Bylaws

ARTICLE I OFFICE

Section 1.0

The mission of the Hispanic Business Association is to facilitate Hispanic businesses on the central coast of California.

Section 1.01

Principal Office The name of this corporation shall be Hispanic Business Association (hereinafter referred to as the “Corporation”). The location of the Corporation is in Paso Robles, northern San Luis Obispo County, California.

Section 1.02

Powers The Corporation shall exercise all rights and powers conferred upon it under the California Non-Profit Corporation Law. The Board of Directors may change the principal office from one location to another.

Section 1.03

Purpose The purpose of this Corporation is to achieve the objectives of promoting Hispanic business and the Hispanic community growth and development by promoting economic programs designed to strengthen and expand the income potential of all business within the service area of the corporation; promoting programs of civic, social, educational and cultural nature which are designed to increase the functional and aesthetic values of the community at large.

ARTICLE II MEMBERSHIP

Section 2.0

Membership in the Corporation will be in the fiscal year as defined from January 1st to December 31st of each calendar year.

Section 2.01

Eligibility Any natural person, association, corporation, estate, partnership or legal entity supporting the purposes of the Corporation shall be eligible to become a Member of the Corporation. Applications for membership in the Corporation shall be in writing on forms provided for that purpose and signed by the applicant. Acceptance for applications may require payment of membership dues in accordance with Section 2.02.

Section 2.02

Membership Dues Membership dues shall be paid at such amount and at such times as prescribed by the Board of Directors and are not refundable. A member will be in good standing when their dues are paid in full. The Board of Directors shall be authorized to levy such dues, assessments or fees upon the Members as may be required to carry out the purposes of the Corporation. The term of membership is a calendar year. Fee may be pro-rated at the discretion of the Board of Directors.

Section 2.03

Members There shall be no limit to the number of members the Corporation shall admit. No person shall hold more than one membership in the Corporation. Membership interests in the partnership or other institutional member holding a membership interest the Corporation may designate the person or persons who shall exercise the privileges of membership held by such institutional member and shall have the right to change its membership designation up written notice to the Corporation. This applies for all paid memberships.

Section 2.04

Membership Categories There shall be four categories of membership: 1. Business Membership-business membership will include those individuals involved in a for-profit enterprise and will have two (2) types: (a) those representing their own business (b) those representing a business that is not their own 2. Associate membership-associate membership will include those individuals not a Corporation 3. Honorary membership-distinction in public affairs may make a candidate eligible for honorary membership. Honorary Members shall have all the privileges of Members, except the right to vote and shall be exempt from the payment of membership dues. The Board of Directors may confer or revoke honorary membership in accordance with these bylaws. The notice to the member of the proposed expulsion shall state the date, time and hearing location. 4. Notice of Decision-Following the hearing, the Board shall decide whether or not the member should in fact be expelled. The decision of the Board must be a 2/3 vote when a quorum is present, and it shall be final. 5. Payment of Dues/Assessments-A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, services or benefits actually rendered, dues, assessments or fees incurred before the expulsion, suspension or termination or arising from the contract or otherwise occurring.

Section 2.05

Member Rights Members in good standing shall be afforded the following rights in the Corporation: 1. All members shall have access to all of the promotional and business services and materials available.

Section 2.06 Member Termination Membership shall terminate upon the occurrence of any of the following events:

1. Any Member who does not remain current in the payment of membership dues shall have its membership interest expire, by its own terms, at the end of the twelve (12) month period covered by the membership dues last paid by such member. 2. All rights of a Member of the Corporation who is a natural person shall cease upon the death of such member. 3. Upon notice of such termination by resignation letter delivered to the President or Secretary of the Corporation. Such membership shall terminate upon the date of delivery of such notice.

ARTICLE III BOARD OF DIRECTORS

Section 3.01

Powers The activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of its Board of Directors. Subject to the articles of incorporation, these bylaws and the requirements of the California Non-Profit Corporations Law, the board may exercise all powers required to operate the Corporation. Individually and severally, member of the Board of Directors shall be indemnified and held harmless from any legal and/or physical remedies in the course of operation of the Corporation.

Section 3.02

Board of Directors Positions 1. The Board of Directors for the Hispanic Business Association shall be made up of not less than five (5) and no more than seventeen (17) members that shall include the President, Vice President, Secretary, Treasurer and committee chairs at discretion of the board. 2. At least 25% of the board members must be business owners or employees of businesses with a large Hispanic clientele.

Section 3.04

Meeting Responsibilities of the Board of Directors 1. It shall be the responsibility of the board to meet monthly at a time and place determined by the Board of Directors. 2. Missing three (3) board meetings in a calendar year without reasonable cause will automatically drop a member from the board.

Section 3.05

Board Dismissal and Appeal Process 1. Before a board member is officially dismissed from the board, the board member must be officially notified in writing by the board secretary. 2. There shall be an appeals process for the board member in question, thirty (30) calendar days in length, from the time of documented official notification by the board secretary.

Section 3.06

Replacement of Board Members in Case of Vacancy The President shall choose a replacement and submit the name to the board for approval by a majority of the board.

ARTICLE IV OFFICES-OFFICERS

Section 4.0-President Shall:

1. Preside over all meetings of the general membership and Board of Directors; 2. Appoint all committee chairpersons and committee members with the consensus of the Board of Directors; 3.. Shall represent this Corporation on behalf of the Board of Directors at any functions or activities; 4. Shall perform all other duties deemed as necessary by the Board of Directors in performance of his or her duties as President;

Section 4.01-Vice President Shall:

1. Preside over all meetings of the general membership and the Board of Directors in the absence of the President; 2. Perform all other duties of the President in his or her absence;

Section 4.02-Secretary Shall:

1. Serve as the recording officer of the assembly and the custodian of its records. This shall include the up-to-date records of all minutes, committee reports, membership rolls; 2. Make all records available to the membership upon request; 3. Sign all certified copies of the acts of the Corporation; 4. Shall maintain with the cooperation and assistance of the President record books in which Bylaws, special rules of order, standing rules and minutes are entered with any amendments to these properly recorded and have the current record book at each meeting;

Section 4.03-Treasurer Shall:

1. Maintain funds of the organization and make payments when necessary upon approval by the Board of Directors. 2. Report on a monthly basis on the finances of the organization. 3. Work in conjunction with the President to notify Members of dues assessment.

Section 4.04-Replacement of Officers in Case of Vacancy

In case of resignation, removal or death, the Vice President shall fill the office of the President. In case of vacancy in the position of the Vice President, Secretary or Treasurer, a special election shall be called to fill the vacancy.

Section 4.05-Qualification for Officers

All candidates for office shall have been members in good standing for a period of no less than twelve (12) months.

Section 4.06-Terms of Office

1. All officers shall serve three-year terms and may be re-elected for up to two more consecutive terms. The President shall serve three-year terms as President or until a successor is elected. The President shall serve a one-year term as Past President at the end of the last term. 2. No officer elected my hold more than one (1) office during the same time of service.

Section 4.07-Removal of Officers

The removal of Officers shall follow procedures as outlined in Section 206.

Section 4.08-Appeal of Removal

Any officer removed from office for just cause shall have recourse to a written appeal to be read to the Board in a closed session no later than thirty (30) days from the rescinding of his or her election. The Board must vote to nullify its action.

ARTICLE V Elections

Section 5.0-Election Schedule

The election of officers shall take place during the annual meeting of the organization’s year. All officers shall take office immediately after the end of the last meeting of the year.

Section 5.01-Nominations

Nominations shall be made in writing and submitted to the Board of Directors. The Board shall examine the qualifications of the nominees, secure approval of the nominee to have his/her name placed on the ballot for the election.

Section 5.02-Method of Voting

1. All elections shall be made by secret ballot by a general vote. 2. The nominating committee shall count the ballots and announce the results. 3. The person shall be elected who receives the most votes for that particular office.

Section 5.03-Eligibility

1. All candidates for office shall have been members in good standing for a period of no less than twelve (12) months. Each officer elected must renew their membership without lapse, throughout their terms in office. 2. No nominations off the floor on Election Day will be accepted. 3. Nominees must be on the Board of Directors or have at least one (1) year of experience per these bylaws. 4. Nominees must be approved by the Board of Directors. 5. Officer nominations must be received by the deadline set by the Board of Directors.

ARTICLE VI Committees

Section 6.0 -Committees

Committees are established at the discretion of the Board of Directors. The Standing Committees are as follows: 1. Communications Committee-The Chairperson shall be the President. 2. Meetings/Events-The Chairperson shall be from the Board of Directors and will be responsible for coordinating all activities with the Executive Committee member most affected by the meeting and/or event. 3. Marketing Committee-The Chairperson shall be from the Board of Directors and will be responsible for coordinating all activities. This committee will be the primary committee for all fundraising activities. 4. Membership Committee- The Chairperson shall be from the Board of Directors and will be responsible for coordinating all activities. 5. Membership Committee-The Chairperson shall be the Secretary. 6. Finance Committee-The Chairperson shall be the Treasurer.

ARTICLE VII Meetings

Section 7.0-General Membership

The meeting of the general membership shall be held monthly at an appropriate meeting place designated by the Special Events committee at the previous meeting. Every effort shall be made to select a time and site that can be used consistently in order to promote stability. A quorum of 50% of the membership is required for any changes in the Corporation at any meeting of the general membership.

Section 7.01-Meeting Notices

Notice of any general membership meeting shall be made in writing and mailed by electronic mail or by facsimile or the U.S. Postal Service no less than seven (7) days before the meeting of the general membership. All written notices shall provide the date, time, place and agenda of the meeting. Notice for the Board of Directors meeting shall be by electronic mail or by a telephone call by a member of the Executive Committee to each Board Member no less than four days in advance of the meeting. The same notice shall be sufficient in the case of the Executive Committee, except in the case of an emergency.

ARTICLE VIII ORGANIZATION EXPENSES AND DISBURSEMENT PROCESS

Section 8.0-Organization Expenses

Expenses incurred in the performance of the activities of the Corporation must be referred to and approved by the President and Treasurer. Reimbursement is contingent upon funds available, approval by the Board of Directors and not take place without the two (2) signatures of the President, Secretary or Treasurer on the reimbursement check. Every effort shall be made to inform the Treasurer and/or the Finance Committee before any expenditure is made unless those expenditures are incurred in the ordinary course of business or under the approved operating budget. The Board of Directors may add or subtract from this budget as they determine in the best interest of the Corporation.

Section 8.01-Disbursement Process

A voucher or other written record shall be made for every expense paid by the Corporation. Any cost for goods or services that may exceed $1,000.00 shall require bids from three (3) different competitive entities and all bids shall be reviewed by the Executive Committee for the approval and final decision to disburse funds.

ARTICLE IX FUNDRAISING ACTIVITIES

Section 9.0 -Fundraising Activities

The Board of Directors shall upon the recommendation of the Finance/Fundraising Committee, vote upon the fundraising activities proposed by the committee. The Finance/Fundraising Committee shall oversee any fundraising activity. At no time shall any fundraising activities be undertaken or funds expended therefore without prior approval from the Board of Directors. No retroactive approval will be made in regard to fundraising expenditures by the Board of Directors.

ARTICLE X AMENDMENTS TO BYLAWS

Section 10.0-Procedure for Amendment

Any proposed amendment to these bylaws must be proposed during a general meeting and approved by a meeting with a quorum of attendance voting a 2/3 majority approval.

Section 10.01 Amendment Review

The Board of Directors will review and give any proposed amendment consideration and approval with a 2/3 majority consenting vote.

Section 10.03 - Ratification

Any approved amendment will be ratified at the next general meeting where there is quorum present. Certificate of Board Secretary Hispanic Business Association I hereby certify that I am duly elected and acting Secretary of said Corporation and the foregoing Bylaws constitute the Bylaws of said Corporation as duly adopted at a meeting of the

Board of Directors held on ______________,2014. Dated: _____________________________ Signed:_______________________________, Secretary