Bylaws

BYLAWS OF
HISPANIC-AMERICAN FOUNDATION
An Oklahoma Corporation
(As Amended 11/17/98)

ARTICLE I
TITLE: The title of the Corporation is Hispanic-American Foundation, hereinafter referred to as “Foundation.”

ARTICLE II
LOCATION: The location of the principal office of the Foundation shall be in the City of Tulsa, Tulsa County, Oklahoma.

ARTICLE III
PURPOSES FOR WHICH THE FOUNDATION IS ORGANIZED:
(1) To adhere to the purposes set out in Article IV of the Articles of Incorporation and to provide financial assistance or other aid for the promotion, preservation and appreciation of the Hispanic Culture and to operate for the benefit of such charities as may be designated by the Trustees or the Executive Committee. The Foundation may do all things to aid education or any other cause so long as same does not affect its status as a “Not For Profit Corporation” as defined by the appropriate State and Federal laws.

(2) Use such other means and methods as the Trustees of the Foundation may from time to time determine to be appropriate in the accomplishment of the specific purposes for which this corporation is formed, and which are not contrary to the terms and conditions hereof.

(3) To receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply such funds exclusively for charitable, scientific or educational purposes.

(4) To hold, mortgage, expend, exchange, invest or reinvest, encumber, lease, rent, sell and deal in any legal manner with any property or funds which the corporation may acquire.

(5) To use the income from such funds or property for such purposes unless, in the opinion of a majority of the Trustees, it is deemed advisable to invade the corpus of such funds or property.

ARTICLE IV
TRUSTEES: The property and business of the Foundation shall be managed and controlled by a Board of Trustees to be elected as follows:

Section 1: The Board of Trustees shall consist of not less than seven (7) persons serving a three (3) year term. Provided, that initially lots shall be drawn to determine which four (4) of the seven (7) members shall serve a three,(3) year term and which of the remaining three (3) shall serve a two (2) year term.

Section 2: Upon the expiration of each term of the original Trustees, the successor in office as Trustee shall be for a three (3) year term. After the expiration of the term of each of the original Trustees, all terms of all successor Trustees shall be for three (3) years.

Section 3: The Board of Trustees will appoint or elect a person annually to fill the place of the Trustee whose term expires on March 31 of that year. Trustees, upon completing a full three (3) year term, may be reelected.

Section 4: The Trustees shall meet at a regular date, time and place agreed to by the Trustees.

Section 5: The annual meeting of the Board of Trustees shall be in January of each year. At such meeting, the person elected or appointed Trustee shall take office and officers for the next year will be elected unless a majority of the trustees decides to hold elections prior to January. In such cases, the new trustees and officers will take office immediately, finish the expiring term and the next full term.

Section 6: Special meetings of the Trustees may be called by the President of the Foundation or by a majority of the Trustees, provided all Trustees have at least two (2) days’ notice of such special meeting. Special meetings of the Trustees may be held at any time, with the required two (2) days’ notice, if all Trustees execute a waiver of notice of the time, place, and purpose of the meeting.

Section 7: A quorum for a meeting shall consist offive (5) trustees with a minimum of three (3) officers present.

Section 8: A majority of Trustees present and voting at any meeting shall be authorized to transact business or take any action that properly may come before the meeting.

Section 9:
If any Trustee is absent from three (3) consecutive meetings without adequate cause, the Trustees of the Foundation shall have the authority to elect a replacement. In the event of the death, resignation, or inability to serve of any Trustee, the Trustees of the Foundation have the authority to elect a replacement immediately. Any person so elected to the Board of Trustees of the Foundation shall serve for the unexpired term of the person whom he or she replaces.

ARTICLE V
Five-sevenths (5/7) of the Trustees at any time may require the resignation of any Trustee and declare a vacancy for failure to perform the duties of Trustee and for failure to participate in the proper management of the business of the corporation, or for any reason deemed expedient or sufficient. The replacement for the remaining term of such Trustee shall be designated, appointed, and elected by a majority of the remaining Trustees.

ARTICLE VI
The Trustees shall elect the successor Trustee or Trustees upon the expiration of the term of each of the Trustees as above set forth. In case of the death, resignation, failure or inability of any Trustee to serve his or her full term, the successor named shall be for the remaining portion of such term of such Trustee. However, upon the expiration of the term, as designated above, the successor Trustee shall serve for a three (3) year term. All successor Trustees for a partial and/or uncompleted term or for a full three (3) year term shall be elected by majority vote of the Trustees’ of the then Trustees.

ARTICLE VII
The Trustees shall have authority to name and designate advisory Trustees, who shall hold office until replaced as such advisory Trustees, and the number of advisory Trustees shall not exceed twenty (20) and shall be named, designated, appointed and elected by majority vote of the Trustees, solely at their discretion as to time and number. Advisory Trustees shall not have or be entitled to a vote in the management of the corporate affairs, not in the conduct of the business of the corporation, but shall act only in an advisory capacity to the Trustees and at the request of the Trustees.

ARTICLE VIII
POWERS OF THE TRUSTEES: The Board of Trustees shall have exclusive management of the business of the Foundation and in addition to the powers conferred on them by these Bylaws, may exercise all powers and do all such acts and things as may be exercised or done by the Foundation, subject to the provisions of law, of the Foundation’s Charter and of these Bylaws.

In addition to the general powers conferred herein and all other powers conferred by the Bylaws, the Board of Trustees shall also have the following powers:

(a) To purchase or otherwise acquire for the Foundation and in the name of the Foundation any property, personal or real, rights or privileges which the Foundation is authorized to acquire, upon such terms and for such consideration as the Trustees may deem proper.

(b) Within their discretion, to pay for any property or any rights acquired by the Foundation, either wholly or partially, in money or in stocks or other securities of the Foundation.

(c) To appoint, and at their sole discretion, remove or suspend subordinate officers, agents, and servants, permanently or temporarily, to change their salaries, and require bond in all such instances in such amounts as the Trustees may deem proper.

(d) To confer, by resolution, upon any officer of the Foundation the right to employ or remove any subordinate officer, agent or servant.

(e) To appoint any person or persons to hold in trust for the Foundation any property belonging to the Foundation or in which it is interested, or for any other purpose, and to do all such duties as may be requisite with regard to and relation to any such trust.

(f) To transfer by deed or bill of sale any real or personal property of the Foundation and to execute oil, gas, and mineral lease covering the property of said Foundation.

(g) To create, make and issue mortgages, bonds, deeds of trust, trust instruments and to do every act necessary to effectuate the same.

(h) To determine, by resolution who shall be authorized to execute on behalf of the Foundation bills, receipts, endorsements, checks, releases, contracts, and documents.

(i) To provide for the management of the affairs of the Foundation in such manner as they think proper, and particularly to delegate any of the powers of the Trustees to an officer or agent, and to appoint any person to be the agent of the Foundation with such powers and upon such terms as the Trustees may deem proper.

(j) To have available to the public annual reports of activities and finances of the Foundation.

ARTICLE IX
OFFICERS:

Section 1. The officers of the Foundation shall be a President, First Vice-President, Second Vice-President, Nominating Committee Chairman, Recording Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, Chairman of Special Events and such other officers as may be elected or appointed by the Trustees. Further, the immediate Past President shall be an officer and hold the title of Chairman. This person shall serve in such capacity as long as he/she is immediate Past President and is a member of the Board of Trustees.

Section 2. The Executive Committee shall be comprised of the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, Chairman of the Nominating Committee, and Chairman of the Board. All must be members of the Board of Trustees. This Committee shall meet at the request of the President or of three (3) members. A quorum of this committee shall be four (4) members.

Section 3. The President shall preside at all meetings of the Board of Trustees. He or she shall be responsible for the functioning of the Board of Trustee, the coordination of its work, and performing the duties assigned to him or her by the Trustees. The President shall also have the authority to appoint such committees as he or she deems necessary.

Section 4. The First Vice President shall act as an aid to the President and perform the duties of the President when required by the President or in the absence or inability of the President to function. If the President or the First Vice President is unable to act, then the Second Vice President shall act and perform the duties of President.

Section 5. The Recording Secretary shall keep the minutes of the meetings of the Board of Trustees, give all notices in accordance with the provisions of these Bylaws or as required by law.

Section 6. The Corresponding Secretary shall handle all correspondence of the Foundation as may be directed by the President or any of the officers.

Section 7. The Treasurer shall be responsible for general supervision of accounting for the financial operations of the Foundation.

Section 8. The Chairperson of the Nominating Committee shall prepare and submit a name or list of names of those persons deemed appropriate to serve on the Board of Trustees when a vacancy occurs. Nothing shall prevent a name or names from being submitted by any other member of the Board of Trustees.

Section 9. The Chairperson of Special Events shall be in charge of aiding the President or an officer to conceive of or assist in the promotion and/or staging of events sponsored or endorsed by the Foundation.

ARTICLE X

FISCAL YEAR: The fiscal year of the Foundation shall begin on January 1, and shall terminate on the following December 31 of each year.

ARTICLE XI
BOOKS. RECORDS. AND ACCOUNTS: All checks, drafts or orders for the payment of money may be signed by either the President or Vice President or authority may be delegated by the Trustees to any officer, singly, to execute checks. No check shall be signed in blank.
The books, accounts, and records of the Foundation shall be open to inspection by all Trustees at any reasonable time and shall be kept at the place or places designated by the Trustees.

ARTICLE XII
AMENDMENTS OR ALTERATIONS TO BYLAWS: These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Trustees present at any regular meeting or at any special meeting if at least one (1) week’s written notice is given of an intention to alter, amend or repeal these Bylaws at such meeting.

ARTICLE XIII
DISSOLUTION: Upon dissolution of the corporation or the winding up ofits affairs, the assets of the corporation shall be distributed exclusively to charitable, literary or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE XIV
No part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation, or participating or intervening in any political campaign on behalf of any candidate for public office. It is intended that this corporation shall be organized and operated in confom1ity with Section 501 (c) (3) and exempt from federal income taxation under Section 501 (a) of the Internal Revenue Code of 1954, as such laws now exist or may hereafter be amended, and the Trustees are enjoined by these Articles of Incorporation to operate the same in accordance with the express declaration of intent of the incorporators.

Further, this corporation shall be operated in confom1ity with the provisions of Title 18, Sec. 851 et seq. of the Oklahoma Statutes (1971) and amendments thereto, and shall be at all times operated in confom1ity to law, federal and state, to the end that bequests and gifts to this corporation shall be exempt from inheritance tax of the State of Oklahoma to the estate of the giver and donor.

ARTICLE XV
NOTICE: Whenever under the provisions of these Bylaws any notice is required to be given to any Trustee or officer, such notice may be given in writing by depositing the same in the Post Office in a letter addressed to such Trustee or officer at his or her address as the same appears in the books of the Foundation; and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice.

Such notice, in any event, may be waived in writing by said Trustee or officer.

The foregoing Bylaws are here and now certified to as Bylaws adopted by the Board of Trustees of the Hispanic-American Foundation on the 30th day of March, 1998.