BYLAWS OF INTERNATIONAL ASSOCIATION OF LATINO NURSE FACULTY
A Texas Non-Profit Corporation
ARTICLE I – ORGANIZATION
Section 1.1 Name. The name of this organization is the International Association of Latino Nurse Faculty (the “Organization”).
ARTICLE II – PURPOSES AND FUNCTIONS OF THE ORGANIZATION
Section 2.1 Purposes of the Organization. The Organization is a non-profit corporation duly organized in the State of Texas and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. The purpose of this Organization is to form and maintain a group whereby Latino nurse faculty with similar credentials, interests, and concerns may work to promote certain health-related issues and educational interests for the benefit of themselves and the Latino Community.
Section 2.2 Functions of the Organization. The functions of this organization are to:
(a) Provide a center for communication among members;
(b) Develop strategies for promulgating group concerns to other individuals, institutions, and communities;
(c) Assist members in professional development;
(d) Develop, initiate, and sponsor continuing education activities;
(e) Encourage and support research efforts among members;
(f) Act and speak on health-related issues with government officials as needed or requested;
(g) Foster junior faculty in their roles and support their advancement and the advancement of senior faculty; and
(h) Encourage networking and guidance in employment and recruitment activities.
Section 2.3 Non-Profit Status and Exempt Activities Limited.
(a) Non-Profit Legal Status. The Organization is a Texas non-profit corporation recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this Organization shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Organization shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Certificate of Formation and these Bylaws.
(c) Distribution upon Dissolution.
(i) Upon termination or dissolution of this Organization, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
(ii) The organization to receive the assets of this Organization hereunder shall be selected in the discretion of a majority of the managing body of this Organization, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against this Organization, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this Section 2.3(c). The court, upon a finding that this Section 2.3(c) is applicable, shall select the qualifying organization, or organizations, to receive the assets to be distributed, giving preference, if practicable, to organizations associated with Latino nurses.
(iii) In the event that the court shall find that this Section 2.3(c) is applicable but there is no qualifying organization known to it that has a charitable purpose, which, at least generally, includes a purpose similar to this Organization, then the court shall direct the distribution of its assets lawfully available for distribution to the Comptroller of the State of Texas to be added to the general fund.
ARTICLE III – MEMBERSHIP
Section 3.1 Definition of Membership. There shall be four (4) categories of membership: (i) Full; (ii) International; (iii) Associate; and (iv) Honorary.
Section 3.2 Qualifications for Membership.
(a) Full Membership. Full members of this Organization shall consist of Latino registered nurses with an earned graduate degree in nursing; who have a current license to practice in good standing in at least one of the United States, its possessions, or its territories; and who are currently teaching, or retired from teaching nursing in a nationally accredited school or college of nursing.
(b) International Membership. International members meet the criteria of Section 3.2(a) above, except are teaching nursing outside the United States, its possessions, or its territories.
(c) Associate Membership. Associate members either (i) meet the criteria of Section 3.2(a) above, except are not Latino, or (ii) are organizations dedicated to the furtherance of the same objectives of this Organization.
(d) Honorary Membership. Honorary members are professionals who have made noteworthy contributions to nursing, health care, or the Organization as determined by the Board of Directors.
Section 3.3 Responsibilities of Members.
(a) All members shall fulfill all the requirements and qualifications defined in this Article III, perform all duties designated by these Bylaws, pay assessed financial obligations, and work towards the purpose of the organization.
(b) Full, International, and Associate members shall pay Annual Membership Dues. Honorary members shall not be required to pay dues.
(c) All members are eligible to participate in meetings.
(d) All members shall be entitled to one vote each.
(e) Full and international members are eligible to be elected as an officer or a Director.
(f) Termination of Membership. Membership shall terminate for Full, International, and Associate members upon the end of the Membership Year. The membership shall not renew until the receipt of dues for the present year, which are payable January 1st each year.
(g) Transfer of Membership. Membership in this Organization is not transferable or assignable.
ARTICLE IV – MEETINGS
Section 4.1 Annual Meeting. The annual meeting of members shall be held on the date and time set by the Board of Directors.
Section 4.2 Notice of Members’ Meeting. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than thirty (30) nor more than sixty (60) days before the date of the meeting, either personally, by facsimile transmission, by mail, or by email, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If transmitted by facsimile, notice is deemed to be given on successful transmission of the facsimile. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Organization, with postage thereon paid. If emailed, such notice shall be deemed to be given upon transmission to the member’s email service provider at the member’s email address as it appears on the record of the Organization.
Section 4.3 Special Members’ Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by members having not less than one-tenth (1/10) of the votes entitled to be cast at such meeting. Only business within the purpose, or purposes, described in the notice or executed waiver of notice may be conducted at a special meeting of the members. Any person or persons entitled hereunder to call a special meeting of members may do so only by written request sent by certified mail or delivered in person to the President or Secretary. The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be given in the manner provided by these Bylaws to all members entitled to vote at the meeting. If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these Bylaws. Nothing contained in this Section 4.3 shall be construed as limiting, fixing, or affecting the time or date when a meeting of members called by action of the Board of Directors may be held.
Section 4.4 Quorum. Unless otherwise provided in the Certificate of Formation or in these Bylaws, members holding more than one-tenth (1/10) of the votes entitled to be cast shall constitute a quorum. Unless otherwise provided in the Certificate of Formation or these Bylaws, once a quorum is present at a meeting of members, or a special members’ meeting, the members present at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any member or the refusal of any present shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Certificate of Formation or these Bylaws, the members present at a meeting of members, or a special members’ meeting, at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the majority of the members present at that meeting.
Section 4.5 Fixing Record Dates for Determining Members Entitled to Vote and Notice.
(a) The record date for determining the members entitled to notice of a members’ meeting, or a special members’ meeting, and for determining the members entitled to vote at the meeting shall be the close of business on the business day preceding the date on which notice is given, such date in any case not be earlier than the 60th day before the date the action requiring the determination of members is originally to be taken.
(b) A determination of members entitled to notice of or to vote at a members’ meeting, or special members’ meeting, is effective for any adjournment of the meeting unless the Board of Directors fix a new date for determining the right to notice or the right to vote. The Board of Directors must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than sixty (60) days after the record date for determining members entitled to notice of the original meeting.
Section 4.6 Order of Business at Member Meetings. The order of business at Members’ Meetings shall be as follows: (i) call to order; (ii) roll call; (iii) approval of minutes; (iv) Board of Directors’ report; (v) Treasurer’s report; (vi) committee reports; (vii) old business; (viii) new business; (ix) announcements; and (x) adjournment.
Section 4.7 Parliamentary Authority. The rules contained in Robert’s Rules of Order Newly Revised shall govern the meetings of the Organization and its constituents in all cases which are applicable and shall be the authority in all cases to which they are applicable, and in which they are not inconsistent with the Organization’s Certificate of Formation or these Bylaws.
Section 4.8 Voting of Members.
(a) Each member eligible to vote under these Bylaws shall be entitled to one (1) vote on each matter submitted to a vote of the members, except to the extent that the voting rights of any member are limited, enlarged, or denied by the Certificate of Formation or these Bylaws.
(b) The vote of the majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a greater number is required by law, the Certificate of Formation, or these Bylaws. Any vote may be taken by voice or show of hands unless a member entitled to vote objects, in which case written ballots shall be used.
Section 4.9 Liability of Members. No person who is now, or who later becomes, a member of this Organization shall be personally liable to the Organization’s creditors for any indebtedness or liability, and any and all creditors of this Organization shall look only to the assets of this Organization for payment.
ARTICLE V – BOARD OF DIRECTORS
Section 5.1 Board of Directors. To the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the powers of the Organization shall be exercised by or under the authority of, and the business and affairs of the Organization shall be managed under the direction of the Board of Directors of the Organization. Directors need not be residents of the State of Texas or members of the Organization unless the Certificate of Formation or these Bylaws so require.
Section 5.2 Number and Election of Directors.
(a) Number of Directors. The number of Directors shall be eleven (11) provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors, provided that the number of Directors may not be decreased to fewer than three (3). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.
(b) Directors. The Directors shall consist of four (4) Members elected by the membership, six (6) Members appointed by the Board of Directors, and the Founder, as defined in Section 5.2(c) below, who shall be a permanent Ex Officio Director with the same voting rights as the other Directors.
(c) Founder. The Founder of the Organization is Dr. Norma Martinez-Rogers.
(d) Directors Elected by the Membership. Two (2) of the initial four (4) Members elected by the membership shall serve for a term of three (3) years, while the other two (2) shall serve for a term of two (2) years. Subsequent to the initial Board of Directors, all Members elected by the membership shall serve for two (2) years, with two (2) Members being elected every year, and all may be re-elected, but may not serve for more than two (2) consecutive terms.
(e) Election. The membership shall elect two (2) members to the Board of Directors at each Annual Meeting of Members.
(f) Directors Appointed by the Board. Three (3) of the initial six (6) Members appointed by the Board of Directors shall serve for a term of three (3) years, while the other three (3) shall serve for a term of two (2) years. Subsequent to the initial Board of Directors, all Members appointed by the Board of Directors shall serve for two (2) years, with three (3) Members being appointed every year, and all may be re-appointed and may serve for more than two (2) consecutive terms.
(g) Appointment. The Board of Directors, whose terms have not expired, and not including the newly elected Members-at-large, shall appoint a Member for each available Board seat immediately following the Annual Meeting of Members, before proceeding with business of the Board of Directors at the Annual Meeting of Directors or the election of Officers.
Section 5.3 Removal, Resignation, Vacancies of Directors.
(a) Removal. Except for the Founder, as an Ex Officio Director, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.
(b) Resignation. A director may resign by providing written notice of such resignation to the Organization. The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. Acceptance of the resignation shall not be required to make the resignation effective.
(c) Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the previous director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.
Section 5.4 Annual Meeting of Directors. Immediately following each Annual Meeting of Members, the Board of Directors elected at such meeting shall hold an annual meeting at which they shall transact such business as shall come before the meeting. The time and place of the annual meeting of the Board of Directors may be changed by resolution of the Board of Directors.
Section 5.5 Regular Meeting of Directors. The Board of Directors shall hold at least three (3) Regular Meetings each Fiscal Year, in addition to the Annual Meeting of Directors, for a minimum of four (4) total meetings. Each Director must attend a minimum of fifty percent (50%) of all scheduled meetings, Regular and Annual, held each Fiscal Year. Attendance may be on site, by conference call, or by webcast.
Section 5.6 Special Meeting of Directors. The Secretary shall call a special meeting of the Board of Directors whenever requested to do so by the President or by five (5) or more directors. Such special meeting shall be held at the date and time specified in the notice of meeting.
Section 5.7 Place of Meeting of Directors. All meetings of the Board of Directors shall be held either at the principal office of the Organization or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting or executed waiver of notice.
Section 5.8 Notice of Meeting of Directors. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than thirty (30) nor more than sixty (60) days before the date of the meeting, either personally, by facsimile transmission, by mail, or by email, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Organization, with postage thereon paid. If transmitted by facsimile, notice is deemed to be given on successful transmission of the facsimile.
Section 5.9 Quorum and Voting. A quorum for any Board meeting shall a majority of the Directors. The act of a majority of the Directors present at a meeting at which quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Certificate of Formation. No business shall be considered by the Board of Directors at any meeting in which quorum is not present.
Section 5.10 Duties of the Board of Directors. The duties of the Board of Directors are to (i) transact business between regular meetings, (ii) establish major administrative decisions, (iii) recommend measures for the growth of the organization, (iv) elect officers, and (v) insure that all appropriate officers are bonded.
Section 5.11 Action By Directors Without Meeting.
(a) Any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Board of Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.
(b) If the Organization’s Certificate of Formation so provides, any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Board of Directors as would be necessary to take that action at a meeting at which all of the Board of Directors were present and voted.
(c) Each written consent shall bear the date of signature of each Director who signs the consent. A written consent signed by less than all of the Board of Directors is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Organization in the manner required by this Section 5.11, a consent or consents signed by the required number of Board of Directors is delivered to the Organization at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Organization having custody of the books in which proceedings of meetings of Board of Directors are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Organization’s principal place of business shall be addressed to the President or principal executive officer of the Organization.
(d) Prompt notice of the taking of any action by Board of Directors without a meeting by less than unanimous written consent shall be given to all Board of Directors who did not consent in writing to the action.
(e) If any action by Board of Directors is taken by written consent signed by less than all of the Board of Directors, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the Board of Directors, that written consent has been given in accordance with the provisions of Section 22.220 of the Texas Business Organizations Code and that any written notice required by such section has been given.
(f) A telegram, telex, cablegram, or similar transmission by a Director or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Director shall be regarded as signed by the Director for purposes of this Section 5.11.
Section 5.12 Compensation. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a reasonable fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors. Subject to the terms and conditions of Section 10.1, a director shall not be precluded from serving the Organization in any other capacity and receiving reasonable compensation for such services.
ARTICLE VI – OFFICERS
Section 6.1 Number of Officers. The Officers of this Organization shall be: (i) President, (ii) Vice President, (iii) Secretary, (iv) Treasurer, and (v) Parliamentarian. New offices may be created and filled at any meeting of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. A committee duly designated may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of both President and Secretary.
Section 6.2 Election of Officers and Term of Office. The officers shall be elected biennially by the Membership at the Annual Meeting. The Officers of this Organization shall serve for a term of two (2) years, and may be re-elected, but may not serve for more than four (4) consecutive years.
Section 6.3 Removal, Resignation, Vacancies of Officers.
(a) Removal. Any officer elected or appointed may be removed by a majority of the Board of Directors whenever in their judgment the best interests of the Organization will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.
(b) Resignation. An officer may resign by providing written notice of such resignation to the Board of Directors. The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. Acceptance of the resignation shall not be required to make the resignation effective.
(c) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.4 Powers of Officers.
(a) Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Board of Directors shall from time to time designate. All officers shall perform their duties subject to the directions and under the supervision of the Board of Directors. The President may secure the fidelity of any and all officers by bond or otherwise.
(b) All officers and agents of the Organization, as between themselves and the Organization, shall have such authority and perform such duties in the management of the Organization as may be provided in theses Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.
(c) In the discharge of a duty imposed or power conferred on an officer of the Organization, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Organization or another person, that were prepared or presented by: (i) one or more other officers or employees of the Organization, including members of the Board of Directors; or (ii) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
(d) An officer is not relying in good faith within the meaning of this Section 6.4 if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 6.4
Section 6.5 President.
(a) The President shall be the chief executive officer of the Organization and shall preside at all meetings of all directors and members. The President shall serve as the Chair of the Board of Directors. Such officer shall see that all orders and resolutions of the Board of Directors are carried out, subject however, to the right of the directors to delegate specific powers, except such as may be by statute exclusively conferred on the President, to any other officers of the Organization.
(b) The President or any Vice-President shall execute bonds, mortgages and other instruments requiring a seal, in the name of the Organization. When authorized by the board, the President or any Vice-President may affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of either the Secretary or an Assistant Secretary.
(c) The President shall be ex-officio a member of all standing committees.
(d) The President shall submit a report of the operations of the Organization for the year to the directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.
(e) The President shall conduct and preserve all general correspondence and transactions of significance of the Organization. Such officer shall administer all business of the Organization as provided in these Bylaws and co-sign all checks with the Treasurer.
(f) The President shall appoint the chairperson of each committee, unless otherwise stated in these Bylaws.
(g) The President shall serve as the chairperson of the Advisory Committee for one (1) year upon the completion of a term of office.
Section 6.6 Vice President.
(a) The Vice President shall, in the absence, disability, or vacancy of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the President or Board of Directors shall prescribe.
(b) The Vice President shall serve as the co-chairperson of the Communication and Programs Committee.
Section 6.7 Secretary.
(a) The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the President or Board of Directors. The Secretary shall keep in safe custody the seal of the Organization, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by the Secretary’s signature.
(b) The Secretary shall send all records on announcements on behalf of the Organization to the membership. Such officer shall prepare all correspondence of the Organization.
(c) The Secretary shall submit all records and reports to the Secretary-elect within thirty (30) days after completion of the term of office.
(d) In the absence of the Secretary, the minutes of all meetings of the board and members shall be recorded by such person as shall be designated by the President or by the Board of Directors.
Section 6.8 Treasurer.
(a) The Treasurer shall receive the membership dues and other funds of the Organization and have the custody of the Organization’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization and shall deposit all moneys and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Organization as may be ordered by the President or Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall keep and maintain the Organization’s books of account and shall render to the President and directors an account of all of the Treasurer’s transactions and of the financial condition of the Organization and exhibit the books, records and accounts to the President or directors at any time. The Treasurer shall disburse funds for capital expenditures as authorized by the President or Board of Directors and in accordance with the orders of the President, and present to the President’s attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized. The Treasurer shall perform such other duties as may be directed by the Board of Directors or by the President.
(c) If required by the Board of Directors, the Treasurer shall give the Organization a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Organization, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the incumbent’s possession or under the incumbent’s control belonging to the Organization.
(d) The Treasurer shall provide a quarterly written report to the membership.
(e) The Treasurer shall serve as chairperson of the Finance Committee. Such officer shall co-sign all checks with the President.
(f) The Treasurer shall submit all records and reports to the Treasurer-elect within thirty (30) days after completion of the term of office.
Section 6.9 Parliamentarian.
(a) The Parliamentarian shall, prior to taking office, have completed at least one course in parliamentary procedure and shall be knowledgeable in Robert’s Rules of Order and these Bylaws.
(b) The Parliamentarian shall educate members on parliamentary procedure, confer with the President and Board of Directors on business to come before the Organization, and advise the presiding officer during the meetings with regard to Robert’s Rules of Order Newly Revised.
(c) The Parliamentarian shall perform such other duties as may be directed by the Board of Directors or by the President.
ARTICLE VII – COMMITTEES
Section 7.1 Standing Committees.
(a) The standing committees shall be: (i) Communication and Programs Committee, (ii) Public Policy and Research Committee, (iii) Finance Committee, (iv) Development and Funding Committee, (v) Membership Committee, and (vi) Bylaws Committee.
(b) Committee chairpersons shall be appointed by the President, unless otherwise stated in these Bylaws, for a term of two (2) years and may be reappointed for a second term. Committee membership is voluntary, open to all membership, and no committee shall consist of less than three (3) committee members.
(c) The chairperson of each committee shall submit a report at each of the four (4) quarterly meetings of the Board of Directors and a yearly report of the committee’s activities thirty (30) days prior to the regularly scheduled Annual Meeting of Members.
(d) Each committee shall prepare its own policies regarding its area of responsibility for approval by the Board of Directors.
Section 7.2 Committee Duties.
(a) The Communication and Programs Committee shall:
(i) Compile and distribute research and educational efforts of members of the Organization;
(ii) Coordinate publication efforts of members of the Organization; and
(iii) Plan educational and research programs for the Organization.
(b) The Public Policy and Research Committee shall:
(i) Keep up to date and well informed on health-related issues affecting the Latino community;
(ii) Keep up to date on employment opportunities within schools and colleges of nursing and inform the membership;
(iii) Establish and maintain networks with other health-related organizations; and
(iv) Coordinate research efforts among the members.
(c) The Finance Committee shall:
(i) Be chaired by the Treasurer;
(ii) Be responsible for preparing the Organization’s annual budget;
(iii) Review the budget periodically and recommend any necessary revisions to the Board of Directors; and
(iv) Conduct a professional audit as part of the Treasurer’s annual report.
(d) The Development and Funding Committee shall:
(i) Develop synergistic relationships with community groups;
(ii) Serve as the communications hub between the Organization and the Latino community, institutions, and communities; and
(iii) Provide advice on development and funding matters requested by the Board of Directors.
(e) The Membership Committee shall:
(i) Be responsible for membership development;
(ii) Develop synergistic relationships with other like-minded groups; and
(iii) Serve as the communications hub between the Organization and other like-minded groups.
(f) The Bylaws Committee shall:
(i) Conduct an annual review of the bylaws.
(ii) Receive all proposed amendments.
(iii) Make recommendations on bylaws revisions to the Board of Directors.
ARTICLE VIII – INDEMNIFICATION AND INSURANCE
Section 8.1 Indemnification. The Organization shall have the full power to indemnify and advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code to any person, including, without limitation, the Board of Directors, each director, and each officer of the Organization, for any expenses incurred in connection with the defense of any action brought against the Board of Directors, a director, or a member as a result of their duties on behalf of the Organization, unless it is determined that the individual involved did not act in good faith in performance of their duties. If the Organization is then maintaining insurance that would otherwise cover the indemnification described hereunder, then the Organization shall indemnify such person to the extent of that coverage.
Section 8.2 Insurance. The Organization may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, director, officer, employee, or agent of the Organization or who is or was serving at the request of the Organization as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic organization, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Organization would have the power to indemnify him or her against that liability. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Organization would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the members of the Organization. Without limiting the power of the Organization to procure or maintain any kind of insurance or other arrangement, the Organization may, for the benefit of persons indemnified by the Organization, (i) create a trust fund; (ii) establish any form of self-insurance; (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Organization; or (iv) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Organization or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Organization. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.
ARTICLE IX – MEMBERSHIP DUES
Section 9.1 Annual Dues. Annual Membership Dues shall determined by the Board of Directors from time to time.
Section 9.2 Payment of Dues. Dues shall become payable and due as the Board of Directors shall establish from time to time.
ARTICLE X – CONFLICTS OF INTEREST
Section 10.1 Conflicts of Interest Policy. Subject to the limitations of these Bylaws, Directors, Officers, and committee members of the Organization shall be permitted to maintain a direct or indirect interest in any contract relating to or incidental to the operations of the Organization and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Organization, notwithstanding that at such time they also may be acting as individuals or as trustees, beneficiaries, or advisers of trusts, or as members, associates, agents, shareholders, officers or directors, of other persons or corporations or may be interested in the same matter as shareholders, directors, officers, or otherwise; provided, however, that no contract or agreement may be entered into by and between the Organization and any of the following: (a) a Director, Officer, or committee member or (b) any corporation, partnership, trust, sole proprietorship or any other entity (hereinafter an “Entity”) in which an interest is owned or held, directly or indirectly, by or for the benefit of a Director, Officer, or committee member, unless the transaction is approved in accordance with Section 22.230 of the Texas Business Organizations Code as specified herein. Section 22.230 of the Texas Business Organizations Code requires that prior to consummating any contract, transaction, or action taken on behalf of the Organization involving any matter in which any Director, Officer, or committee member is personally interested as a director, officer, trustee or beneficiary or advisor of a trust, or otherwise, that contract, transaction or action must be authorized and approved in good faith and with ordinary care by a vote of a majority of the Board of Directors in attendance at a meeting at which a quorum is present and only after the disinterested Directors are provided with knowledge of the material facts concerning the contract or transaction and each interested Director’s, Officer’s, or committee member’s interest in the transaction, and only if the entering into of such contract or transaction is not violative of those provisions of the Certificate of Formation or these Bylaws of the Organization that prohibit the Organization’s use or application of its funds for private benefits. Any interested Director may be counted in determining the presence of a quorum at a meeting of the Board of Directors at which a contract or transaction described in this section is authorized. The minutes of any such meeting must include (a) the names of the interested Directors, Officers, or committee members who disclosed any possible direct or indirect interest, a description of the nature of the alleged interest, and whether the Board of Directors determined a conflict of interest did in fact exist; (b) the names of the Directors who were present for discussions relating to the proposed contract or transaction the content of those discussions, including any alternatives to the proposed contract or transaction and a record of the vote; and (c) such other information as may by required by these Bylaws. Notwithstanding any provision contained in this Section 10.1, no contract, transaction or act shall be entered into or performed on behalf of the Organization if such contract, transaction, or act would result in the loss of the Organization’s exemption from federal income tax. In no event, however, shall any person or entity dealing with the Board of Directors or the officers of the Organization be obligated to inquire into the authority of the Board of Directors or the officers so authorized to enter into or consummate any contract or to take any other action on behalf of the Organization.
Section 10.2 Loans. No loans shall be made by the Organization’s Board of Directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Organization for the amount of such loan until the repayment thereof.
ARTICLE XI – MISCELLANEOUS
Section 11.1 Amendment of Bylaws. The Board of Directors may amend or repeal these Bylaws, or adopt new Bylaws. Proposed amendments to these Bylaws shall be submitted in writing to the Board of Directors at least one week in advance of the Board meeting at which they will be considered for adoption. Nothing herein shall be interpreted as preventing the Board of Directors from making other amendments as pursuant to their powers described herein or in the Texas Business Organizations Code.
Section 11.2 Waiver of Notice. Whenever any notice is required to be given to any member or director of the Organization under the provisions of the Texas Business Organizations Code, the Certificate of Formation, or these Bylaws, 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 equivalent to the giving of such notice.
Section 11.3 Seal. The Organization may adopt a corporate seal in such form as the Board of Directors may determine. The Organization shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Organization.
Section 11.4 Contracts. The Board of Directors may authorize the officers of this Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.
Section 11.5 Books and Records. The Organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, Board of Directors, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote. Pursuant to Section 22.351 of the Texas Business Organizations Code, a member of the Organization, on written demand stating the purpose of the demand, is entitled to examine and copy at the member’s expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the Organization relevant to that purpose.
Section 11.6 Financial Records and Annual Reports. Pursuant to Section 22.352 of the Texas Business Organizations Code, the Organization shall maintain current and accurate financial records with complete entries as to each financial transactions of the Organization, including income and expenditures, in accordance with generally accepted accounting practices. Based on the records maintained, the Board of Directors of the Organization shall annually prepare or approve a financial report for the Organization for the preceding year. The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include: (i) a statement of support, revenue, and expenses; (ii) a statement of changes in fund balances; (iii) a statement of functional expenses; and (iv) a balance sheet for each fund. Pursuant to Section 22.353 of the Texas Business Organizations Code, the Organizations shall keep records, books, and annual reports of the Organization’s financial activity at the Organization’s registered or principal office in this state for at least three years after the close of the Fiscal Year. The Organization shall make the records, books, and reports available to the public for inspection and copying at the Organization’s registered or principal office during regular business hours. The Organization may charge a reasonable fee for preparing a copy of a record or report.
Section 11.7 Fiscal Year. The Fiscal Year and Membership Year of the Organization shall be from January 1st to December 31st.
Section 11.8 Pronouns and Headings. All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neutral gender, and the singular shall include the plural whenever and as often as may be appropriate. All headings herein are for convenience only and neither limit nor amplify the provisions of these Bylaws.
Section 11.9 Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby.
Adopted by the Board of Directors on the 30th day of July, 2015.