2010

The Coalition of

Hispanic Artists, Inc.

(CHA)

Board of Directors

2010-2011

[BYLAWS OF THE

COALITION OF HISPANIC

ARTISTS, INC.] The standing rules governing the regulation of CHA and it’s membership’s internal affairs for the

purpose of promoting the art and culture of Hispanic artists and friends.

BYLAWS OF

THE COALITION OF HISPANIC ARTISTS, INC. (CHA)

ARTICLE I – NAME AND OFFICE

Section 1. Name. The name of the organization shall be The Coalition of Hispanic Artists (CHA.) It

shall be a not-for-profit organization incorporated under the law of the State of Florida.

Section 2. Principal Office. The place in the State where the principal office of the Corporation is to be

located in the City of Tampa, Hillsborough County.

Section 3. Change of Address. The designation of the county or State of the Corporation's principal

office may be changed by amendment of these bylaws. The Board of Directors may change the principal

office from one location to another within the named county by noting the changed address and effective

date below, and such changes of address shall not be deemed, nor require, an amendment of these

bylaws:

New Address 1703 Tampa Street, Suite No. 4, Tampa, Florida 33602

Dated: March 10, 2010

Section 4. Other Offices. The Corporation may also have offices at such other places, within or without

its State of incorporation, where it is qualified to do business, as its business and activities may require,

and as the Board of Directors may, from time to time, designate.

Section 5. Not-for-profit status. The Corporation is a not-for-profit Corporation under Title XXXVI,

Chapter 617, Florida Statutes. The Corporation is not formed for pecuniary profit. No part of the

income or assets is distributable to or for the benefit of its directors or officers, except to the extent

permissible under the Articles of Incorporation, as amended, under Florida statute and under 16 USC

501(c)(3). No member shall have any vested right, interest or privilege in or to the assets, income or

property of the Corporation and no part of the income or assets of the Corporation shall be distributable

to or for the benefit of its members, except to the extent permissible under the Articles of Incorporation,

as amended, under Florida statute, and under 16 USC 501(c)(3).

ARTICLE II – NON-PROFIT PURPOSE

Section 1. Purpose. The Coalition of Hispanic Artists (CHA) is organized exclusively for cultural,

educational, and artistic purposes.

The specific objectives and purposes for which this Corporation is organized shall be as follows:

a) to foster, celebrate , educate, preserve and promote Hispanic art and culture in the Tampa Bay

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area and the State of Florida;

b) to sponsor and cooperate, throughout the year, in activities that promote Hispanic art and

culture, in their different manifestations, in the Tampa Bay Area;

c) generally, through educative and other efforts, to mentor members in the publishing of reading

material in the areas of art appreciation and techniques;

d) to provide instruction in the preparation of art shows, judged and juried shows;

e) to sponsor special events involving the exhibition of any or all of the art forms by the

Corporation’s members and friends of the art as well as by other community groups;

f) to directly or indirectly engage in and to provide facilities for others to engage in the promotion

of the arts, generally;

g) engage in other activities related to educating the public concerning Hispanic artistic and

cultural issues and concerns;

g) to promote a better understanding of Hispanic culture;

h) to raise, receive and maintain assets and to distribute and administer these, including any

income or interest generated there from, exclusively for its mission;

i) to have the normal functions, operations, programs, and pursuits incidental to a fully recognized

and operational nonprofit center or learning and education;

j) to exercise all the common law and statutory powers of a Corporation not-for-profit not in

conflict with the terms of the Articles of Incorporation that are necessary or desirable to carry out the

purposes and objectives herein.

These objectives and purposes may from time to time be amended in a mission statement and

incorporated by reference within the purview of a non-profit organization under Section 501(c)(3) of

Title 16 of the United States Code.

Section 2. Promotion. This Corporation shall not promote the interests of any individual person as such,

but shall only promote those interests which a majority of the Board of Directors deems to be issues

having a significant impact on the community as a whole.

Section 3. Assets and Earnings. All the assets and earnings of this Corporation shall be exclusively for

the purposes herein above set out, including the payment of expenses incidental thereto. No part of the

net earnings shall inure to the benefit of any individual and substantially no part of its activities shall be

the carrying on of propaganda or otherwise attempting to influence legislation.

ARTICLE III –BONA FIDE IRC 501(C)(3) TAX EXEMPTION

PROVISIONS

Section 1. Limitations on Activities. No substantial part of the activities of this Corporation shall be the

carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise

provided by Section 501(h) of the Internal Revenue Code), and this Corporation shall not participate in,

or intervene in (including the publishing or distribution of statements), any political campaign on behalf

of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these

bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a

Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or

(b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal

Revenue Code.

Section 2. Prohibition Against Private Inurement. No part of the net earnings of this Corporation shall

inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private

persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation

for services rendered and to make payments and distributions in furtherance of the purposes of this

Corporation.

Section 3. Distribution of Assets. Upon the dissolution of this Corporation, its assets remaining after

payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed for

one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or

shall be distributed to the federal government, or to a state or local government, for a public purpose.

Such distribution shall be made in accordance with all applicable provisions of the laws of this State.

Section 4. Private Foundation Requirements and Restrictions. In any taxable year in which this

Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the

Corporation 1) shall distribute its income for said period at such time and manner as not to subject it to

tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as

defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business

holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments

in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code;

and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue

Code.

ARTICLE IV - CONFLICT OF INTEREST AND COMPENSATION

APPROVAL POLICIES

Section 1. Purpose of Conflict of Interest Policy. The purpose of this conflict of interest policy is to

protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or

arrangement that might benefit the private interest of an officer or director of the Corporation or any

"disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by

Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit

transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by

Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any

applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable

organizations.

Section 2. Definitions.

a) Interested Person. Any director, principal officer, member of a committee with governing

Board- delegated powers, or any other person who is a "disqualified person" as defined in Section

4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS

Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

b) Financial Interest. A person has a financial interest if the person has, directly or indirectly,

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through business, investment, or family:

1) An ownership or investment interest in any entity with which the Corporation has a

transaction or arrangement;

2) A compensation arrangement with the Corporation or with any entity or individual with

which

the Corporation has a transaction or arrangement; or

3) A potential ownership or investment interest in, or compensation arrangement with, an

entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not

insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B,

a person who has a financial interest may have a conflict of interest only if the appropriate governing

Board or committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures.

a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested

person must disclose the existence of the financial interest and be given the opportunity to disclose all

material facts to the directors and members of committees with governing Board-delegated powers

considering the proposed transaction or arrangement.

b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and

all material facts, and after any discussion with the interested person, he/she shall leave the governing

Board or committee meeting while the determination of a conflict of interest is discussed and voted

upon. The remaining Board or committee members shall decide if a conflict of interest exists.

c) Procedures for Addressing the Conflict of Interest. An interested person may make a

presentation at the governing Board or committee meeting, but after the presentation, he or she shall

leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the

possible conflict of interest.

The Chair or President of the governing Board or committee shall, if appropriate, appoint a

disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing Board of Directors or committee shall determine whether

the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from

a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not

producing a conflict of interest, the governing Board or committee shall determine by a majority vote of

the disinterested directors whether the transaction or arrangement is in the Corporation's best interest, for

its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it

shall make its decision as to whether to enter into the transaction or arrangement.

d) Violations of the Conflicts of Interest Policy. If the governing Board or committee has

reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it

shall inform the member of the basis for such belief and afford the member an opportunity to explain the

alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by

the circumstances, the governing Board or committee determines the member has failed to disclose an

actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board of Directors and Board Committee Proceedings. The minutes of meetings

of the governing Board and all committees with Board-delegated powers shall contain:

a) The names of the persons who disclosed or otherwise were found to have a financial interest

in connection with an actual or possible conflict of interest, the nature of the financial interest, any

action taken to determine whether a conflict of interest was present, and the governing Board's or

committee's decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and votes relating to the

transaction or arrangement, the content of the discussion, including any alternatives to the proposed

transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies. A member of the governing Board who receives

compensation, directly or indirectly, from the Corporation for services is precluded from voting on

matters pertaining to that member's compensation. A member of any committee whose jurisdiction

includes compensation matters and who receives compensation, directly or indirectly, from the

Corporation for services is precluded from voting on matters pertaining to that member's compensation.

No member of the governing Board or any committee whose jurisdiction includes compensation matters

and who receives compensation, directly or indirectly, from the Corporation, either individually or

collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other

compensation contract or arrangement, in addition to complying with the conflict of interest

requirements and policies contained in the preceding and following sections of this article as well as the

preceding paragraphs of this section of this article, the Board of Directors or a duly constituted

compensation committee of the Board of Directors shall also comply with the following additional

requirements and procedures:

a) The terms of compensation shall be approved by the Board of Directors or compensation

committee prior to the first payment of compensation;

b) All members of the Board of Directors or compensation committee who approve compensation

arrangements must not have a conflict of interest with respect to the compensation arrangement as

specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each Board member

or committee member approving a compensation arrangement between this organization and a

"disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by

Section 53.4958-3 of the IRS Regulations):

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1) is not the person who is the subject of the compensation arrangement, or a family member of

such person;

2) is not in an employment relationship subject to the direction or control of the person who is

the subject of the compensation arrangement;

3) does not receive compensation or other payments subject to approval by the person who is the

subject of the compensation arrangement;

4) has no material financial interest affected by the compensation arrangement; and

5) does not approve a transaction providing economic benefits to the person who is the subject

of the compensation arrangement, who in turn has approved or will approve a transaction providing

benefits to the Board or committee member.

c) the Board or compensation committee shall obtain and rely upon appropriate data as to

comparability prior to approving the terms of compensation. Appropriate data may include the

following:

1) compensation levels paid by similarly situated organizations, both taxable and tax-

exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar

size, purpose, and with similar resources;

2) the availability of similar services in the geographic area of this organization;

3) current compensation surveys compiled by independent firms;

4) actual written offers from similar institutions competing for the services of the person

who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including

contributions) for its three prior tax years of less than $1 million, the Board of Directors or

compensation committee will have obtained and relied upon appropriate data as to comparability if it

obtains and relies upon data on compensation paid by three comparable organizations in the same or

similar communities for similar services.

d) the terms of compensation and the basis for approving them shall be recorded in written

minutes of the meeting of the Board of Directors or compensation committee that approved the

compensation. Such documentation shall include:

1) the terms of the compensation arrangement and the date it was approved;

2) the members of the Board of Directors or compensation committee who were present

during debate on the transaction, those who voted on it, and the votes cast by each Board or committee

member;

3) the comparability data obtained and relied upon and how the data was obtained;

4) if the Board of Directors or compensation committee determines that reasonable

compensation for a specific position in this organization or for providing services under any other

compensation arrangement with this organization is higher or lower than the range of comparability data

obtained, the Board or committee shall record in the minutes of the meeting the basis for its

determination;

5) if the Board of Directors or committee makes adjustments to comparability data due to

geographic area or other specific conditions, these adjustments and the reasons for them shall be

recorded in the minutes of the Board or committee meeting;

6) any actions taken with respect to determining if a Board of Directors or committee

member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken

to make sure the member with the conflict of interest did not affect or participate in the approval of the

transaction (for example, a notation in the records that after a finding of conflict of interest by a member,

the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of

the compensation arrangement and a taking of the votes to approve the arrangement);

7) the minutes of Board of Directors or committee meetings at which compensation

arrangements are approved must be prepared before the later of the date of the next Board or committee

meeting or 60 calendar days after the final actions of the Board of Directors or committee are taken with

respect to the approval of the compensation arrangements. The minutes must be reviewed and approved

by the Board of Directors and committee as reasonable, accurate, and complete within a reasonable

period thereafter, normally prior to or at the next Board or committee meeting following final action on

the arrangement by the Board or committee.

Section 6. Annual Statements. Each director, principal officer, and member of a committee with

governing Board-delegated powers shall annually sign a statement which affirms such person:

a) has received a copy of the conflicts of interest policy;

b) has read and understands the policy;

c) has agreed to comply with the policy; and

d) understands the Corporation is charitable and in order to maintain its federal tax exemption it

must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable

purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews

shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a) Whether compensation arrangements and benefits are reasonable, based on competent survey

information, and the result of arm's-length bargaining;

b) Whether partnerships, joint ventures, and arrangements with management organizations conform

to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments

for goods and services, further charitable purposes, and do not result in inurement, impermissible private

benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7

of Article IV, the Corporation may, but need not, use outside advisors. If outside experts are used, their

use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are

conducted.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Number. The Corporation shall have a minimum of five (5) individuals or a maximum of

15 individuals; and collectively, they shall be known as the Board of Directors. The number of directors

may be increased or decreased from time to time by amendment to, or in the manner provided in, the

Articles of Incorporation or the Bylaws, but never less than five (5) directors.

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Directors shall be elected or appointed in the manner and for the terms provided in the Articles of

Incorporation or these Bylaws. No spouses are to serve concurrently on the Board of Directors.

Section 2. Term of Office. Directors may be divided into classes and the terms of office of the several

classes need not be uniform. Each director shall hold office for the term to which he or she is elected or

appointed and until his or her successor has been elected or appointed and qualified or until his or her

earlier resignation, removal from office, or death.

At the onset of each two-year term, the presiding President may order that there be a vote by the Board

of Directors to determine if the next two-year term of the Board of Directors will be done according to

election procedures or by appointment procedures.

Each Director shall serve for a term of two (2) years commencing with his or her election or

appointment or until his or her successor shall have been elected or appointed and qualified. Each

Director shall not serve more than two (2) consecutive terms for the purpose of bringing in new directors

periodically and to retain institutional memory.

If an election is conducted, the limit of two terms may be waived only if no member(s) names are placed

into nomination for election for any board position.

Beginning with fiscal year 2011-2012, and each fiscal year thereafter, one-fourth of the authorized

number of directors may be elected or appointed to serve on the Board of Directors. If elected, the

Directors of the Board shall be elected by a majority vote of the members of the Board and by the

members of the Corporation present at the Annual General Assembly. If appointed, qualified candidates

shall be appointed by resolution by the entire Board of Directors.

Section 3. Qualifications. Directors must be natural persons who are 25 years of age or older, residents

of Central Florida, and members for six months or more. They shall enhance, promote and continue the

mission of this Corporation with their experience, resources, and connections.

Other qualifications for directors of this Corporation shall be as follows:

a) committed to the purposes of the non-profit Corporation;

b) business knowledge and expertise (e.g., fundraising experience,

managing money, useful practical skills in public relations, marketing, publishing, graphics, networking)

c) exercise due care, loyal, not engaged in self-dealing;

d) display cultural sensitivities;

e) ability to speak and/or understand both English and Spanish;

f) ability to communicate electronically (i.e., at a minimum, networks, e-mail);

g) ability to be a team player and a team builder;

h) ability to lead and bring people together;

i) experience in non-profit organizations or ready, willing, and able to learn to run a non-profit

organization

Prospective Directors of the Board are to submit an application for consideration.

Section 3. Powers. Subject to the provisions of the laws Florida and any limitations in the Articles of

Incorporation and these bylaws relating to action required or permitted to be taken or approved by the

members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and

all corporate powers shall be exercised by or under the direction of the Board of Directors.

The officers shall consist of a President, President-elect, one or more Vice-President(s), a recording

Secretary, Assistant Secretary, a Treasurer, and such other officers as the Board of Directors may

provide.

To have the status of ex-officio, a former President must have served a minimum of six (6) months in

the capacity as President during his or her term in office. He or she may not hold such a position again

until a full term has lapsed or has been waived in accordance with these Bylaws. An ex-officio may

serve on the Board of Directors in the capacity as a non-officer of the Board of Directors at any time.

Section 3. Duties and Responsibilities of the Board of Directors. Each director shall comply with the

Florida statutes, Articles of Incorporation, these Bylaws, policies and procedures, as incorporated by

reference, of the Corporation, and the contract signed upon admission.

It shall be the duty of the directors to—

a) Perform any and all duties imposed on them collectively or individually by law, by the articles of

incorporation, or by these Bylaws;

b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws,

prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the

Corporation;

c) Supervise all officers, agents, and employees of the Corporation to assure that their duties are

performed properly;

d) Meet at such times and places as required by these Bylaws;

e) Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or

telegraphed to them at such addresses shall be valid notices thereof.

Section 4. Powers. Subject to the provisions of the laws of this State and any limitations in the Articles

of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the

members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and

all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 5. Compensation. Directors shall serve without compensation except that a reasonable fee may

be paid to directors for attending regular and special meetings of the Board of Directors. In addition,

they shall be allowed reasonable advancement or reimbursement of expenses incurred in the

performance of their duties. Any payments to directors shall be approved in advance in accordance with

this Corporation's conflict of interest policy, as set forth in Article IV of these Bylaws.

Section 6. Board of Directors Meetings. The Board of Directors may hold regular and special meetings

in or out of this State. Meetings of the Board of Directors may be called by the Chair of the Board or by

the President unless otherwise provided in the Articles of Incorporation or the Bylaws.

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the

Board of Directors to another time and place. Unless the Bylaws otherwise provide, notice of any such

adjourned meeting shall be given to the directors who were not present at the time of the adjournment

and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to

the other directors.

Unless the Articles of Incorporation or the Bylaws provide otherwise, the Board of Directors may permit

any or all directors to participate in a regular or special meeting by, or conduct the meeting through the

use of, any means of communication by which all directors participating may simultaneously hear each

other during the meeting. A director participating in a meeting by this means is deemed to be present in

person at the meeting.

It shall be the duty of Directors to meet whenever called by the President to decide and execute the

strategic plans, policies and procedures under which this Corporation shall operate. The Directors shall

be prepared to make a report to the assembly at any regular meeting.

a) Regular Meetings. Meetings shall be held monthly on the first Tuesday of each month at the time

and place as shall be determined by the Board of Directors to conduct executive matters pertaining to the

Corporation. Unless such day falls on a legal holiday, the regular meeting shall be held at the same hour

and place on the next business day.

To avoid personal liability for management decisions, each director must be able to show that he or she

is as fully informed of and actively involved in, corporate business as possible. As part of the corporate

conduct, each director who is not able to attend the meeting is to give written notice (e.g., e-mail) of his

or her absence at the meeting and a reason for the absence. This is necessary so that the Board of

Directors can determine that the person is granted permission to be absent. In addition, if the director

who must miss a meeting is a committee chairperson, he or she is to submit any report along with the

written notice of absence.

b) Special Meetings. The Board of Directors will hold special meetings and retreats to evaluate the

state of events including, but not limited to, planning events and projects.

Special meetings of the Board of Directors may be called by the Chair, if any, of the Board, the

President, the Vice President, the Secretary, by any two directors, or, if different, by the persons

specifically authorized under the laws of this State to call special meetings of the Board. Such meetings

shall be held at the principal office of the Corporation or, if different, at the place designated by the

person or persons calling the special meeting.

c) Action by Directors without a Meeting. Unless the Articles of Incorporation or the Bylaws

provide otherwise, action required or permitted by this act to be taken at a Board of Directors' meeting

or committee meeting may be taken without a meeting if the action is taken by all members of the Board

or of the committee. The action must be evidenced by one or more written consents describing the action

taken and signed by each director or committee member.

d) Consent. Action taken under this section is effective when the last director signs the consent,

unless the consent specifies a different effective date. A consent signed under this section has the effect

of a meeting vote and may be described as such in any document.

Section 7. Place of Meetings. Meetings shall be held at the principal office of the Corporation unless

otherwise provided by the Board of Directors or at such other place as may be designated from time to

time by resolution of the Board of Directors.

Section 8. Notice of Meetings. Unless otherwise provided by the Articles of Incorporation, these

Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of

the Board of Directors:

a) Regular Meetings. No notice need be given of any regular meeting of the Board of Directors,

unless the customary designated place and time changes due to uncontrolled circumstances. Any prior

notice shall be given to the members via e-mail and/or the official web site.

b) Special Meetings. At least one week prior notice shall be given by the Secretary of the

Corporation to each director of each special meeting of the Board. Such notice may be oral or written,

may be given personally, by first class mail, by telephone, by e-mail, by web site, or by facsimile

machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted

upon at the meeting.

In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of

the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile

transmission.

c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of

this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this State,

a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall

be equivalent to the giving of such notice.

Section 9. Quorum of Directors for Meetings. A quorum shall consist of one-third of the number of

elected or appointed directors of the Board of Directors in any given fiscal year. Except as otherwise

provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be

considered by the Board of Directors at any meeting at which the required quorum is not present; and

the only motion which the Chair or President shall entertain at such meeting is a motion to adjourn.

The Articles of Incorporation may authorize a quorum of a Board of Directors to consist of less than a

majority but no fewer than one-third of the prescribed number of directors determined under the Articles

of Incorporation or the Bylaws.

A director who is present at a meeting of the Board of Directors or a committee of the Board of

Directors when corporate action is taken is deemed to have assented to the action taken unless:

a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to

holding the meeting or transacting specified affairs at the meeting; or

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b) The director votes against or abstains from the action taken.

Section 10. Majority Action as Board Action. Every act or decision done or made by a majority of the

directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors,

unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or

different voting rules for approval of a matter by the Board.

Section 11. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the

Chair of the Board of Directors, or, if no such person has been so designated, or in his or her absence,

the President of the Corporation, or in his or her absence, by a Vice President of the Corporation, or in

the absence of each of these persons, by a Chair chosen by a majority of the directors present at the

meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of

Directors, provided that, in his or her absence, the presiding officer shall appoint another person to act as

secretary of the meeting.

Meetings shall be governed by Robert’s Rule of Order, insofar as such rules are not inconsistent with or

in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

Section 12. Vacancies. Vacancies on the Board of Directors shall exist (1) on the death, resignation, or

removal of any director, and (2) whenever the number of authorized directors is increased.

a) Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of the

majority of the remaining directors, even though the remaining directors constitute less than a quorum,

or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director

remains, by the members or, on the application of any person, by the circuit court of the county where

the registered office of the Corporation is located.

b) A director elected or appointed to fill a vacancy shall be elected or appointed for the

unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase

in the number of directors may be filled by the Board of Directors, but only for a term of office

continuing until the next election or appointment of directors by the members or, if the Corporation has

no members or no members having the right to vote thereon, for such term of office as is provided in

the Articles of Incorporation or the Bylaws.

c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later

date under as a result of a resignation or otherwise, may be filled before the vacancy occurs. However,

the new director may not take office until the vacancy occurs.

Section 13. Resignations. Any director may resign effective upon giving written notice to the Chair of

the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time

for the effectiveness of such resignation. No director may resign if the Corporation would then be left

without a duly elected or appointed director or directors in charge of its affairs, except upon notice to the

office of the attorney general or other appropriate agency of this State.

A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If

a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before

the effective date if the Board of Directors provides that the successor does not take office until the

effective date.

Any officer or director of the board of Directors who is absent—with or without an excused absence—

from monthly meetings for three (3) consecutive months shall tender his or her notice of resignation in

writing immediately, shall turn over all records and reports in his or her possession to the Corporation,

shall return all property (e.g., intellectual or otherwise, equipment, supplies valued over $25) to the

Corporation, and said resignation shall become effective upon receipt by the Recording Secretary.

Section 14. Removal. Directors may be removed from office, with or without cause, as permitted by

and in accordance with the laws of this State. Each director may be removed by majority vote of the

Board of Directors at such time and manner as may be prescribed by the Bylaws or by the law of this

State.

Any director, officer or employee may be removed by the Board of Directors whenever, in the judgment

of the Board of Directors, the best interest of Corporation will be served thereby. The Board of

Directors, by a majority of fifty percent plus one of the members in attendance, may remove any

member or members with our without cause including but not limited to:

Any director who has two consecutive absences without written notice, including failure to report on the

activity of a current committee (i.e., deemed to be unexcused absences) shall be removed

Any director who has three or more unexcused absences from Board meetings during the year without

proper notification.

Any director, or member, who violates the principle of confidentiality and fiduciary duties by using

contact lists (directory of members) for personal gain (e.g., in marketing), of Board discussions, or the

like with third parties.

Any director who fails to conduct duties and responsibilities for which the Board member is responsible.

Section 15. Nonliability of Directors and Officers of Corporation, Not for Profit; Immunity from Civil

Liabilit. The directors shall not be personally liable for the debts, liabilities, or other obligations of the

Corporation.

An officer or director of a nonprofit organization recognized under section 501(c)(3) or 501(c)(4) or

501(c)(6) of the Internal Revenue Code of 1986, as amended, is not personally liable for monetary

damages to any person for any statement, vote, decision, or failure to take an action, regarding

organizational management or policy by an officer or director, unless:

a) the officer or director breached or failed to perform his or her duties as an officer or director;

and

b) the officer's or director's breach of, or failure to perform, his or her duties constitutes:

c) a violation of the criminal law, unless the officer or director had reasonable cause to believe

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his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A

judgment or other final adjudication against an officer or director in any criminal proceeding for

violation of the criminal law estops that officer or director from contesting the fact that his or her breach,

or failure to perform, constitutes a violation of the criminal law, but does not estop the officer or director

from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or

had no reasonable cause to believe that his or her conduct was unlawful;

d) A transaction from which the officer or director derived an improper personal benefit, either

directly or indirectly; or

e) Recklessness or an act or omission which was committed in bad faith or with malicious

purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

For the purposes of this section, the term:

a) "Recklessness" means the acting, or omission to act, in conscious disregard of a risk:

1) Known, or so obvious that it should have been known, to the officer or director; and

2) Known to the officer or director, or so obvious that it should have been known, to be so

great as to make it highly probable that harm would follow from such action or omission.

b) "Director" means a person who serves as a director, trustee, or member of the governing

Board of an organization.

c) "Officer" means a person who serves as an officer without compensation except

reimbursement for actual expenses incurred or to be incurred.

Section 16. Indemnification by Corporation of Directors and Officers. The directors and officers of the

Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of

this State.

Section 17. Insurance for Corporate Agents. Except as may be otherwise provided under provisions of

law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of

insurance on behalf of any agent of the Corporation (including a director, officer, employee, or other

agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or

arising out of the agent's status as such, whether or not the Corporation would have the power to

indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or

provisions of law.

Section 18. General Standards for Directors.

a) A director shall discharge his or her duties as a director, including his or her duties as a

member of a committee:

1) In good faith;

2) With the care an ordinarily prudent person in a like position would exercise under similar

circumstances; and

3) In a manner he or she reasonably believes to be in the best interests of the Corporation.

b) In discharging his or her duties, a director may rely on information, opinions, reports, or

statements, including financial statements and other financial data, if prepared or presented by:

1) One or more officers or employees of the Corporation whom the director reasonably

believes to be reliable and competent in the matters presented;

2) Legal counsel, public accountants, or other persons as to matters the director reasonably

believes are within the persons' professional or expert competence; or

3) A committee of the iof Directors of which he or she is not a member if the director

reasonably believes the committee merits confidence.

c) A director is not acting in good faith if he or she has knowledge concerning the matter in

question that makes reliance otherwise permitted by subsection (2) unwarranted.

d) A director is not liable for any action taken as a director, or any failure to take any action, if he

or she performed the duties of his or her office in compliance with this section.

Section19. Order of Business in Compliance with Robert’s Rules of Order.

a) Monthly Meetings; Round Table Meeting

1) Roll call

2) Approval of minutes

3) Treasurer’s report

4) Committees’ reports

5) Old Business

6) New Business

7) Adjournment

b) Annual General Assembly

1) Roll call

2) Approval of minutes

3) Treasurer’s year-end report

4) Committees’ year-end reports

5) Old Business

6) New Business

7) Adjournment

ARTICLE VI – OFFICERS

Section 1. Designation of Officers. The officers of the Corporation shall consist of co-chair, President,

vice presidents, a secretary, and a treasurer. The Corporation may also have a Chair of the Board, one or

more vice presidents, assistant secretaries, and other such officers with such titles as may be provided

for by the Bylaws or by resolution of the Board of Directors as may be determined from time to time.

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Section 2. Qualifications. Any person may serve as officer of this Corporation as provided for under

section 3 of Article V.

Section 3. Appointment, Election, and Term of Office. Officers shall be elected or appointed by the

Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or

is otherwise disqualified to serve, or until his or her successor shall be elected or appointed and

qualified, whichever occurs first. Each officer shall be elected or appointed by majority vote of the

Board of Directors or as otherwise specified in these Bylaws.

Section 4 Duties of the President. The President shall be the chief executive officer of the Corporation

and shall, subject to the control of the Board of Directors, supervise and control the affairs of the

Corporation and the activities of the officers. He or she shall perform all duties incident to his or her

office and such other duties as may be required by law, by the Articles of Incorporation, or by these

Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person

is specifically appointed as Chair of the Board of Directors, the President shall preside at all meetings of

the Board of Directors and, if this Corporation has members, at all meetings of the members. Except as

otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she

shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other

instruments which may from time to time be authorized by the Board..

The President shall have the following duties incidental to the Corporation:

Be the chief executive officer of this Corporation and shall preside at all meetings of the members,

including the Annual Meeting and the monthly general meetings.

Be an ex-officio member of all standing and special committees, with the exception of the nominating

committee.

Appoint all the chairpersons of the standing committees.

Research and answer all questions regarding pertinent rules and procedures and report same to the

Executive Committee.

Be primary liaison between the Corporation and the media and all public relations matters.

Sign, together with the Secretary or any proper officer of the Corporation authorized by the Board of

Directors, all checks and official documents or instruments which the Board of Directors has authorized

to be executed, except in cases where the signing or execution of these documents shall have been

expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or

agent.

Perform all duties incident to the office of the chief executive officer and such other duties as may be

prescribed by the Board of Directors from time to time.

Section 4. Duties of the President Elect. The President-Elect shall assume the presidency of the

Corporation upon completion of the President’s tenure in office. The President Elect shall conduct

meetings and the affairs of the Corporation if the President and Vice President are not present, sick or

incapacitated.

Section 5. Duties of the Vice President(s). In the absence of the President, or in the event of his or her

inability or refusal to act, the Vice President shall perform all the duties of the President, and when so

acting shall have all the powers of, and be subject to all the restrictions on, the President.

The Vice President shall have other powers and perform such other duties as may be prescribed by law,

by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

The Vice President shall assume all responsibilities in the absence of the President Elect.

The Vice President is to chair at least one standing committee and co-chair at least another standing

committee.

If there is more than one Vice President, the President shall assign certain reasonable duties and

responsibilities as necessary or as required by these Bylaws. The Senior Vice President—in terms of

tenure—is to be the point person for public relations (e.g., responsible for the issuance of all press

releases to all media). The Vice President of Public Relations is to promote all events of the

Corporation and shall work in collaboration with the different committees in the area of public relations.

In the event of more than one Vice President, one of the Vice Presidents is to be designated the

Webmaster of the official website of the Corporation and is not to assume public relations activities

(e.g., press releases) other than those that pertain to the web site. The Vice President of the Web is to

promote all events of the Corporation and shall work in collaboration with the different committees in

posting information relating to the activities of the Corporation.

Section 6. Duties of the Recording Secretary. The Secretary shall perform the following duties:

Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as

amended or otherwise altered to date.

Keep at the principal office of the Corporation or at such other place as the Board of Directors may

determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees

of directors and of members, recording therein the time and place of holding, whether regular or special,

how called, how notice thereof was given, the names of those present or represented at the meeting, and

the proceedings thereof.

Ensure that the minutes of meetings of the Corporation, any written consents approving action taken

without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be

contemporaneously recorded in the corporate records of this Corporation. "Contemporaneously" in this

context means that the minutes, consents, and supporting documents shall be recorded in the records of

this Corporation by the later of (1) the next meeting of the Board of Directors, committee, membership,

or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty

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(60) calendar days after the date of the meeting or written consent. Provide a copy of the minutes to the

President within two weeks after the meetings.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by

law.

Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or

the provisions of these Bylaws, to duly executed documents of the Corporation.

Keep at the principal office of the Corporation a membership book containing the name and address of

each and any members, and, in the case where any membership has been terminated, he or she shall

record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on

request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors

of the Corporation.

In general, perform all duties incident to the office of secretary and such other duties as may be required

by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her

from time to time by the Board of Directors.

Be the custodian of the corporate records and the seal of this organization and see that the seal is affixed

to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in

accordance with the provisions of these Bylaws

Section 6. Duties of the Assistant Secretary. In the absence of the Recording Secretary the Assistant

Secretary shall perform her or his duties. The Assistant Secretary shall assist the Recording Secretary

and, in general, shall perform all duties incident to the office of the Recording Secretary and such other

duties as from time to time may be prescribed by the President or the Board of Directors.

Section 7. Duties of the Treasurer. The Treasurer shall be responsible for and perform the following:

Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and

deposit all such funds in the name of the Corporation in such banks, trust companies, or other

depositories as shall be selected or appointed by the Board of Directors (e.g., keep accurate record of all

transactions, including disbursements and receipts).

Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of

Directors, taking proper vouchers for such disbursements (e.g., receive monies and deposit same

regularly in the accounts of this Corporation).

Keep and maintain adequate and correct accounts of the Corporation's properties and business

transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the

Corporation, or to his or her agent or attorney or to the public for examination on request therefor.

Render to the President and directors, whenever requested, an account of any or all of his or her

transactions as treasurer and of the financial condition of the Corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be

included in any required reports.

Sign with the President or with his/her authorization, all obligations and checks authorized by the Board

of Directors.

Submit written reports of financial position and results from operations at all meetings of the Board of

Directors.

Settle all accounts and give regular reports during Board of Directors meetings.

Make collections from members and other debtors; collection assistance may be delegated.

Provide a copy of the monthly report to the Recording Secretary.

Maintain a database of all members and the payment of their annual dues, including the year of

membership.

Submit written reports at all Board meetings of the financial position and results from operations. In the

event the Treasurer cannot attend the monthly meeting, he or she is to submit a written report to the

Recording Secretary no later than 48 hours before the upcoming Board meeting.

In general, perform all duties incident to the office of treasurer and such other duties as may be required

by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be

assigned to him or her from time to time by the Board of Directors.

Section 8. Removal and Resignation. Any officer may be removed, either with or without cause, by the

Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board

of Directors or to the President or secretary of the Corporation. Any such resignation shall take effect at

the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified

therein, the acceptance of such resignation shall not be necessary to make it effective. The above

provisions of this section shall be superseded by any conflicting terms of a contract which has been

approved or ratified by the Board of Directors relating to the employment of any officer of the

Corporation.

Section 9. Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or

otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office

other than that of President, such vacancy may be filled temporarily by appointment by the President

until such time as the Board of Directors shall fill the vacancy. Vacancies occurring in offices of officers

appointed at the discretion of the Board of Directors may or may not be filled as shall be determined by

the Board of Directors.

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Section 10. Reimbursement. Directors shall serve without compensation with the exception that

expenses incurred in the furtherance of the business of the Corporation are allowed to be reimbursed

with documentation and prior approval. In addition, Directors serving the Corporation in any other

capacity, such as staff, are allowed to receive compensation therefore.

ARTICLE VII – COMMITTEES

Section 1. Board Committee Appointments. The Chair, or in the absence of a Chair, the President, may

designate and appoint committees of the Board of Directors as deemed necessary, except as provided in

these Bylaws. Each Board committee shall be chaired or co-chaired by a Board member approved by

the Chair or President, or at the Chair’s or President’s discretion, selected by the members of the

committee, subject to the approval of the Board of Directors. Non-Board members may be appointed to

any Board committee at the discretion of the Chair or President of the Board of Directors, except for the

Executive and Finance Committees. Likewise, the President and Chair shall have the power to remove

any member whenever in their judgment the best interests of the Corporation shall be served by such

removal. All appointments are honorary and functional. Each officer of the Board is to chair and/or co-

chair a minimum of two committees; however, when there are five or more directors on the Board of

Directors, each Board officer is limited to serving as a chair of no more than two committees but may

co-chair no more than one other committee.

Section 2. Standing committees. The Board of Directors shall establish certain Standing Committees

each year. The Chairs or co-chairs of each standing committee shall be a member of the Board of

Directors and may appoint the other committee members.

The responsibilities of a standing committee may include any or all, although the list is not all inclusive,

of the following actions:

Review and approve project charter, objectives, scope, and timeline

Review and approve project schedule Allocate resources to project, including budget

Provide input into project requirements tradeoffs

Oversee progress against timing, deliverables, and budget

Approve final outcome

Drive cross-functional support for the project and its outcomes, ensuring adoption/rollout

Drive company investment strategy Screen and prioritize project concepts

Make project gate review (i.e., go or no-go) decisions for major cross-functional projects

Meet periodically (based on duration of the project) Assist in resolving project resource issues

Assist in resolving major project issues Participate in final vendor selection (if part of project)

Section 2a. Executive Committee. The Board of Directors may, by a majority vote of its directors,

designate an Executive Committee consisting of no less than three (3) Board officers and at least one

other Board director and may delegate to such committee the powers and authority of the Board of

Directors in the management of the business and affairs of the Corporation, to the extent permitted, and,

except as may otherwise be provided, by provisions of law.

The Executive Committee shall be chaired by one officer of the Board of Directors.

By a majority vote of its members, the Board of Directors may at any time revoke or modify any or all

of the Executive Committee authority so delegated, increase or decrease but not below three (3) the

number of the members of the Executive Committee, and fill vacancies on the Executive Committee

from the members of the Board of Directors. The Executive Committee shall keep regular minutes of its

proceedings, cause them to be filed with the corporate records, and report the same to the Board of

Directors from time to time as the Board of Directors may require.

The designation and assignment of such Executive Committee and the delegation thereto of authority

shall not operate to relieve the Board of Directors, or any individual director, of any responsibility

imposed upon him or her by these Bylaws or the law.

In general, the Executive Committee shall be responsible for conducting Board affairs in the intervals

between meetings, dealing with matters of urgency or on-demand activities that arise between Board

meetings, and coordinating the annual performance review of the Chair of the Executive Committee.

The Executive Committee shall meet at the discretion of the Chair or President. These acts are to be

presented for full Board review.

No such committee shall have the authority to—

a) approve or recommend to members actions or proposals required by this act to be approved by

members;

b) fill vacancies on the Board of Directors or any committee thereof;

c) adopt, amend, or repeal the Bylaws.

Section 2b. Finance Committee. The Finance Committee shall be composed of no more than three

officers of the Board of Directors, one of whom shall be the Treasurer. The role of the Finance

Committee is to oversee all the financial operations of the organization; develop the budget, develop

long-range fiscal plans; procure and review any an all external audits; prepare and recommend an annual

operating budget to the Board of Directors; ensure accurate tracking, monitoring, and accountability for

funds; ensure adequate financial controls; review grants and associated terms.

Generally, the Treasurer chairs or co-chairs the Finance committee.

Section 2c. Fundraising Committee. The Fundraising Committee shall be composed of no more than

three officers of the Board of Directors and shall be responsible for the fundraising activities of the

Corporation, planning and coordinating major fundraising events. It shall coordinate its fundraising

goals with the Finance Committee, Marketing Committee, Publishing Committee, and any other

committee as appropriate. In addition, but not limited to, the Fundraising Committee implements the

Fundraising Plan of the Corporation, identifies and solicits funds from external sources of support, and

issues press releases for the corporation.

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It will be responsible also for obtaining monetary and in-kind donations for the various functions

sponsored by this Corporation. In obtaining said donations no general exclusivity (or official

designation) shall be given to any media organization. This does not preclude a media organization

from sponsoring a particular event and being named as sponsor of said event.

An officer of the Board of Director may chair, or co-chair with another director of the Board of

Directors, the Fundraising Committee.

Section 2d. Marketing Committee. The Marketing Committee shall be composed of three or more

Board members. This committee shall focus on raising overall awareness about the Corporation in the

Central Florida community as well as supporting any staff and the Fundraising Committee in furtherance

of visibility and development goals.

It will promote services to the community, including generating fees for those services, including

communications with the press.

This committee may be chaired or co-chaired by any member of the Board of Directors.

Section 2e. Governance (Nominating) Committee. The Governance (Nominating) Committee shall be

composed of three or more Board members. Its role is to identify needed Board-member skills;

recommend candidates to fill Board and officer vacancies, keep a list of and suggest potential members,

orient new members. The Governance Committee shall present a slate of candidates for officer and

Board member positions to the Board of Directors as vacancies are to be filled to conduct Corporate

business or no later than the third quarter of the fiscal year, before the regular Board meeting at which

approval of recommended candidates will be sought. It shall be responsible for assembling the

“Handbook of the Board of Directors.” It shall also oversee Board development tactics and programs,

and using best efforts to review and update these Bylaws every two years.

This committee may be chaired by an officer of the Board of Directors or co-chaired by an officer and a

member of the Board of Directors.

Secton 2f. Membership Committee. The Membership Committee shall be responsible for recruitment

of new members, review of the membership applications, supply applications to interested parties,

recordkeeping of members, provide information to applicable committees, and conducting an annual

membership drive during the months of January-March of each year. It shall be responsible for the

development and maintenance of the “Membership Book,” as required by Florida statute, in the

following manner: in alphabetical order, containing the name and address of each member and

including the date of membership and dues. Termination of the membership of any member shall be

recorded in the book, together with the date of termination of such membership.

It shall be co-chaired by the Treasurer and recording the Secretary.

Section 2g. Electronic Communications Committee. The e-Communications Committee will consist of

at least one officer of the Board of Director who serves as Chair and in the capacity as Webmaster of the

official web site of the Corporation. Each member of the Board of Director who serves on a committee

is responsible for posting its committee activities to the official website that meet the goals and

objectives permitted by law in furtherance or relating to the Corporation and as approved by the Board

of Directors.

E-networks may be formed for the purpose of the members to communicate at will and of marketing.

The e-Communications Committee, however, will not be responsible for the maintenance of any e-

network (e.g., Facebook, Myspace, Twitter, Quepasa) but, from time to time, may post information and

will recommend to the Fundraising Committee and other standing committees to promote their activities

on the official web site of the Corporation.

The official website, moreover, may be utilized as an official means of notice to all members as well as

the public at large.

Section 2h. Publishing Committee. The Publishing Committee is responsible for the review and

translation of communications generated by the Board of Directors for the members and the public. The

Publishing Committee is to approve and make editorial changes or recommendations to any proposed

publication developed by other committees, except that it is not responsible for the printing of such.

Such proposed publications include, but is not limited to, brochures, flyers, invitations, posters, annual

report, administrative bulletins, membership applications. The monthly house organ will be the

responsibility of the Publishing Committee, consisting of an editorial team and is to be coordinated with

the Executive Committee and any other relevant community. The Publishing Committee is to develop,

implement, and uphold the editorial policy on behalf of the Corporation.

In consultation with and approval of the Board of Directors, the following are some of the areas in

which it should become involved:

a) Provide ideas for the direction of the magazine;

b) Provide ideas for feature coverage;

c) Provide manuscript consultation;

d) Provide monthly critiques on the content of the products;

e) Contribute articles for publication or help find someone who can;

f) Participate in a roundtable discussion about a “hot” topic;

g) Serve as translator;

h) Maintain a consistent editorial style and quality.

As it pertains to the overall content of the official website, the website includes, but not limited to,

current and archived information, minutes of meetings, web pages, directory, advertisements, on-line

forum discussion, online poll and surveys, events, promotional materials, resources, hyperlinks, jpegs.

Items submitted for publication, such as news, resources, etc., are to be forwarded by e-mail to the

official e-mail address of the Corporation. Once received, all items will handled as proposals and will

be disseminated to all members of the Publishing Committee for consideration and decision. Individuals

and organizations making such submissions will be contacted with the response of the Publishing

Committee as soon as possible. The Publishing Committee, however, is not in position to write articles.

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Submissions by organizations that are promoting events, training courses, or products with a view to

making commercial profit from these goods or services will be subject to the conditions of the policy

and will, in addition, be required to make a donation to the Corporation as a non-profit charity

organization.

All committee members will be forwarded a copy of all submitted material and be asked to express their

opinion about whether or not it complies with the editorial policy of the committee. A decision will be

reached on the suitability of submissions by a simple majority of those able to respond within an agreed

timeframe, provided that at least three members have responded. Items will not be delayed or prevented

from publication on the grounds that a member or members of the committee have been unable to

respond within a reasonable timeframe. Members of the committee will agree between them what

constitutes a reasonable timeframe, which is likely to vary from item to item subject to the level of

urgency attached to individual items.

At an early opportunity, the committee shall consider how decisions will be reached in the event that

opinion about suitability is equally divided between committee members. Once this has been

established this policy will be updated accordingly.

Items submitted for publication as news will be judged on their newsworthiness and their compliance

with this policy. News items report facts and events and will be published on the site if, in the

judgment of the Publishing Committee, they are deemed accurate, up to date and of general interest to

the target audiences of the website.

It will serve as an educational training stage for members who are interest in the publishing industry.

News will not generally include opinion or argument unless it is appropriate and from a quotable

source. For example, if the Corporation was being restructured, it would be appropriate for members to

express opinions about the plans and their implications.

Items submitted as news by commercial organizations, whose main interest in publication is to promote

their products or services for profit, are unlikely to be published.

Since its members need to be electronically savvy in its capacity on behalf of the Network, it is

envisaged that most communication between its members, including decision-taking, will take place

remotely by email, telephone, or online forum.

It shall be co-chaired by two officers of the Board of Directors, one of which is the Chair of the e-

Communications Committee; and it is to be composed by no more than four other members (Board

and/or non-Board members) with editorial and translating skills from English into Spanish or Spanish

into English.

Section 2i. Art Exhibition Committee. The Art Exhibition Committee has as its primary goal the

responsibility to enrich the cultural experience of the membership of the Corporation and the

surrounding communities through the exhibition of art and educational programming, products and

publications. The broader goal entails hosting receptions which serve to help narrow the gap between

artist and viewer. is to cultivate artistic exposure and bring in artists and artwork that will better

enhance cultural appreciation. Among its responsibilities is to obtain relative data relating to art

exhibits, art contests, fairs, and the like which benefits the members; to prepare and distribute

sponsored calls for artists, to curate and install such exhibition, the provide for receptions at such

events as is feasible, seeking sponsorship for funding; the installation and breakdown of art

exhibitions.

The Art Exhibition Committee shall be chaired by one officer of the Board of Directors or co-chaired by

one officer and one director of the Board of Directors.

Section 2j. Evaluation Committee. The size of the Evaluation Committee shall be established by

majority vote of the Board of Directors present at the Board meeting. The Evaluation Committee shall

be formed no later than November of each year to evaluate the performance of the Board of Directors

and members in terms of outcomes, goals, data, analysis, and resulting adjustments. By December or

January, the Evaluation Committee shall have prepared a draft report of the state of the Corporation and

a draft Annual Report as required by law. By February, the Evaluation Committee shall distribute the

Annual Report at the at the Annual General Assembly; and by March, a final report to the Board of

Directors to be handed over to the new Board of Directors in April. It shall conduct periodic reviews in

accordance with Article IV, section 7.

Section 3. General and Ad Hoc Committees. In general, each committee must have three or more

members who serve at the pleasure of President or as delegated to the Board of Directors. The

President, or as delegated to the Board of Directors, by resolution adopted, may designate one or more

directors as alternate members of any such committee who may act in the place and stead of any absent

member or members at any meeting of such committee. Generally, these committees have are ad hoc

Board committee, existing to accomplish a goal and then cease to exist. The size, duration, and

responsibilities of ad hoc committees shall be established by a majority vote of the Board of Directors.

Neither the designation of any such committee, the delegation thereto of authority, nor action by such

committee pursuant to such authority shall alone constitute compliance by any member of the Board of

Directors not a member of the committee in question with his or her responsibility to act in good faith, in

a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care

as an ordinarily prudent person in a like position would use under similar circumstances

The Corporation shall have such other committees as may from time to time be designated by resolution

of the Board of Directors. These committees may consist of persons who are not also members of the

Board of Directors and shall act in an advisory capacity to the Board. Each committee is to be presided

by a director of the Board of Directors. Each committee chair is to provide a monthly report to the

Board of Directors.

Section 4. Other Committees. Other committees not having and exercising the authority of the Board of

Directors in the management of this Corporation may be designated by a resolution adopted by a

majority of the directors present at a meeting at which quorum is present. Except as otherwise provided

in by resolution of the Board of Directors, chairpersons of each such committee shall be members of the

Board of Directors and shall be appointed by the President of the Board of Directors. Committee

members may be appointed by the Board and non-Board members.

Other committees may be established or designated as sub-committees to existing committees to meet

any of the goals and objectives permitted by law in furtherance or relating to such purposes. Some such

committees may be as follows:

Archives committee. The size, duration, and responsibilities of such committee or sub-

committee shall be established by a majority vote of the Board of Directors.

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Compensation committee. The size, duration, and responsibilities of such committee or sub-

committee shall be established by a majority vote of the Board of Directors.

Section 5. Meetings and Action of Committees. Meetings and action of committees shall be governed

by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of

the Board of Directors, with such changes in the context of such bylaw provisions as are necessary to

substitute the committee and its members for the Board of Directors and its members, except that the

time for regular and special meetings of committees may be fixed by resolution of the Board of

Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining

to the conduct of meetings of committees to the extent that such rules and regulations are not

inconsistent with the provisions of these Bylaws.

A director of a Corporation who is present at a meeting of a committee of the Board of Directors when

corporate action is taken is deemed to have assented to the action taken unless:

(a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to

holding the meeting or transacting specified affairs at the meeting; or

(b) The director votes against or abstains from the action taken.

Section 6. Action by Committee without a Meeting. Unless the Bylaws provide otherwise, action

required or permitted by this act to be taken at a committee meeting may be taken without a meeting if

the action is taken by all members of the Board of Directors or of the committee. The action must be

evidenced by one or more written consents describing the action taken and signed by each director or

committee member. Action taken is effective when the last director signs the consent, unless the

consent specifies a different effective date. A consent signed under this section has the effect of a

meeting vote and may be described as such in any document.

Section 7. Advisory Board or Committee. The Corporation may have an advisory board or committee

made up of ex-officio directors and at least two non-board member artists who shall be elected or

appointed by the Board of Directors at the annual General Assembly. The ex-officio directors may

advise and consult with the Board of Directors but shall not vote on any corporate matter.

The ex-officio directors shall serve without compensation except reasonable expense may be paid. The

non-board member artists shall sever without compensation. Any expenses are subject to the approval

of the Board of Director.

The size, duration, and responsibilities of such committees shall be established by a majority vote of the

Board of Directors. The Board of Directors may establish one or more advisory board or committees.

ARTICLE VIII - PERIODIC REPORT REQUIREMENTS

Section 1. Maintenance of Corporate Records. The Corporation shall keep at its principal office:

a) Minutes of all meetings of directors, committees of the Board of Directors, and, if this

Corporation has members, of all meetings of members, indicating the time and place of holding

such meetings, whether regular or special, how called, the notice given, and the names of those

present and the proceedings thereof;

b) Adequate and correct books and records of account, including accounts of its properties and

business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and

losses;

c) A record of its members, if any, indicating their names and addresses and, if applicable, the class

of membership held by each member and the termination date of any membership;

d) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which

shall be open to inspection by the members, if any, of the Corporation at all reasonable times

during office hours.

Section 2. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal.

Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate

instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors' Inspection Rights. Every director shall have the absolute right at any reasonable

time to inspect and copy all books, records, and documents of every kind and to inspect the physical

properties of the Corporation, and shall have such other rights to inspect the books, records, and

properties of this Corporation as may be required under the Articles of Incorporation, other provisions of

these Bylaws, and provisions of law.

Section 4. Members' Inspection Rights. If this Corporation has any members, then each and every

member shall have the following inspection rights, for a purpose reasonably related to such person's

interest as a member:

a) To inspect and copy the record of all members' names, addresses, and any voting rights, at

reasonable times, upon written demand on the Secretary of the Corporation, which demand shall state

the purpose for which the inspection rights are requested.

b) To obtain from the Secretary of the Corporation, upon written demand on, and payment of a

reasonable charge to, the Secretary of the Corporation, a list of the names, addresses, and any voting

rights of those members entitled to vote for the election or appointment of directors as of the most recent

record date for which the list has been compiled or as of the date specified by the member subsequent to

the date of demand.

The demand shall state the purpose for which the list is requested. The membership list shall be made

available within a reasonable time after the demand is received by the Secretary of the Corporation or

after the date specified therein as of which the list is to be compiled.

c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members

or of the Board or committees of the Board of Directors, upon written demand on the Secretary of the

Corporation by the member, for a purpose reasonably related to such person's interests as a member.

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Members shall have such other rights to inspect the books, records, and properties of this Corporation as

may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of

law.

Section 5. Right to Copy and Make Extracts. Any inspection under the provisions of this article may be

made in person or by agent or attorney and the right to inspection shall include the right to copy and

make extracts.

Section 6. Periodic Report. The Board of Directors shall cause any annual or periodic report required

under law to be prepared and delivered to an office of this state or to the members, if any, of this

Corporation, to be so prepared and delivered within the time limits set by law.

Section 7. Financial reports for members. Within 60 calendar days following the end of the fiscal or

calendar year or annually on such date as is otherwise provided in the Bylaws of the Corporation, the

Board of Directors of the Corporation shall mail or furnish by personal delivery to each member a

complete financial report of actual receipts and expenditures for the previous 12 months. The report

shall show the amounts of receipts by accounts and receipt classifications and shall show the amounts of

expenses by accounts and expense classifications.

ARTICLE IX - CORPORATE RECORDS

A Corporation shall keep as records minutes of all meetings of its members and Board of Directors, a

record of all actions taken by the members or Board of Directors without a meeting, and a record of all

actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of

the Corporation.

A Corporation shall maintain accurate accounting records.

A Corporation or its agent shall maintain a record of its members in a form that permits preparation of a

list of the names and addresses of all members in alphabetical order by class of voting members if any.

A Corporation shall maintain its records in written form or in another form capable of conversion into

written form within a reasonable time.

A Corporation shall keep a copy of the following records:

a) Its Articles of Incorporation or restated Articles of Incorporation and all amendments to them

currently in effect.

b) Its Bylaws or restated Bylaws and all amendments to them currently in effect.

c) The minutes of all members' meetings and records of all action taken by members without a

meeting for the past 3 years.

d) Written communications to all members generally or all members of a class within the past 3

years, including the financial statements furnished for the past three (3) years under Title XXXVI,

Chapter 617, section 617.1605.

e) A list of the names and business street, or home if there is no business street, addresses of its

current directors and officers.

f) Its most recent annual report delivered to the Florida Department of State under Title XXXVI,

Chapter 617, section 617.1622.

ARTICLE X – MEMBERSHIP

Section 1. Determination and Rights of Members. The Corporation shall have only one class of

members. No member shall hold more than one membership in the Corporation. Except as expressly

provided in or authorized by the Articles of Incorporation, the Bylaws of this Corporation, or provisions

of law, all memberships shall have the same rights, privileges, restrictions, and conditions.

Section 2. Eligibility for Membership, Qualifications, and Admission. Applicants shall be admitted to

membership as follows:

Application for membership shall be open to any current resident, property owner, business operator, or

employee of the State of Florida who supports the purpose statement in Article 1 and the mission of the

Corporation. Specifically, the membership shall consist of artists, or persons otherwise interested and

supportive of the arts, who each has submitted an application, paid membership dues, has been approved

by a majority vote of the Board of Directors as presented for vote by the Membership Committee, and

who legally resides in the State of Florida.

The members, whether or not of Hispanic origin, shall be supportive and promoters of the purpose

statement in Article II and the mission statement of the Corporation. The members shall be at least 18

years of age.

The Board of Directors shall not issue membership certificates or shares of stock to members.

The Board of Directors may approve applicants as new members at any meeting by a majority of one

third of the director in attendance. Notwithstanding any provision of the Bylaws, no member of the

press may serve on the Board of Directors.

Section 2. Number of Members. There is no limit on the number of members the Corporation may

admit.

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Section 3. Nontransferability of Membership. Membership in Corporation is not transferable or

assignable. All rights of membership cease upon the member's death.

Section 4. Fees and Dues. All members shall pay dues in such amounts as specified by the Board of

Directors, to remain in good standing. Annual membership dues shall be paid on or before March. New

members shall pay the annual dues upon joining. New members, who join after the initial Membership

Drive during January-March of each year, shall pay dues at a prorated rate.

The Treasurer or Assistant Treasurer shall send an invoice to each member, specifying the amounts due

during January and February of each year.

There shall be no deductions or refunds of paid dues.

Section 5. Duties of Members. To enjoy its privileges, all members shall comply with the Bylaws and

policies and procedures of the Corporation.

Section 6. Responsibilities of Artists. Artists are responsible for their personal art work and insurance.

The Corporation reserves the right to impose a daily storage fee if the Corporation has to store the art

work for the artist.

Artists are to comply with all the requirements set forth in calls to artists, prescribed timeframes, and as

affirmed by signing applications to be considered for participation in an art show or the like.

Section 7. Nonliability of Members. A member of this Corporation is not, as such, personally liable for

the debts, liabilities, or obligations of the Corporation.

Section 8. Termination of Membership. The membership of a member shall terminate upon the

occurrence of any of the following events:

a) Upon his or her notice of such termination delivered to the President or secretary of the

Corporation personally or by mail, such membership to terminate upon the date of delivery of the notice

or date of deposit in the mail.

b) If this Corporation has provided for the payment of dues by members, upon a failure to renew

his or her membership by paying dues on or before their due date, such termination to be effective thirty

(30) calendar days after a written notification of delinquency is given personally or mailed to such

member by the Secretary of the Corporation. A member may avoid such termination by paying the

amount of delinquent dues within a thirty (30) day period following the member's receipt of the written

notification of delinquency.

c) After providing the member with reasonable written notice and an opportunity to be heard either

orally or in writing, upon a determination by the Board of Directors that the member has engaged in

conduct materially and seriously prejudicial to the interests or purposes of the Corporation. Any person

expelled from the Corporation shall receive a refund of dues already paid for the current dues period.

All rights of a member in the Corporation shall cease on termination of membership as herein provided.

Section 9. Membership Book. The Corporation shall keep a membership book, in alphabetical order

maintained, containing the name and address of each member. Termination of the membership of any

member shall be recorded in the book, together with the date of termination of such membership. Such

book shall be kept at the Corporation's principal office.

The Corporation shall also keep records in accordance with Article IX, Corporate Records.

Section 10. Fines and Penalties against Members. A Corporation may levy fines or otherwise penalize

members of the Corporation. No fine or penalty shall be levied until after the Corporation has provided

notice thereof to the members concerned and has afforded the member an opportunity to be heard on the

matter. The foregoing notice and hearing shall not be required as to the levy of a late fee for nonpayment

of dues.

Section 11. Featured Artist or Member of the Month

The Corporation will recognize each month an “Artist or Member of the Month” from the membership

as a result of submissions by the members to a delegated committee or the Board of Directors for

approve for publication. Members who have completed and submitted answers to interview questions,

or who have submitted an artist’s statement with a biography for publication, will be considered for

publication in the monthly house organ and on the official web site of the Corporation. Interview

questions may be formulated periodically or at least once a year by the delegated committee or the

Board of Directors, approved by the directors, and distributed to the membership by e-mail and posted

on the official web site. Any member without e-mail will receive a copy of the procedure in the mail

upon implementation or revision. If there is no submission or candidate in a given month, there will be

no featured member posted for a subsequent month. In the event the delegated committee or the Board

of Directors wishes to recognize a non-member, well-known, Hispanic artist, the Board of Directors

may elect to publish such an article for educational purposes in lieu of or in addition to a featured

member of the month.

ARTICLE XI – MEETINGS OF MEMBERS

Section 1. Place of Meetings. Meetings of members shall be held at the principal office of the

Corporation or at such other place or places as may be designated from time to time by resolution of the

Board of Directors.

Section 2. Special Meetings of Members. Special meetings of the members shall be called by the

Board of Directors, the Chair of the Board, or the President of the Corporation, or, if different, by the

persons specifically authorized under the laws of this State to call special meetings of the members.

Section 3. Annual General Assembly. The Board of Directors shall hold an Annual General Assembly

meeting in the month of February. This meeting of members shall be held for the purpose of electing

directors or transacting other business as may come before the meeting.

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In the event of an election involving voting members, the candidates receiving the highest number of

votes up to the number of directors to be elected or appointed shall be elected or appointed. Each voting

member shall cast one vote, with voting being by ballot only.

The Annual General Assembly of members, for the purpose of electing directors, shall be deemed a

regular meeting.

If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same

hour and place on the next business day.

Other regular meetings of the members shall be held on __________, at __________ _M, unless

otherwise specified with proper notice as defined in the Bylaws.

Section 4. Regular Meetings of Members. The Board of Directors may elect to conduct other regular

meetings, resources permitting, for the purpose of transacting business as may come before the meeting,

including a round table discussion in the first quarter of the fiscal year.

Section 5. Special Meetings of Members. Special meetings of the members shall be called by the Board

of Directors, the Chair of the Board, or the President of the Corporation, or, if different, by written

request of at least three (3) members in good standing. Such meeting shall be held at such time and

place within or outside of the State of specifically authorized under the laws of this State to call special

meetings of the members.

Section 4. Notice of Meetings. Unless otherwise provided by the Articles of Incorporation, these

Bylaws, or provisions of law, notice stating the place, day, and hour of the meeting and, in the case of a

special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than

ten (10) nor more than forty-five (45) calendar days before the date of the meeting, either personally or

by postal or electronic mail, by or at the direction of the President, or the Secretary, or the persons

calling the meeting, to each member entitled to vote or to comment at such meeting.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail

addressed to the member at his or her address as it appears on the records of the Corporation, with

postage prepaid.

Personal notification includes notification by telephone, by facsimile machine or by electronic mail,

including the official web site/network, provided however, in the case of facsimile notification, the

member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message

or telephone call within forty-eight hours of the first facsimile transmission. The member is to

acknowledge receipt by giving notice of attendance or non-attendance at the subject meeting.

The notice of any meeting of members at which directors are to be elected or appointed shall also state

the names of all those who are appointees, nominees or candidates for election to the Board of Directors

at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this Corporation under

provisions of the Articles of Incorporation, these Bylaws, or the law of this State, a waiver of notice in

writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the

giving of such notice.

Section 5. Quorum for Meetings. If the purpose of the Annual General Assembly is to elect members

to the Board of Directors, a quorum shall consist of fifty percent plus one of the voting members of the

Corporation present at the meeting. At no time shall there be less than 10 voting members present at the

meeting, excluding Board members present who are nominees or candidates running for re-election in a

non-officer capacity.

If appointment is made to the Board of Directors in lieu of an election, a quorum shall consist of

members present at the meeting but no less than 10 members present at the meeting, excluding Board

members present. At no time shall there be less than three Board officers present.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no

business shall be considered by the members at any meeting at which the required quorum is not present,

and the only motion which the Chair or President shall entertain at such meeting is a motion to adjourn.

Section 6. Majority Action as Voting Membership Action. Every act or decision done or made by a

majority of voting members present in person or by proxy at a duly held meeting at which a quorum is

present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of

law require a greater number.

Section 7. Voting Rights. If there is an election of Board members, each member is entitled to one

vote, in person or by proxy, on each matter submitted to a vote by the members. Voting at duly held

meetings shall be by hand vote. Election of Directors, however, shall be by written ballot.

Absentee ballots must be submitted and received by the assigned Board member 15 calendar days prior

to the meeting date.

Section 8. Action by Written Ballot. Except as otherwise provided under the Articles of Incorporation,

these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of

members may be taken without a meeting if the Corporation distributes a written ballot to each member

entitled to vote on the matter.

The ballot shall—

a) set forth the proposed action;

b) provide an opportunity to specify approval or disapproval of each proposal;

c) indicate the number of responses needed to meet the quorum requirement and, except for

ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass

the measure submitted; and

d) shall specify the date by which the ballot must be received by the Corporation in order to

be counted. The date set shall afford members a reasonable time within which to return the ballots to the

Corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as

specified in these Bylaws.

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Approval of action by written ballot shall be valid only when the number of votes cast by ballot within

the time period specified equals or exceeds the quorum required to be present at a meeting authorizing

the action, and the number of approvals equals or exceeds the number of votes that would be required to

approve the action at a meeting at which the total number of votes cast was the same as the number of

votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons

nominated at the time the ballots are mailed or delivered.

Section 9. Conduct of Meetings. Meetings of members shall be presided over by the Chair of the

Board, or, if there is no Chair, or in his or her absence, by the President of the Corporation or, in his or

her absence, by the Vice President of the Corporation or, in the absence of all of these persons, by a

Chair chosen by a majority of the voting members present at the meeting. The Secretary of the

Corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the

presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time,

insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these

Bylaws, or with provisions of law.

ARTICLE XII – APPOINTMENT OR ELECTIONS

Section 1a. Elections. No more than forty-five (45) calendar prior to the time and date of the Annual

General Assembly in February, the President shall call for nominations for officers of the Board of

Directors listed below. Ballots should be received by the members no later than fifteen (15) calendar

days prior to the time and date of the Annual General Assembly in February.

The elections shall take place every year in February according to the procedures adopted by the Board

of Directors. The following positions may be open for elections yearly as provided by the Bylaws:

President

President Elect

Vice-President

Vice-President (Webmaster)

Recording Secretary

Assistant Secretary

Treasurer

Assistant Treasurer

Other slated Directors

Section 1b. Nominations. A request for nominations of officers and directors shall be made in

December-January at which time nominations may be made from the floor or by e-mail. Any officer

may be nominated for another position at the end of a term.

Section 1c. Official Slate of Officers. Notice of the final slate shall be sent to all members no later than

fifteen (15) calendar days in advance of the February (Annual General Assembly). E-mail, mail

ballots, or proxies may be used by the members for sending nominations and for the elections. If a

member who sends an e-mail, mail ballot, or proxy and who attends the Annual General Assembly is to

abstain from the ballot or hand vote.

Section 2. Appointments. The Governance Committee shall present a slate of candidates for officer and

Board member positions to the Board of Directors as vacancies are to be filled to conduct corporate

business, but no later than by the third quarter of the fiscal year, before the regular Board meeting at

which approval of recommended nominees or candidates will be sought. In the event Board officers are

to be considered for appointment or election, the Board of Directors shall determine whether the

membership is to elect these nominees or candidates as Board officers, namely, President, treasurer,

secretary, vice-president(s), and President-elect.

Periodically, the Governance Committee will issue press releases to seek applicants for the Board of

Directors, review the qualifications stated in the application form to determine that they meet the skills

sought by the Board of Directors in the furtherance of the purposes stated in Article II.

Section 4. Installation of New Officers. The new officers of the Board of Director shall start to perform

their official duties, upon taking oath of office at the Installation Ceremony, on the first day of April.

The Installation Ceremony is to take place in March, in celebration of the anniversary of the founding of

the Corporation.

ARTICLE XIII – FISCAL YEAR

The fiscal year shall begin with the first day of April and end of the last day of March in each year.

ARTICLE XIV – WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Florida Non-Profit Corporation

Act 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 persons entitled to such notice, whether before or after the

time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV - EXECUTION OF INSTRUMENTS,

DEPOSITS, AND FUNDS

Section 1. Execution of Instruments. The Board of Directors, except as otherwise provided in these

Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or

execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority

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may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee

shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its

credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of

this Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or

execute and deliver any instrument in the name of and on behalf of this Corporation, and such authority

may be general or confined to specific instances.

Section 3. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of

Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of

money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and

countersigned by the President of the Corporation.

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 depositories as the Board of Directors may

select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift,

bequest, or devise, cash or in kind, for the nonprofit purposes of this Corporation.

ARTICLES XVI – 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 of Directors, Executive Committee, Standing

Committees, and other Committees having the authority of the Board of Directors. It shall also keep at

the registered or principal office a record giving the names and addresses of the members entitled to

vote. A complete accounting of transactions shall be presented to the Board of Directors at least once a

year. Once a year or when the Board of Directors considers it necessary, this Corporation shall appoint

an outside auditor.

ARTICLES XVII – BYLAWS

The articles of these Bylaws may be revised, amended, or repealed, the Bylaws, or adopt new bylaws, by

the Board of Directors. Upon approval by a majority vote of all directors present at any meeting of the

Board of Directors at which the changes are presented, a motion to fast track the changes can be made.

ARTICLES XVIII – AMENDMENTS TO BYLAWS

Section 1. Bylaws. Subject to the power of the members, if any, these Bylaws may be revised, amended

or repealed the Bylaws of this Corporation or adopt new bylaws, as adopted by the Board of Directors

by a majority vote of all directors of the Board of Directors, and shall go into effect

a) provided that notice of the proposed revision, amendment, or repeal of the Bylaws, or adoption

of new bylaws, shall have been given at least ten (10) calendar days prior to a regular meeting of the

Board of Directors, and that such proposed changes to the Bylaws, or adoption of new bylaws, shall

have been reviewed, discussed, and proposed at such meeting or shall have been delegated to a

committee for review, discussion, and proposal at least ten (10) calendar day prior to a regular meeting

of the Board of Directors for review and for vote at such meeting; and

b) ten (10) calendar days after it is adopted and presented at a special meeting of the members,

broadcasted in the official website of the Corporation, or at the Annual General Assembly, whichever

occurs first.

Section 2. Emergency Bylaws.

a) Unless the Articles of Incorporation provide otherwise, the Board of Directors of a Corporation

may adopt bylaws to be effective only in an emergency. The emergency bylaws may make all

provisions necessary for managing the Corporation during an emergency, including:

1) Procedures for calling a meeting of the Board of Directors;

2) Quorum requirements for the meeting; and

3) Designation of additional or substitute directors.

b) The Board of Directors, either before or during any such emergency, may provide, and from

time to time modify, lines of succession if during such emergency any or all officers or agents of the

Corporation are for any reason rendered incapable of discharging their duties.

c) All provisions of the regular Bylaws consistent with the emergency bylaws remain effective

during the emergency. The emergency bylaws are not effective after the emergency ends.

d) Corporate action taken in good faith in accordance with the emergency bylaws:

1) Binds the Corporation; and

2) May not be used to impose liability on a corporate director, officer, employee, or agent.

3) An emergency exists for purposes of this section if a quorum of the Corporation's directors

cannot readily be assembled because of some catastrophic event.

IXX - CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this

Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions

or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions

and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation,

articles of organization, certificate of incorporation, organizational charter, corporate charter, or other

Page 39 of 40

founding document of this Corporation filed with an office of this State and used to establish the legal

existence of this

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such

sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding

provisions of any future federal tax code.

ADOPTION OF BYLAWS

We, the undersigned, are all of the directors or incorporators of this Corporation; and we consent to, and

hereby do, adopt the foregoing Bylaws, consisting of 37 preceding pages, as the Bylaws of this

Corporation.

Date: August 17, 2010

___________________________/s

Damaris Soto-Frassica, President

__________________________ /s

Agustin Negron, President-elect

__________________________________________________________

Lydisabel Ruiz, Vice President

_________________________ /s

Armida Nagy Stickney, Vice President

_________________________ /s

Luz Pennington, Treasurer

_________________________/s

Magdalena Matias, Secretary

_________________________/s

Manuel Portales, Director

__________________________________________________________

Sarita Paccine, Director

_________________________/s

Agustin Mercado, Director

_________________________/s

Diana Posada, Director

_________________________________________________________

Ismael Gonzalez, Director

_________________________________________________________

Zoe Otero, Director

__________________________________________________________

Dora Iregui

__________________________________________________________

Alcira Levy