LATINOS UNIDOS OF IOWA, INC.
CONSTITUTION AND BY-LAWS
For Latinos Unidos of Iowa, Inc.
Revise Date December 2011
Article I BY-LAWS
Article II Duties of Founder, Board, Officers
Article III Standing and Special Committees
Article IV Dues and Assessments
Article V Amendments
Revision of BY-LAWS December 2011
BY-LAWS of LATINOS UNIDOS OF IOWA, INC.
ARTICLE ONE OFFICES
The principal office of the corporation shall be located at 4119 27th Street Des Moines Iowa, Polk County, Iowa. The Corporation may have such other offices, either within or without the State of Iowa, as the Board may determine from time to time.
ARTICLE TWO BOARD MEMBERS
Section 1. Classes of Members. The Board of the corporation shall be divided into two groups. (1) Executive officers: Founder, President, Vice President, Treasurer, Secretary, and Immediate Past President. (2) Directors: the remaining members makeup the directors of the board.
Section 2. Election of Board Members. Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the board of directors, to the secretary of the corporation. Applicants whose applications are approved shall become members of the corporation on payment of the required initiation fee and dues, the applicant shall become a member of the corporation.
As soon as the membership committee has been formed, all applications for membership shall be submitted to the membership committee. On approval of his or her application by the membership committee and payment of the required initiation fee and dues, the applicant shall become a member of the corporation.
Section 3. Voting Rights. Each Board member in good standing with up to date paid annual membership shall be entitled to one vote on each matter submitted to a vote of the Board.
Section 4. Termination of Membership. The Executive Board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default in the payment of dues.
Section 5. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Any member may resign by filing a written resignation with the secretary and the Board. The Board, may reinstate such former member to membership on such terms as the Board may deem appropriate.
Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.
Section 8. Under no other Organization. This Organization is to stand alone and not under any other organization. This organization may participate and help organize and work in a collaborated effort but never to concede its self-principal status.
MEETING OF BOARD
Section 1. Board Retreat. An annual meeting of the Board shall be held in December each year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of the Board shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
Section 2. Special Meetings. Special Meetings for the Board may be called by the president, the Board, and/or not less than one-twentieth of the members having voting rights, at a place designated by the president or board.
Section 3. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally by phone or by mail or email to each member entitled to vote at such meetings, by or at the direction of the president, or the secretary or the officers or person calling the meeting. In case of a special meeting or when required by statute or by by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United State mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon paid.
Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of Board members, may be taken without a meeting if a consent in writing, setting for the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.
Section 5. Quorum. Members holding ten percent (10%) of the votes that may be cast at any meeting shall constitute a quorum at such meetings. If a quorum is not present at any Board meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6. Proxies. At any meeting of members, a member entitled to voted may vote by proxy executed in writing by the member or by his or her duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 7. Voting by Mail. Where directors or officers are to be elected by members or any class or classer of members, such election may be conducted by mail in such a manner as the board of directors shall determine. The only office that is assumed is the previous year’s Vice Presidents to President. Unless the Board vote against such action due to termination or resignation of office.
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors and founder. Directors need not to be residents of the State of Iowa, and must be members of the corporation.
Section 2. Number, Tenure and Qualifications. The number of directors shall be five. Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of members and the election and qualification of his or her successor.
Section 3. Regular Meetings. A regular meeting of the Board shall be held without any other notice then this bylaw immediately after, and that the same place as, the annual meeting of members. The board may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at he request of the president or any two directors and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 5. Notice. Notice of any special meeting of the Board shall be given at least 15 days previously thereto by written notice delivered personally or sent by mail or email to each director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting, unless specifically required by law or by these bylaws.
Section 6. Quorum. A simple majority of the board or 6 shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors and Founder present may adjourn the meeting from time to time without further notice.
Section 7. Attendance. The Board must attend two thirds or 8 per year. A member of the board must notify the secretary or president if will miss a meeting and may not be consecutive. A member of the Board may vote via proxy twice in a year.
Section 8. Board Decisions. The act of a majority of the directors and founder present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section 9. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of members. A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.
Section 10. Compensation. Directors as such shall not receive any stated salaries for their services. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore, as approved by the board.
Section 1. Officers. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board may elect or appoint such other offices, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board. Any two or more offices may be held by the same person, except the offices of the president and treasurer.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board at the regular annual meeting of the board of directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his or her successor has been duly elected and qualifies.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract’s rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers of Duties. The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
Section 1. Committees. The Board, by resolution adopted by a majority of the Directors, may designate one or more committees, each of which shall consist of two or more chairs, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, of any individual director, or any responsibility imposed by law.
Section 2. Membership Committee. At the first annual meeting of the Directors, or such special meeting of the members as may be called for the purpose, the members shall elect to keep no fewer than two nor more than twelve who shall constitute the membership committee. Of the committee members first elected two shall serve for one year, six for two years, and four three years or as the case may be. At annual meetings of the members thereafter, the members shall be elected to the committed for one year terms to fill the terms as they expire. Any vacancy occurring in the committee by death, resignation, withdrawal from membership, or otherwise shall be filled by majority vote of all the remaining members of the committee. Any person so elected shall serve for the remainder of the term of his or her predecessor.
The committee, when formed, shall organize itself, shall elect from its members a chairperson and a secretary, and shall perform the functions and discharge the duties, concerning the consideration, approval, and election of new members, as are given to the committee elsewhere in these bylaws, or by resolution of the board of directors or by resolution of the members.
Section 3. Other Committees. Other committees not having and exercising the authority of the Board in the management of the Board may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Board, and the president of the Board shall appoint the members thereof. Any member thereof may be removed by the person or person authorized to appoint such member whenever in their judgment the best interests of the Board shall be served by such removal.
CONTRACTS, CHECKS, DEPOSITS AND GIFTs
Section 1. Contracts. The board of directors may authorize any officer or officers or agent or agents of the Board, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or may be confine to specific instances approved by board.
Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed treasurer, president in treasurer absence, and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determined by resolution of the Board, such instruments shall be signed by the treasurer or the president or Founder.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of directors may select.
Section 4. Gifts. The Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board, committees having and exercising any of the authority of the board, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member for any proper purpose at any reasonable time.
The fiscal year of the corporation shall be the calendar year.
Section 1. Annual Dues. The Board shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class, and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues shall be payable and accompany the application form acquiring membership. Board members, members and scholarship applicants are required to have a paid membership and application form on file.
Section 3. Default and Termination of membership. When any member of any class is in default in the payment of dues, his or her membership may hereupon be terminated by the Board.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provision of the State of Iowa Chapter 504 or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a simple majority of the directors present at any regular meeting or special meeting.