BYLAWS OF HISPANIC-AMERICAN FOUNDATION
An Oklahoma Corporation
(As Amended July 24, 2018)
TITLE: The title of the Corporation is Hispanic-American Foundation, hereafter referred to as “Foundation.”
LOCATION: The location of the principal office of the Foundation shall be the City of Tulsa, Tulsa County, Oklahoma.
PURPOSES FOR WHICH THE FOUNDATION IS ORGANIZED:
TRUSTEES: The property and business of the Foundation shall be managed and controlled by a Board of Trustees to be elected as follow:
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 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, or February 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. Trustees execute a waiver of notice of the time, place and purpose of the meeting.
Section 7: A quorum for a meeting shall consist of five (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. If a Trustee has been present for discussions regarding a matter that is being voted on by the Board of Trustees, and that Trustee cannot be present at the meeting at which the vote will occur, they will be considered present and authorized to vote, if they attend the meeting by telephone. Only Trustees that have attended, either physically or by phone, a majority of the meetings that have taken place during the previous twelve months, will be authorized to vote.
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, o 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 Trustee of the Foundation shall serve for the unexpired term of the person whom she of he replaces.
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 Trustees.
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 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 Trustee.
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 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 he Trustees.
POWERS OF THE TRUSTEES: The Board of Trustees shall have the exclusive management of the business of the Foundation and in addition to the powers conferred on them by these By-Laws, may exercise all the powers and do all such acts and things as may be exercised or done by the Foundation, subject to the provisions of the law, of the Foundation’s Charter and of the 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:
Section 1. The officers of the Foundation shall be President, First Vice President, Second Vice President, Third Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Accountant, Nominating Committee Chairman, 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, Third Vice President, Recording Secretary, Corresponding Secretary, Treasurer Accountant, 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 Trustees, the coordination of its work, and performing the duties assigned to him or her by the Trustees. The President shall 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 are unable to act, the Second Vice President shall act and perform the duties of the President. If the Second Vice President is unable to act, the Third Vice President shall act and perform the duties of the 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 By Laws or as required by law.
Section 6. The Corresponding Secretary shall handle all of the correspondence of the Foundation as may be directed by the President or any of the officers.
Section 7. The Treasurer shall be responsible for the financial operations of the Foundation, including opening and closing the Foundation’s bank accounts, purchasing Certificates of Deposits or any other type of financial investment authorized by the Board of Trustees, making bank deposits, reviewing all invoices submitted for payment, making payments of all duly authorized expenditures, and providing the accountant all records required for the keeping of the books and records of the Foundation.
Section 8. The Accountant shall keep the books and records of the Foundation using all of the information provided by the Treasurer, produce monthly Financial Statements to be reviewed at the meetings of the Board of Trustees, and properly keep and store the books, records of the Foundation. The Accountant shall also provide all accounting records required by the Foundation’s chosen tax preparer for the preparation of the Foundation’s annual filings with taxing authorities to which is required to report information.
Section 9. The Nominating Committee Chairman shall head the search for candidates to sit on the Board of Trustees as well as head the search for candidates to become Executive Officers and present to the Board of Trustees annually the slate for the coming year’s Executive Officers.
Section 10. 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 events sponsored or endorsed by the Foundation
FISCAL YEAR: The fiscal year of the Foundation shall begin on January 1 and shall terminate on the following December 31 of each year.
BOOKS, RECORDS AND ACCOUNTS: All checks, drafts or orders for the payment of money may be signed by either the President or Treasurer. 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 the Trustees at any reasonable time and shall be kept in a place or places designated by the Trustees.
AMENDMENTS AND ALTERATIONS TO THE BY LAWS: 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 special meeting, if at least one (1) week’s notice is given of an intention to alter, amend or repeal these By Laws at such meeting.
DISSOLUTION: Upon dissolution of the corporation or the winding up of its 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 by amended.
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 conformity 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 here after be amended, and the Trustees are enjoined by the 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 conformity with the provisions of Title 18, Sec 851 et. Esq. of the Oklahoma Statutes (1971) and amendments thereto and shall be, at all times, operated in conformity 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.
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. In the alternate, any notice can also be given by electronic mail duly sent and that has been duly received. Any electronic notice is not considered valid until the recipient of the notice has responded and acknowledged receipt of such notice also by electronic mail.
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, and amended on 24th day of July 2018.