of business.
If a quorum is not established the meeting will be rescheduled and the current board will continue until new officers have been elected.
Section 9 - Quorum, Proxies, and Recessed Meetings
1. Quorum.
The quorum required for a General Assembly meeting shall be as established in these Bylaws. The existence of a quorum shall be determined at the time the meeting is called to order and recorded in the minutes.
2. Continuity of Quorum.
Once the existence of a quorum has been duly established, it shall be deemed to continue for the duration of the meeting and for any recessed continuation thereof, notwithstanding the subsequent withdrawal, absence, or non-participation of any member or proxy holder, unless otherwise required by applicable law.
3. Recessed Meetings.
The General Assembly may recess a meeting to a later date for the purpose of completing unfinished business, including runoff elections resulting from tied votes. A recessed meeting shall constitute a continuation of the original meeting and shall be limited strictly to the business for which the recess was declared. No new business shall be introduced.
4. Notice of Recessed Session.
Notice of the date and time of the recessed meeting shall be provided to all members in accordance with these Bylaws and applicable laws. The validity of the recessed session shall not be affected solely by changes in attendance between the original and recessed dates.
5. Proxies.
Members may appoint another member as their proxy to attend and vote at a General Assembly meeting. All proxies must be in writing, identify the member and proxy holder, and be submitted to the Secretary in accordance with these Bylaws.
Validity of Proxies for Recessed Meetings.
Proxies granted for the original meeting shall remain valid for any recessed continuation of that meeting, including any runoff elections or other unfinished business arising from the original session, unless expressly revoked in writing by the member. The validity of a proxy shall not be affected solely by the passage of time between the original and recessed session, provided that the recessed meeting occurs within the time period authorized by these Bylaws.
ARTICLE XI: SPECIAL MEETINGS OF THE GENERAL ASSEMBLY
Section 1 – Authority to Call a Special Meeting
A Special Meeting of the General Assembly (Asamblea General Extraordinaria) may be called only for specific and limited purposes and may be convened by any of the following:
a) The President of the Association;
b) A majority of the Board of Directors acting by resolution; or
c) A written petition signed by at least twenty percent (20%) of the voting members in good standing.
d) The secretary of the Association, solely for the limited purposes of resolving a procedural challenge to a General Assembly action, where such a challenge alleges noncompliance with:
· “Notice requirements.”
· “Quorum requirements.”
· “Voting procedures,”
as expressly set forth in these Bylaws.
e) The Chair of the nominating Committee, solely for the limited purpose of resolving a procedural challenge to an election, where such challenge alleges noncompliance with:
· “Nomination procedures.”
· “Eligibility requirements,”
· “Election or vote counting procedures.”
as expressly set forth in these Bylaws
No other person or body is authorized to call a Special Meeting.
Section 2 – Written Request by Members
1. A member-initiated request for a Special Meeting must:
o Be submitted in writing to the Secretary of the Association.
o Clearly state the specific purpose(s) for which the meeting is requested.
o Bear the names, signatures, and dates of the requesting members.
2. Electronic signatures shall be acceptable if they are verifiable and attributable to the member.
3. Upon receipt, the Secretary shall:
o Verify the eligibility and good standing of the signatories.
o Certify whether the numerical threshold has been met within five (5) calendar days.
Section 3 – Obligation to Convene
Once a valid request has been certified, the President or, in the President’s absence or refusal, the Vice President, must convene the Special Meeting.
The meeting shall be scheduled to occur no earlier than fifteen (15) calendar days and no later than thirty (30) calendar days from the date of certification.
Failure of the President or Vice President to act shall authorize the Board of Directors to convene the meeting directly.
Section 4 – Notice of Special Meeting
1. Written notice of the Special Meeting shall be provided to all voting members at least fifteen (15) calendar days prior to the meeting.
2. Notice shall be delivered by verifiable electronic means or physical mail and shall include, at minimum:
o The date and time of the meeting.
o The physical location and/or electronic access information.
o A clear and complete statement of each item of business to be considered.
o The identity of the authority calling the meeting.
3. The Secretary shall retain proof of delivery of notice as part of the Association’s permanent records.
Section 5 – Limitation of Business
1. Only the business expressly stated in the notice of the Special Meeting may be considered or acted upon.
2. No additional motions, resolutions, elections, amendments, or decisions may be introduced or voted upon, even if a quorum is present.
3. Any action taken outside the stated purpose shall be null and void.
Section 6 – Quorum and Voting
1. The quorum requirement for a Special Meeting shall be the same as for an Annual Meeting, unless a higher quorum is required by these Bylaws or applicable Mexican law.
2. Voting shall be conducted as described earlier in these Bylaws.
3. Each voting member may cast only one vote per authorized voting unit.
Once the existence of a quorum is established at a meeting, it shall be deemed to continue for the transaction of business unless challenged and verified otherwise.
Section 7 – Minutes and Certification
o Minutes of the Special Meeting shall be taken by the Secretary or a designated substitute.
o The minutes shall:
o Record the authority under which the meeting was called.
o Confirm quorum.
o Record all motions, votes, and resolutions.
o Be signed by the Secretary and the President.
o Approved minutes shall be entered into the official records of the Association and shall have full legal effect.
Section 8 – Challenges to a General Assembly meeting
Any internal challenge to an action taken at a general assembly meeting must be sent in writing to the Board Secretary within 15 days of the action or meeting being challenged. If the challenge is regarding the election the challenge should be sent to the Chair of the Nominating Committee. The Secretary or nominating committee chair will send a written receipt of the filing within 2 days of receipt. The Secretary or Nominating Committee chair will distribute the challenge to the members of the board and arrange a mediation with a member both sides agree on. If they cannot come to an agreement, the Secretary or Nominating Committee Chair can call a special meeting of the General Assembly to resolve the challenge.
The written challenge must clearly state the grounds for the challenge, and the specific procedural or substantive violation alleged.
Failure to submit a written objection within this period shall constitute waiver of internal remedies with respect to such resolution.
Section 9 – Legal Character
Special Meetings convened in accordance with this Article shall constitute valid Extraordinary Assemblies under Mexican civil law, and their resolutions shall be binding upon the Association, provided all procedural requirements have been met.
ARTICLE XII: OFFICERS
Section 1 – Officers and Terms
The Officers are President, Vice President, Secretary, and Treasurer, elected for two-year terms.
Officers act under the authority and limitations defined in the Bylaws. No officer may act alone to bind the Association unless expressly authorized by the Board or General Assembly.
All officers serve without compensation except for reimbursement of reasonable expenses.
All officers should be able to converse in both Spanish and English
Section 2 – Eligibility
1. Officers must be members in good standing for at least one (1) year and residents of Guanajuato or Querétaro for at least seventy-five percent (75%) of the year.
2. Elected Officers and Directors must be Jews by birth (having at least one Jewish parent and being raised Jewish) or by conversion through an ordained Rabbi.
3. Interim or temporary appointments to fill a vacancy between elections may be made in accordance with Article XIV.
4. Nothing in this section shall be interpreted to retroactively invalidate actions taken in good faith by duly appointed Officers and Directors.
Section 3 - Limitation of Authority
1. General Limitation of Authority.
Officers shall act solely within the authority expressly granted to them by these Bylaws or by resolution of the General Assembly or the Board of Directors. No Officer shall bind the Association, incur obligations, enter into contracts, or represent the Association before third parties unless duly authorized as provided herein.
2. Formal Grant of Representative Authority.
Any act of legal representation, administration, banking, contracting, or any other act intended to bind the Association before third parties shall be exercised only by natural persons who have been expressly granted written authority by resolution of the Board of Directors or the General Assembly, and such authority shall be formalized in the manner required by applicable Mexican law to be valid and enforceable against third parties.
3. Scope and Limitations.
Any authority granted shall be limited to the specific scope, purpose, and duration set forth in the authorizing resolution and shall be exercised subject to the oversight and coordination of the Board of Directors.
4. No Authority of Committees as Bodies.
No committee, including the Executive Committee, shall itself hold or exercise legal authority to bind the Association. Any such authority shall be exercised exclusively by duly empowered natural persons.
Section 4 – President
The president presides at meetings of the General Assembly, and Board of Directors, provides leadership to the Board of Directors, serves as spokesperson of the Association, but does not unilaterally control financial, contractual, or administrative matters.
Section 5– Vice President
The Vice President assists the President and acts in their stead when necessary.
Section 6 – Secretary
The Secretary maintains minutes, records, and official documents.
Section 7 – Treasurer
The Treasurer oversees financial records, reporting, budgeting, and compliance, but may not act as the sole signatory. The treasurer presents a written financial report at the annual general meeting.
Section 8 – Authority and Limitations
No officer acting alone may bind the Association except as expressly authorized.
ARTICLE XIII: BOARD OF DIRECTORS
For the purposes of this Article, an “emergency” means a circumstance requiring immediate action to prevent material financial loss, legal exposure, or significant operational disruption, and where delay until the next Board meeting is impracticable.
All Directors serve without compensation except for reimbursement of reasonable expenses.
Section 1 – Composition and Quorum
The Board of Directors shall consist of:
a) Elected Officers of the Association (President, Vice President, Secretary, Treasurer);
b) At-large members approved by a majority vote of the Board; and
c) Committee chairs designated by the Board to serve as members of the Board.
All Directors on the Board under subsections (a), (b) and (c) are voting members, unless the Board resolution appointing them at-large member or committee chair expressly designates the role as non-voting.
Quorum for Board meetings shall be a majority of voting members, as defined above.
Section 2 – Authority and Fiduciary Duties
The Board of Directors is the collective governing body of the Association and manages the affairs of the Association in accordance with these Bylaws.
The Board acts only as a body at duly convened meetings with a quorum present and may delegate specific authority to Officers, committees, or individuals only by resolution, subject to the limitations set forth in these Bylaws.
No individual Director or Officer shall have independent governing authority unless expressly authorized by the Board of Directors or the General Assembly.
Section 3 – Hiring Outside Consultants and Advisors
The Board of Directors may retain legal, accounting, or other professional consultants and advisors as necessary for the administration of the Association.
Section 4 - Board of Directors Meetings
Section 4.1 – Regular Board Meetings
The Board of Directors will meet at least once each month unless the board votes to postpone a meeting for at most one month. The secretary will present the minutes from the previous board meeting, which must be approved by a majority vote, and the treasurer will present a written financial statement at each board meeting. With the exception of Executive Sessions as described below, all board meetings are open to all members. Only members of the Board as described above vote.
Section 4.2 – Executive Sessions
The Board may enter Executive Sessions by majority vote to discuss legal, personnel, financial, discipline or other confidential matters with only board members present. Actions taken in executive session shall be recorded in a summary form in the official minutes without disclosure of confidential details.
Board members shall maintain the confidentiality of all non-public matters discussed in executive session.
Section 5 – Board Policies
Board policies shall be adopted by majority vote at a duly convened Board meeting and recorded in the minutes. Policies shall not conflict with these Bylaws.
Section 6 – Record Retention
The Board shall adopt a document retention and destruction policy consistent with Mexican law.
Section 7 – Board Resignations
Board Directors and Officers may resign from the board in writing. Resignations are effective upon receipt unless a later termination date is given in writing. Resignations may be withdrawn past these dates with Board consent.
Section 8 – Prohibition of Board Action Outside Meetings
Except as expressly authorized in these Bylaws, all decisions of the Board of Directors shall be made only at duly convened Board meetings, whether held in person or by permitted electronic means, with quorum present.
No action of the Board shall be valid if taken outside a meeting unless all voting Directors provide unanimous written or electronically verifiable consent to the specific action.
Any action approved by unanimous consent shall be documented in writing and entered into the minutes of the next duly convened Board of Directors meeting.
Any action taken outside a meeting without satisfying these conditions shall be null and void and shall have no legal effect.
Failure to attach unanimous written consent to the minutes shall not invalidate the action if unanimous written or electronically verifiable consent can otherwise be demonstrated.
Emergency actions may still be taken by the Executive Committee as provided in Article XVI, Section 6.1, but such actions must be ratified by the full Board at the next duly convened meeting.
Nothing in this section limits the authority of the Board of Directors to act directly at any duly convened meeting where quorum is present.
Section 9 — Discipline, Suspension, Expulsion, and Appeal
The Board of Directors may impose disciplinary action for cause, including temporary suspension of membership rights for up to twelve (12) months or permanent expulsion as set forth in these Bylaws subject to appropriate Mexican law.
Cause includes, but is not limited to, material violation of these Bylaws, the CHESMA Code of Conduct, or breach of duly adopted policies; proselytizing, conduct materially harmful to the Association or its members; harassment or discrimination; financial misconduct; or actions exposing the Association to legal or reputational risk.
Except as provided below, disciplinary action shall be preceded by an impartial review conducted by an ad hoc committee appointed by the Board, followed by written notice and a reasonable opportunity to be heard.
Except in cases of emergency temporary suspension as expressly provided herein, the Board shall not vote on permanent expulsion unless it has received the written findings of the ad hoc committee, or the affected member has knowingly and voluntarily waived such review in writing.
Where the Board determines that immediate action is necessary to prevent material harm to the Association or its members, the Board may impose a temporary suspension without prior review or notice, provided that review, notice, and an opportunity to be heard are provided promptly thereafter.
For purposes of the Section, ‘promptly thereafter’ shall mean written notice to the member within five (5) calendar days of the suspension and an opportunity to be heard within fifteen (15) calendar days thereafter, unless exceptional circumstances are documented in the minutes.
A temporary suspension does not constitute expulsion and shall automatically expire at the end of the stated suspension period unless extended or converted into expulsion by further Board action.
Following review, or where the nature or severity of the conduct warrants direct action, the Board may permanently expel a member for cause by a two-thirds (2/3) vote of the voting Directors present at a duly convened meeting.
A member who has been suspended or expelled may submit a written appeal within thirty (30) days of receipt of written notice. In the case of suspension, the Board shall consider any request for reconsideration within a reasonable time not to exceed thirty (30) days absent exceptional circumstances. Appeals from expulsion, and any appeal not resolved by Board reconsideration, shall be preserved for review by the General Assembly at its next duly convened meeting. On such review, the General Assembly may affirm, modify, or overturn the Board’s decision by majority vote of the voting members present. No special meeting shall be required, and the Board’s decision shall remain in effect pending review. The expiration of a suspension shall not eliminate the right to appeal.
No suspended or expelled member shall be entitled to any refund, reimbursement, or credit of dues or other payments. No Director, Officer, committee member, or volunteer acting in good faith under this Section shall retaliate against any member for participating in this process.
Any suspension extending beyond the next regularly scheduled General Assembly, and any permanent expulsion, shall be reported to the General Assembly. Such authority is exercised by the Board of Directors pursuant to the adoption of these Bylaws by the General Assembly and subject at all times to the applicable Mexican law. All disciplinary actions shall be recorded in the minutes.
Section 10 – Hiring a CHESMA Rabbi
The Board may engage rabbinical services subject to General Assembly approval.
The appointment of any rabbi by the board must be approved by the General Assembly. The Rabbi may not be a member of the Board of Directors.
Section 11 – Banking, Financial Control, and Powers of Attorney
The Board of Directors shall establish policies governing the financial administration of the Association, including the selection of financial institutions, authorized signatories, and internal financial controls.
The Board shall designate at least three (3) authorized signatories for the Association’s bank accounts, and any two (2) authorized signatories shall be required for financial transactions unless otherwise required by banking agreements approved by the Board.
Powers of attorney (poderes) for acts of administration, banking, or legal representation shall be granted only to named natural persons by resolution of the General Assembly or the Board of Directors and shall be formalized in accordance with applicable Mexican law.
No committee, including the Executive Committee, may itself hold or exercise powers of attorney. Committees may recommend actions or coordinate administrative matters but may not legally bind the Association unless authority has been granted to an individual pursuant to this section.
Emergency administrative actions taken by the Executive Committee must be reported to and ratified by the Board of Directors at the next duly convened meeting.
Section 12 – Legal Advice and Representation
The Board of Directors may authorize the use of Association funds to obtain legal advice or representation in matters affecting the governance or legal interests of the Association provided such authorization is adopted by formal Board resolution.
ARTICLE XIV: VACANCIES AND REMOVAL
Vacancies may be filled by the Executive Committee with Board approval.
Any Board member who fails to attend three (3) consecutive regular Board meetings without valid excuse may be removed from the Board by a two-thirds vote of the remaining voting Directors. The member must receive written notice of the proposed removal and an opportunity to provide justification prior to the vote.
Officers and Directors may be removed by the General Assembly. Removal of an Officer or Director by the General Assembly shall require prior written notice to the individual and an opportunity to be heard before the vote.
In the permanent vacancy of the President, the Vice President shall serve as President and the Board will follow the procedures for filling the Vice President position.
ARTICLE XV: ADMINISTRATIVE STAFF
The Board of Directors may employ administrative staff to oversee, implement, and manage the day-to-day operations of the Organization, ensuring alignment with CHESMA's goals and strategic objectives. The senior staff shall report to the Board and shall be responsible for the execution of policies and programs established by the Board.
ARTICLE XVI: COMMITTEES
Section 1 – Creation and Authority
The Board of Directors may establish, modify, or dissolve standing or ad hoc committees as it deems necessary to carry out the purposes of the Association. All committees operate under the authority of, and are accountable to, the Board of Directors. Committees are subordinate to The Board of Directors which may override or modify any decision made by a committee.
Committees have no independent legal authority and may not bind the Association except as expressly authorized by the Board.
Section 2 – Appointment of Committee Chairs
All committee chairs shall be appointed and may be removed by a majority vote of the Board of Directors.
The Board may solicit expressions of interest or recommendations from members, but final authority for the selection, confirmation, and removal of committee chairs rests exclusively with the Board.
Committee chairs may, at the discretion of the Board, be named members of the Board of Directors.
Removal of a committee chair shall require a majority vote of the Board following written notice and opportunity for the chair to respond. Immediate removal without prior notice may occur in cases of dissolution of the committee, or urgent risk to the Association, subject to ratification at the next Board meeting.
Section 3 – Committee Membership
Each committee chair shall have the authority to appoint, organize, and remove members of their committee, in such number and with such qualifications as the chair deems appropriate to fulfill the committee’s responsibilities.
Committee members are not required to be members of the Board of Directors unless otherwise specified in these Bylaws.
The Board of Directors retains authority to:
· Remove any committee member for cause; and
· Dissolve or reconstitute any committee in whole or in part.
For purposes of removal of a committee member or chair for cause, “cause” shall include material violation of these Bylaws, failure to perform assigned duties, misconduct, conflict of interest or actions contrary to the mission of the Association.
Section 4 – Oversight and Reporting
Each committee shall meet as necessary and shall report its activities, recommendations, and expenditures to the Board of Directors at such times and in such manner as the Board may require.
Committees shall operate within Board-approved budgets and policies. No committee may incur expenses or obligations beyond those approved by the Board without prior board approval.
Section 5 – Standing Committees and Their Functions
The Association shall maintain standing committees to support its mission and operations. The Board of Directors may create new committees, modify the scope or existence of any committee by resolution.
All committees act in an advisory and operational capacity within authority delegated by the Board and shall not exercise powers reserved to the General Assembly, Board of Directors, or Officers.
5.1 - Committee Budget Submission
a. Each committee chair shall submit an annual budget for their committee’s activities, programs, and initiatives to the Board of Directors for review and approval.
b. Budgets must be submitted within the timeframe and format specified by the Board and in accordance with the fiscal year (Article XVII).
c. Committees may not incur expenses or commit resources beyond the amounts approved in their Board-approved budgets without board approval.
Section 6 - Standing Committees
Section 6.1 - Executive Committee
Purpose:
To ensure continuity of operations between Board meetings and to provide strategic coordination among Officers.
Functions:
1. Address matters of ordinary administration requiring prompt attention between Board meetings.
2. Coordinate implementation of Board policies and resolutions.
3. Serve as a planning and advisory body to the Board.
4. Recommend banking institutions, signatories, and financial controls to the Board.
5. Refer disputes or grievances not otherwise assigned for nonbinding review and recommendation.
6. Report all actions taken to the Board at its next meeting for review and ratification.
The Executive Committee shall not exercise powers expressly reserved to the Board or General Assembly.
Members of the same household may not serve on the Executive Committee at the same time.
Section 6.2 -Membership Committee
Purpose:
To foster a welcoming, engaged, and growing membership.
Functions:
1. Develop and implement strategies for attracting new members.
2. Orient new members to the Association’s mission, governance, and programs.
3. Maintain membership records in coordination with the Treasurer and Secretary.
4. Support member retention through engagement initiatives.
5. Assist with membership renewals and dues communication.
6. Recommend membership policies to the Board.
Section 6.3 - Fundraising Committee
Purpose:
To secure financial resources necessary to sustain the Association’s mission.
Functions:
1. Design fundraising campaigns consistent with nonprofit purposes.
2. Coordinate fundraising events and appeals.
3. Identify grant opportunities and donor prospects.
4. Coordinate with Friends of CHESMA A.C. or similar entities, subject to Board approval.
5. Ensure compliance with donor intent and applicable law.
6. Submit fundraising plans and results to the Board.
Section 6.4 - Nominating Committee
Purpose:
To ensure fair, orderly, and transparent elections.
Functions:
1. Solicit nominations for Officer positions.
2. Verify eligibility of nominees under these Bylaws.
3. Certify complete slates of candidates.
4. Administer election procedures as provided in Article X section 6.
5. Count, certify, and report election results to the General Assembly.
6. Maintain confidentiality and neutrality throughout the election process.
7. Resolve procedural questions or challenges related to the nomination process or the conduct of the election.
Members of this committee may not be Officers, Directors, candidates for officer or director positions, or their spouses or partners.
Section 6.5 - Programming Committee
Purpose:
To develop and coordinate cultural and community programming.
Functions:
1. Plan lectures, forums, films, celebrations, concerts, and community events.
2. Coordinate scheduling and logistics of programs.
3. Collaborate with other committees to avoid conflicts and duplication.
4. Evaluate program effectiveness and participation.
Section 6.6 - Ritual Committee
Purpose:
To oversee religious and ritual life in accordance with the Association’s egalitarian principles.
Functions:
1. Coordinate religious services, holidays, and life-cycle events.
2. Recommend religious education curricula for Board approval.
3. Recommend religious educators or leaders to the Board for approval.
4. Establish guidelines for ritual practice and space usage for Board approval.
Congregational leaders and their spouses or partners shall not serve as Chair of the Ritual Committee. Any appointments made in violation of this provision shall be void unless approved by a two-thirds (2/3) vote of the Board following full disclosure of the potential conflict of interest.
Section 6.7 - Communications Committee
Purpose:
To ensure clear, accurate, and timely communication.
Functions:
1. Prepare and distribute newsletters, announcements, and digital communications.
2. Maintain and update the Association’s website and online platforms.
3. Support promotion of events and programs.
4. Ensure consistency of messaging and branding.
5. Coordinate communications with other committees.
Section 6.8 -Tzedakah (Social Action) Committee
Purpose:
To guide the Association’s charitable and social responsibility activities.
Functions:
1. Identify community needs locally and beyond.
2. Recommend charitable distributions to the Board.
3. Coordinate volunteer service activities.
4. Oversee Bikkur Cholim (visiting the sick) and related efforts.
5. Ensure charitable activities align with nonprofit purposes.
Section 6.9 -Education Committee
Purpose:
To develop and oversee educational initiatives for all ages.
Functions:
1. Develop educational programs and curricula.
2. Coordinate classes, workshops, and lectures.
3. Support lifelong learning initiatives.
4. Evaluate educational outcomes and participation.
5. Coordinate scheduling and facilities with other committees.
Section 6.10 - Hospitality Committee
Purpose:
To promote a welcoming and inclusive community atmosphere.
Functions:
1. Welcome members and visitors at events and services.
2. Coordinate volunteers for setup, hospitality, and cleanup.
3. Support event logistics in coordination with other committees.
4. Promote inclusion and accessibility.
Section 6.11- Building and Facilities Committee
Purpose:
To ensure safe, functional, and well-maintained facilities.
Functions:
1. Oversee maintenance, repairs, and improvements.
2. Recommend capital projects to the Board.
3. Monitor safety, accessibility, and security conditions.
4. Manage furnishings and equipment inventories.
5. Coordinate with external vendors as authorized.
Section 6.12 - Security Committee
Purpose:
To enhance safety and risk preparedness.
Functions:
1. Assess security risks and vulnerabilities.
2. Recommend security policies and procedures.
3. Coordinate with law enforcement or security professionals as appropriate.
4. Support emergency preparedness and response planning.
5. Advise on security for events and facilities.
ARTICLE XVII: FISCAL YEAR
The Fiscal year is January 1 through December 31
ARTICLE XVIII: ADVISORY BOARD
Section 1 – Purpose
The Advisory Board is a consultative, non-governing body established to provide expertise, perspective, and advisory guidance to the Board of Directors and Officers of CHESMA, A.C., in furtherance of the Association’s mission.
Section 2 – Authority
1. The Advisory Board has no legal, fiduciary, financial, or managerial authority.
2. It may provide advice and recommendations only when requested by the Board of Directors or Officers.
3. The Advisory Board cannot:
a. Bind the Association or enter into contracts;
b. Expend funds or authorize payments;
c. Direct staff, committees, or volunteers; or
d. Represent CHESMA before third parties.
Section 3 – Membership and Appointment
1. Members of the Advisory Board are appointed and may be removed at the sole discretion of the Board of Directors.
2. Advisory Board members may include former leaders, community members, or professionals with relevant expertise.
3. Members serve without compensation and may be invited to attend Board or committee meetings without voting or quorum rights.
Section 4 – Duties and Conduct
1. Advisory Board members shall:
a. Provide advice, recommendations, and expertise as requested;
b. Maintain strict confidentiality regarding all Association matters. Violation of confidentiality by an Advisory Board member shall constitute grounds for immediate removal by the Board of Directors;
c. Disclose any conflicts of interest in accordance with Article XIX.
2. Advisory Board members shall not interfere with the governance, financial management, or operational decisions of the Association.
Section 5 – Governance
1. The Advisory Board is subject at all times to the authority of the General Assembly, Board of Directors, and Officers, and its existence does not modify or limit the powers reserved to those governing bodies.
2. All actions of the Advisory Board are advisory only and do not create legal obligations for the Association.
Section 6 – Documentation
The Board of Directors shall maintain a record of all Advisory Board appointments, terms, and activities for reference, without affecting legally binding records or resolutions.
ARTICLE XIX: CONFLICT OF INTEREST
Any person serving as an officer, director, committee chair, or committee member with a personal or financial interest in a matter must disclose the conflict and abstain from discussion and voting and may not be counted for quorum on that item. Disclosure shall be recorded in the minutes.
Failure to disclose a known conflict of interest may constitute grounds for removal from office or committee position following notice and opportunity to be heard.
ARTICLE XX: AMENDMENTS
These Bylaws may be amended at a General Assembly by a two-thirds (2/3) vote of the members present or voting by verifiable electronic means provided a quorum is p/resent as defined in these Bylaws and applicable Mexican Law.
Proposing Amendments
Amendments to these Bylaws may be proposed by:
a) A resolution of the Board of Directors; or
b) Written petition signed by at least twenty percent (20%) of the voting members in good standing.
Notice to Members
Written notice of any proposed amendment shall be provided to all voting members at least thirty (30) calendar days prior to the meeting at which the amendment will be considered.
Notice may be delivered via verifiable electronic means (email or secure online platform) or by physical mail.
The notice shall include:
i. The text of the proposed amendment in full;
ii. The identity of the proposer (Board or member petition); and
iii. Instructions for voting, including electronic voting if permitted.
An amendment shall be adopted upon a two-thirds (2/3) vote of members present or voting by verifiable electronic means, provided a quorum is present as defined in these Bylaws.
Effective Date
Approved amendments shall take effect immediately unless otherwise specified in the text of the amendment.
ARTICLE XXI: PARLIAMENTARY AUTHORITY
Meetings shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, insofar as they are not inconsistent with these Bylaws or applicable Mexican law.
The President, or any person lawfully presiding over a meeting, shall retain full parliamentary rights, including the right to participate in discussion, make and second motions, and vote on all matters, and shall not be required to relinquish the chair in order to exercise such rights.
In the event of a conflict between Robert’s Rules of Order and the Acta) Constitutiva, these Bylaws and applicable Mexican law shall control Robert’s Rules shall apply only to the extent not inconsistent therewith.
ARTICLE XXII: PROHIBITED ACTIVITIES
Section One - Members not to Profit
No member of the Community shall receive any of the earnings or pecuniary profit from the operations of the Community. This shall not prevent the payment to any such person of reasonable compensation for services rendered or the reasonable fair market value of goods sold to or for the Community in carrying out any of its purposes.
Section Two - Mexican Law
Notwithstanding any other provision of these Bylaws, no Officer,
Director, Clergy, Member, professional staff member or other employee or representative of the Community shall take any action or carry on any activity by or on behalf of the Community not permitted to be taken or carried on by Mexican Law
Section Three - Limitation on Indebtedness
The Board may not, without the approval of a majority of the members in good standing, incur any single expense exceeding 25 percent of CHESMA’s total funds.
ARTICLE XXIII: INDEMNIFICATION
The Association shall indemnify and hold harmless the members of the Board of Directors, the officers, and the committee members against liabilities, claims, damages, expenses, and reasonable costs, including reasonable legal fees, arising from actions taken in good faith in the performance of their duties on behalf of the Association, except in cases of fraud, intentional misconduct, gross negligence, or violation of applicable law or these Bylaws.
For purposes of these Bylaws, the term “indemnification” refers to the protection and reimbursement of reasonable expenses or liabilities incurred byDirectors, officers, or committee members acting in good faith in the performance of their duties for the Association.
This indemnification shall not apply to internal disciplinary or governance proceedings of the Association, including matters relating to suspension, removal from office, expulsion, or other disciplinary actions taken pursuant to these Bylaws.
ARTICLE XXIV: SEVERABILITY
If any provision of these Bylaws is determined to be invalid or unenforceable under applicable law, such determination shall not affect the remaining provisions, which shall remain in full force and effect.
ARTICLE XXV: DISSOLUTION OR MERGER
The Association may be dissolved or may approve a merger with another legally constituted nonprofit entity, only by resolution of the General Assembly adopted by at least two-thirds (2/3) of the voting members present at a meeting with quorum of at least 50% of the members, or by such higher vote as may be required by the Acta Constitutiva or applicable Mexican law.
In the event of dissolution, the Board of Directors shall be responsible for the liquidation of the Association and shall wind up its affairs in accordance with applicable Mexican law. The Board may appoint one or more liquidators, including external professionals, to assist in or conduct the liquidation process. All debts and liabilities shall be paid or adequately provided for prior to any distribution of assets. After satisfaction of liabilities, the remaining assets shall not be distributed to any member, Director, Officer, or private individual. Such assets shall be transferred exclusively to one or more nonprofit civil associations or public charitable institutions legally constituted in Mexico with purposes similar to those of the Association and operating in accordance with applicable Mexican law. If the Association has authorization to receive tax-deductible donations at the time of dissolution, the remaining assets shall be transferred in compliance with the applicable tax laws governing authorized donee organizations. The resolution of dissolution and liquidation shall be formalized and registered as required by applicable Mexican law.
In the event of merger, the resolution approving the merger shall identify the surviving or resulting entity, the treatment of the Association’s assets and liabilities, and the effective date of the merger, all subject to the Acta Constitutiva and applicable Mexican law. No merger may result in the distribution of the Association’s assets to any member, Director, Officer, or private individual.
ARTICLE XXVI: MISCELLANEOUS
1. All actions taken under prior Bylaws are hereby ratified and confirmed to the fullest extent permitted by law.
2. Actions taken in good faith, and reliance upon these Bylaws by the Board of Directors or Officers shall be presumed valid unless proven otherwise under applicable law.
ARTICLE XXVII: GOVERNING LAW AND INTERPRETATION
These Bylaws were duly adopted by resolution of the General Assembly of Members of Comunidad Hebrea en San Miguel de Allende Asociacion Civil at a duly convened meeting held on ______________, with quorum present and the required vote obtained, and shall enter into full force and effect on that date.
These Bylaws shall be governed by and interpreted in accordance with the applicable laws of the United Mexican States and the State of Guanajuato. In the event of inconsistency with mandatory provisions of law, such provisions shall prevail.
All prior Bylaws and amendments thereto are hereby repealed and superseded in their entirety.