Estatutos AHT

FIRST. – A Civil Association is hereby formally established, in accordance with article 432 and other relative and applicable articles of the Civil Code for the State of Quintana Roo, and its concordant articles with the Civil Code for the Federal District and the other States of the Mexican Republic, which will operate under the name of "Civil Association" or its Abbreviation AC

SECOND. – The Association is established in accordance with the civil laws of the State of Quintana Roo and with the support of other Mexican laws related to its corporate purpose, to which it will be subject. It is of Mexican Nationality, with all the legal consequences that this society implies.

THIRD. – The Association will be of Mexican nationality, for the corresponding legal purposes, but may have foreign associates in accordance with the limits and provisions of the respective laws. Current or future foreign partners of the Association that is hereby established and Associations without a Foreigner Exclusion Clause that acquire social participation in the same, formally oblige the Ministry of Foreign Affairs to consider themselves as nationals with respect to the shares of the same that they acquire or of which they are owners, as well as the assets, rights and obligations that derive from the contracts in which they are a party to the same with Mexican authorities, and not to invoke the protection of their governments, under penalty of losing the social participations that they have acquired to the benefit of the nation. The association is obliged to register in the National Registry of foreign investments within a term that will not exceed 40 business days counted from the date on which any foreign person acquires participation in the same.

FOURTH. – Its duration will be ninety-nine years and its annual social and fiscal years will be from January 1st to December 31st, except for this initial year which will be from the date of Constitution of this Association, December 31st of the year 2009.

FIFTH. – The Association will have the purpose of:
– To group the owners and operators of hotels established in the Municipality of Tulum, to represent them, defend them and promote them, all together or each one in particular, before the federal, state and municipal authorities, as well as before all kinds of judicial, administrative or any other type of authorities, in everything that is directly related to their activity.
– To promote the hotel industry and accommodation in the hotels of the Municipality of Tulum, which are part of this association, before all kinds of national or foreign people, tourism, government or business organizations and private people.
– To promote the improvement of the facilities and works of the associates, in which they carry out their commercial activity, as well as to develop the improvement of the image of the associates to provide a better appearance to the tourist and guests. – To bring together all legitimate owners and holders of businesses in the hotel and related industries in Tulum, in order to safeguard their interests, provide them with legal security and ensure that their rights and obligations are respected. – Serve as a liaison with the three Government bodies (Municipal, State and Federal) for the completion of any procedure arising from the activity of the associates, as well as supporting the associates from the legal and administrative point of view, against outsiders and organizations that intend to diminish or affect their activity.
– Provide all kinds of advice for any procedure before the Municipal, State and Federal authorities, always maintaining its apolitical character so that it may not take part in any political party nor may the Association be used as a political platform by any of its members.
– Strive for the provision of Public Services such as: water, electricity, telephone, drainage, public lighting, garbage collection and security to the associates derived from their activity.
– Maintain the spirit of solidarity and group awareness for the well-being and legal security of the associates.
– Promote cultural, sports, get-togethers and other activities that lead to integration and coexistence of the associates, their employees, family members and staff.
– The holding, organization and granting of training courses and conferences related to the activity of the associates, for the improvement of this, as well as the coordination and integration of professionals who provide services in the related areas.
– The creation of necessary structures for the granting and teaching of everything related to the activities of the associates and with the area of ​​data processing, information technology, computing, programs and technology, whether at a technical or professional level. esional.
Streamline administrative procedures for compliance with administrative or public obligations of the associates, whose enforceability requires being known to federal, local and municipal authorities.
– Receive donations, fees, contributions and other income for the maintenance of the association, as well as for the fulfillment of the corporate purpose.
– Enter into and intervene in all kinds of operations on its own account or on behalf of third parties, whose purpose is predominantly non-profit.
– The acquisition under any title, purchase, sale, exchange, lease and sublease of establishments, offices, warehouses and facilities in general for corporate purposes, as well as the celebration of any other legal act, including the loan and the Constitution of trusts, that allow the possession, use, disposition, operation or enjoyment, as the case may be, of the assets and rights referred to for the achievement of the purpose social.
– Without commercial speculation, borrow money, with or without special guarantee, including personal credit from its partners, as well as issue, subscribe, accept, endorse and in general, handle all kinds of titles and credit operations and grant guarantees and other personal, real, fiduciary, exchange or any other type of guarantees to guarantee its own obligations or those of third parties with whom it has or does not have business relations, as well as the granting, with or without specific guarantee, of financing in relation to the companies or associations in which it has social participation or professional relations and which are related to its corporate purpose. – Enter into all kinds of contracts and agreements and carry out all acts that directly or indirectly relate to the social purposes described above.
SIXTH. – The assets of the association will be exclusively used for the purposes of the corporate purpose.

CHAPTER TWO OF THE ASSOCIATES
SEVENTH. The association must keep a Register of Associates and who will be the physical or legal persons of Mexican or foreign nationality. The Associates who constitute this Association and those who join later will have the title of Active Associates. The Board of Directors may grant the title of Honorary Associate to those who have earned the distinction in a special way for their contribution to the achievements of the corporate purpose, but they will not have a vote in the assemblies and whose obligations and rights will be recorded in the minutes that designate them as such.
The Association may include among its members businesses that are interested in joining and whose activity has a direct relationship with tourism. These partners will be called "Allied Members", who will only have a voice and therefore will not be able to vote in the assemblies.
EIGHTH. To become an Active member of the Association, a written request must be submitted to the Board of Directors and it will decide on the acceptance or denial of your request.
The partners may have the status of Active Members from the moment they are accepted and begin to pay their monthly dues having covered the registration fee determined by the Board of Directors.
NINTH. Active Members shall have the right to:
I.- Receive the propaganda and information organs published by the Association.
II.- Enjoy the services and activities provided by the Association.
III.- Submit requests, initiatives or complaints to the Board of Directors.
IV.- Request the intervention of the Association to defend or assist their interests.
V.- Participate in the work committees that are formed in various materials of interest for the correct functioning of the Association and its members in general.
VI.- In general, use all the services provided by the Association.
TENTH. – The Obligations of Active Associates shall be:
I.- Comply with the agreements and resolutions made by the Association
II.- Pay on time the fees determined by the Assembly of Associates, whether ordinary or extraordinary.
III.- Agree with the statutes that govern the Association and sign the acceptance to submit to their compliance.
ELEVENTH. – The Associate who wishes to resign from said status may do so by means of a letter addressed to the Association, which will be known to the Board of Directors, which will take effect on the day of its presentation, provided that the requesting associate is not in arrears with the association or pending the fulfillment of his/her obligations as an associate. It is not a requirement to call a Members Assembly to accept his/her resignation.
TWELFTH. – The exclusion of an Associate will require a written request addressed to the Association At least by one of its Associates, stating the reasons. The accused may justify himself verbally, in a session of the Board of Directors after the date of the request and if, having been duly notified, he does not attend said session, his right to indicate what is convenient for his interests will be considered to have expired and he will proceed to be excluded. Regarding the request for exclusion. The Board of Directors will decide on the exclusion with the approval of two thirds of its members. The excluded person may appeal against the decision of the Board of Directors before the General Assembly, when three or more members of the Board of Directors have voted against the exclusion. The decision and the result of the vote of the Board of Directors must be communicated to the excluded person. In the event that new evidence is presented, the Board of Directors is obliged to resume the procedure if so requested.
In the event that during the procedure for the exclusion of an Associate it is proven beyond doubt that any of the members of the Board of Directors was not impartial, said member of the Board will not have the right to vote.
An Associate may be excluded:
I.- When he commits a serious breach of honour, or his behaviour is contrary to ethics, morals or good customs, in the opinion of the Board of Directors.
II.- When he does not abide by the resolution pronounced against him on the occasion of an arbitration, in which the conciliator or arbitrator was the Association.
III.- When he fails to comply with the obligations established by these statutes or does not comply with the agreements taken at the Assembly of Associates.
IV.- When he fails to attend three assemblies consecutive.
V.- Members who fail to pay 4 or more consecutive dues will be immediately discharged from the Hotel Association, and will be notified in writing or electronically that their discharge as an associate member has been made. VI.- In the event that any member who has been discharged for non-payment of their dues wishes to become current, they may do so before 5 months have passed since they were discharged. In the event that one year passes after your withdrawal and you wish to catch up, you must express your desire in writing to the Board of Directors, setting out your request, and the Board of Directors will be obliged to respond within a maximum of 5 business days thereafter with its decision on the matter.
VII.- Members who join the Association must respect the Statutes of the Association from the moment they join and at all times, since upon joining they signed their obligation to respect them and submit to comply with them.

CHAPTER THIRD OF THE ASSEMBLIES
THIRTEENTH. – The Assembly of Associates is the Supreme Body of the Association and its operation will be governed
by the following Rules:
It will elect the members of the Board of Directors of the Association, whose powers are set forth in these Statutes.
It will review and, if applicable, approve the accounts and the report submitted annually by the Board of Directors.
It will decide on those issues that the Law grants it.
It will determine the salaries and wages that must be paid to the persons who occupy the position of Director of the Association, the position of Public Relations and the position of Accountant.
It may initiate collective lawsuits to protect the ecology and sustainable development of the Municipality in accordance with the third paragraph of article 17 of the Political Constitution of the United Mexican States.
FOURTEENTH. The extraordinary General Assembly shall contain the agenda and shall be held by means of a circular addressed to the Associates, with the understanding that it shall be sent to their corresponding addresses or by email that each Associate designates for this purpose on their registration sheet, at least 5 calendar days in advance of the date on which said Assembly shall be held. The Minutes of Extraordinary Assemblies that contain modifications to the Association, to its statutes, when there is a granting of powers or when so determined by the administrative body, must be notarized before a Notary Public. Said assemblies may be held at any time during the fiscal year or when so requested by fifty-one percent of the Active Associates of the Association and shall be in charge of knowing and resolving the special points for which it was called according to the corresponding agenda.
FIFTEENTH. The calls for the Ordinary General Assembly will contain the agenda and will be made by means of a circular addressed to the Associates, with the understanding that it will be sent to their corresponding addresses or to the email registered for this purpose, at least fifteen days in advance of the date on which the Assembly is to be held and whose delivery can be reliably verified, likewise the Minutes of extraordinary Assemblies must be protocolized
SIXTEENTH. In the General Assemblies mentioned in the preceding article, decisions will be made with the majority of votes of the Attending Associates. The vote will be secret with the majority of votes of the Attending Associates when it comes to elections or when so indicated by at least ten percent of the Attending Associates. Failing this, the vote will be economic. The quorum for the Extraordinary General Assembly sessions will be formed with the attendance of half plus one of the Active Associates. If this quorum is not met in the first call, a second one will be made with verification within thirty minutes after the first call of the failed Assembly, and this will be carried out with whatever the number of attendees. Decisions will be made by the majority of those attending. Decisions on the liquidation of the Association, the change of its purpose and essential changes in its organization may only be made at an Extraordinary General Assembly.
SEVENTEENTH. Active members who do not attend the General Assembly may be represented at it by another Active Member who attends. No Active Member who attends may represent more than three members; the power of representation must be proven by a power of attorney signed before two witnesses or granted before a notary.
EIGHTEENTH. At the Assemblies, only those matters listed in the Agenda will be discussed, unless at least thirty percent of the Active Associates request the inclusion of a Matter in the Agenda and do so in writing one week in advance of the date of the Assembly.
CHAPTER FOUR OF THE GOVERNMENT OF THE ASSOCIATION
NINETTEEN. The Association will be administered and directed by a Board of Directors composed of a President, General Vice President and Vice President representing the hotel sector called “All Inclusive” Resort, a Secretary, a Treasurer and 4 members.
TWENTIETH. The Board will be composed of no more than nine members and no less than three, whose position will be honorary.
The Board of Directors will be elected by the Ordinary General Assembly, will be the Executive Body of the Association and will take office at the first session held after the Ordinary General Assembly that elects it. The Board of Directors will have the power to appoint from among the associates the member who can fill the position in the event of the resignation of one of its members, informing all associates in writing or by email for their knowledge. In the event that any member does not agree with said appointment, he/she must state it in writing within 3 days of receiving notification of the appointment, either to propose another candidate or to state his/her reasons for challenging said appointment, so that in this case a new Assembly may be scheduled to vote for a new member to occupy said position.
In the event of resignation from any position on the Board of Directors, he/she must be up to date with his/her dues and render accounts of the exercise of his/her assignment.
TWENTY-FIRST. The members of the Board of Directors will remain in office for three years. If for any reason a member of the Board is permanently absent from performing his/her duties, the person who should replace him/her will be elected at the next Ordinary General Assembly, in the meantime the Board will appoint an alternate.
TWENTY-SECOND. The Board of Directors will meet twice a month in Ordinary Session, which may be held with a minimum quorum of half plus one of its members, provided that among them is the President or at least one of the Vice Presidents.
TWENTY THIRD. The Agreements of the Board of Directors will be taken by majority vote of the members present and in case of a tie the President will have the casting vote.
TWENTY FOURTH. The Board of Directors shall have the following powers and obligations: to arrange to direct and guide the social operations, with the broadest Power for Lawsuits and Collections, Acts of Administration and Strict Ownership and for Subscription of Credit Titles, with all the general powers and even the special ones that require a special clause, in accordance with the law, in the terms of articles two thousand eight hundred and ten and two thousand eight hundred and forty-three of the Civil Code in force for the State of Quintana Roo, as well as those related to the Civil Code in the District and of the other Codes of the Mexican Republic and Article nine of the General Law of Credit Titles and Operations, for which reason, in an enunciative but not limiting manner, said Board shall have the power to try to withdraw from tall kinds of procedures including the amparo procedure, to compromise and commit to arbitration, to articulate and absolve positions as legal representative of his client to receive payments, to file complaints and denunciations in criminal matters and to constitute himself by his client as a civil party or as a third party co-adjutant of the Public Prosecutor's Office and to grant pardon when permitted by law; as well as to grant general or special powers and revoke them and appoint the officers and employees of the Association, establishing their powers and remunerations, if applicable. Any increase in powers and remunerations must be submitted to the will of the General Assembly and must have the majority of votes to be accepted.
The use of the corporate signature in any contract, document or act that binds the Association will correspond to the President of the Board of Directors jointly or indistinctly with any of the Vice Presidents or with the Secretary; In regard to acts of administration and powers to exercise the functions of litigation and collections, the signature or action of only one of the officials indicated will suffice. To be part of the Board of Directors, the associate members interested in occupying said positions must request it in writing or electronically individually or jointly by means of a letter addressed to the Secretary with a copy to all the members of the Board of Directors. Said communication may be sent one month before the election period and up to 6 months in advance of the end of the functions of the Board of Directors that is in office. Candidates for positions on the Board of Directors must indicate the position they wish to occupy for the following period and their commitment to act in the benefit of the interests of the Association and of each of the associate members. The President or Secretary must sign the receipt of said request if it was submitted in writing or respond with acknowledgment of receipt if the proposal was sent by email and said response must be copied to the entire Board of Directors. If the candidate does not receive a response to his/her request within 5 days, he/she must send a reminder to the entire Board of Directors and to any other member of the Association as proof that he/she has not received confirmation of his/her request for proposal to be part of the next Board of Directors. Once he/she has received said confirmation or receipt of the document if he/she submitted it in writing, he/she must send to all the associates the proposed electoral list to occupy the respective positions of the next Board of Directors for their consideration as candidates likely to be elected at the next election assembly. At the time the Agenda of the session corresponding to the elections is sent, the Board of Directors must send all members complete information on the people who will be subject to voting to fill these positions.
Once in session, during the discussion of the point of the Agenda corresponding to the elections, the candidates must be named who will show their acceptance of their desire to be candidates, with the election of the President being the first to be discussed, followed by that of the Secretary, then that of the Treasurer and finally that of the Members.
Once the new Board of Directors has been elected, they will have 15 minutes to present their work plan and any proposed changes to the assembly, and they will be put to a vote among the members present, with a majority vote being necessary for their acceptance.
In the event of a tie between the lists or the people who are candidates for any of the positions on the Board of Directors, they will be allowed to make a 5-minute statement of reasons to support their candidacy. In the event of a tie again, the vote will be done anonymously and in writing and the vote scrutineer will count the votes. If the tie persists the winner will be considered the one who has the longest membership in the association and who has not incurred in late payment of their dues. These same rules will apply during the election process of each of the members of the Board of Directors of the Association.
Once the new Board of Directors has been formed, the old members must resign from their positions orally and the new members must take the oath of office before the Assembly and confirm their respect for the statutes and the powers and obligations of their position.
The Director and the administrative staff will be confirmed or, where appropriate, these appointments will be revoked and the new Director and the administrative staff will be hired and powers will be granted to the new members of the Board of Directors and to those whom it is considered necessary to empower at that time for the proper functioning of the Association. The minutes of the Assembly must be signed by all the members attending the Assembly until the Order of the Director is exhausted.
and where a special delegate will be appointed to carry out the notarization of the Minutes of the Assembly before a Notary Public so that it has the legal effects for the best performance of its functions.
TWENTY-FIFTH.- Independently of what is established in the previous article, the President of the Board of Directors will represent the Association in accordance with these statutes and will preside over the sessions of the Board of Directors and the General Assemblies. He is empowered to remove the administrative staff of the Association without the need for authorization from the Assembly, as well as the legal representative, the Director, the Coordinator of Public Relations or whoever provides the accounting service.
Likewise, the President will have the power to decide on the development of projects that are proposed for the benefit of the Association and all active members, as long as they are previously accepted by the Steering Committee. In the event that the President is unable to perform his duties, his powers and obligations will be transferred indistinctly to any of the two vice presidents who wish to assume the position and in the event that this is not the case or in the absence of both, it will be transferred to the Secretary.
In the event of the President's resignation, the Board of Directors must immediately call an extraordinary session informing the reason in the call and may add the other points of the agenda that are convenient and will request in the same that the members interested in occupying the position apply to submit them to the same election process mentioned in the clauses that precede.
TWENTY-SIXTH.- The Board of Directors may appoint a Vice President, with the following powers: He will be an assistant to the President of the council and his substitute in the event of his absence.
He/she will have the same powers as the President when the latter is unable to exercise them, in his/her absence from the association for more than six months or when so indicated in writing. TWENTY-SEVENTH.- The Board of Directors may appoint a Secretary, with the following functions: He/she will be in charge of the Secretary of the Association, he/she will authorize with his/her signature only the ordinary correspondence, he/she will sign together with a member of the Board of Directors the correspondence of documents that due to their importance merit the signature of one of them.
In the absence of the President and the Vice President, he/she will be their assistant.
TWENTY-EIGHTH.- The Board of Directors may appoint a Treasurer, with the following functions:
I.- He/she will be responsible for the accounting and management of the Association's funds before the Board of Directors and will report on the financial and accounting status of the Association on a monthly basis. All of the above will be without prejudice to the Board of Directors resolving, when it deems appropriate, that the provision of funds or the assumption of Obligations must be made with the joint signature of the President and the Treasurer.
II.- The responsibility for the Association's accounting will be shared with the President of the Board of Directors. III.- All expenses incurred by the Association, including payroll and extra expenses, must be authorized by the President of the Board of Directors before any payment is issued.
IV.- The accounting of the Association will be transparent and may be consulted by any of its associated members, as long as the request is made in writing so that their consultation is recorded.
TWENTY-EIGHTH.- The Board of Directors may appoint a Director, whose powers are the following: 1.- He will be responsible for directing the Association, always following its vision, mission and philosophy, looking after the interests of the associates. 2.- Administer the human and economic resources of the Association. 3.- Attend, on behalf of the Association, meetings, committees, councils and any other meeting that requires the representation of the Association. 4.- Establish strategies to increase the number of associates and assets of the Association. 5.- Achieve healthy Association finances and efficiently manage its resources. 6.- Attend to the requirements that each associate has. 7.- Ensure that the Association punctually complies with its fiscal and legal obligations in general. 8.- Present activity reports and accountability when required by any associate. 9.- In general, represent the interests of the associates before municipal, state and federal bodies. The administrative staff that works for the Association will be obliged to grant receipts for fees for services rendered and their performance does not create any employment relationship between the Association and its Director(s).
CHAPTER FIVE OF THE ASSETS
THIRTIETH- The Association has no fixed capital, but will have as sources of income donations, fees, subsidies obtained, income from services rendered to persons belonging to or outside the Association and those from any other lawful means.

CHAPTER SIX DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION
THIRTY-FIRST.- The Association may be dissolved only by agreement of the Extraordinary General Assembly called in accordance with articles twelfth and fourteenth of the statutes. The Assembly, in the event of agreeing to the dissolution, must immediately appoint a liquidation commission composed of five members of the association, which will carry out the liquidation. The liquidation commission will have, as long as its functions last, the powers granted to the President or Vice President by article twenty-fourth of these statutes. In the event of liquidation or bankruptcy of the Association and if negative balances or liabilities are presented that exceed the assets of this Association existing at that time, the Associates will each be responsible for up to the equivalent of one year of individual corresponding fees as a maximum.
The liquidators will pay what the Association owes and collect what is owed. Once the liquidators have realized the assets of the Association, paid the debts and collected the credits, the remainder will be applied as a donation to a Mexican Charity institution. The name of this institution will be agreed upon by the Assembly that has resolved the liquidation.