Constitution

HISPANIC AMERICAN CULTURAL COUNCIL
CONCILIO HISPANO AMERICANO DE LA CULTURA

CONSTITUTION AND BYLAWS

New Britain, Connecticut. USA

This document was written by Carlos and Rosa Carranza, Mike Rios, Luis Recoder and Alfonso Enriquez. Reviewed and approved by the Executive Board and Board of Directors on 9/23/2012

The current version was updated on 6/11/2017 by: Americo and Fabiola Esquibies, Carlos Balarezo, Marlene Mesta, Armando Zarazu and Alfonso Enriquez.

TABLE OF CONTENTS                      pages

CONSTITUTION 3 - 4

BYLAWS
Article 1: Name                                            5
Article 2: Purposes                                       5
Article 3: Membership                                  5
Article 4: Dues 6
Article 5: Government 7
Article 6: The Executive Board 8-9
Article 7: The Board of Directors 10
Article 8: Committees 11- 12
Article 9: Nominations 12- 13
Article 10: Meetings of the Council 14- 15- 16
Article 11: General Provisions 17
Article 12: Amendments 17
Appendices: Agenda & Absentee vote 18 & 19

Pages 3 & 4

CONSTITUTION
PREAMBLE:
We, a group of individuals with a common interest in the Hispanic Culture, residents of the United States of America, establish the following as the basis of our Constitution to form a better cultural and human union and relation among us.
NAME:
The name of this association shall be "Hispanic American Cultural Council" or "Concilio Hispano Americano de la Cultura".
PURPOSE:
The Council is organized exclusively for charitable, literary, artistic, and educational purposes and to foster national or international amateur sports competition, as specified in section 501(c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954. As a 100% charitable nonprofit organization, none of the members and officers receives any monetary compensation.
FINANCE:
The Council shall be supported by membership fees, donations and monies derived from fund raising, grants, and social/cultural activities.
LOGO:
The Official Logo of this organization, which appears at the end of this Constitution, shall be affixed to all official documents of the Council.
MEMBERS:
The Council shall consist of the following categories of members: Organization, family, and individual members.
GOVERNMENT AND ORGANIZATION:
The management and administration of the Council shall be vested in the Executive Board, the Board of Directors, and the General Membership, the latter when they are called for ad hoc meetings.
ASSEMBLIES:
The Council will hold not less than three other meetings each year in addition to the annual meeting and special meetings whenever necessary.
ELECTIONS:
Election of the members of the Executive Board and the Board of Directors shall take place every two years.
BYLAWS:
The general assembly of the Council shall approve the Bylaws of the organization. All rules shall be based on the general principles and bases established in this Constitution.
AFFILIATION:
The Council has neither political nor religious affiliation. Religious or political discussions shall be avoided at any meeting or activity of this organization.
AMENDMENTS:
The affirmative vote of two-thirds of the General Active Membership of the Council, present or by absentee vote or by a well-documented e-mail process approved by the Boards is required to amend or modify this Constitution. The General Membership shall be notified two weeks before the meeting of the proposed change or amendment of this Constitution.

(N.B. from this point onward, all references to days will be understood as calendar days)

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BYLAWS

ARTICLE ONE: NAME
The legal name of this association shall be the "Hispanic American Cultural Council (HACC)." In Spanish "Concilio Hispano Americano de la Cultura (CHAC)."

ARTICLE TWO: PURPOSES
To promote all aspects of the Hispanic culture through the arts, education, and cultural/social events to preserve the Hispanic heritage. As a 100% charitable nonprofit organization, none of the members and officers receives any monetary compensation.

To comply with the Internal Revenue Service codes, the HACC is structured exclusively for charitable, religious, educational, and/or scientific purposes, included, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 ARTICLE THREE: MEMBERSHIP
SECTION 1. Membership in the Council shall be comprised of organizations and individuals interested in the Mission and purposes of the Council.
A member in good standing is any person that:

Has paid their dues for the current Calendar year
Follows and supports the articles and sections of the Council Constitution and its Bylaws
There shall be three categories of members:

Organization members
Family members
Individual members

SECTION 2. Organization members are institutions which indicate a desire to contribute to the activities within the scope of Article Two above. Each group member may be represented at the Council meetings by a representative if so desired. If the organization decides to send a representative, that delegatetative shall

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possess appropriate credentials, which will be kept on file by the Secretary of the Council.

SECTION 3. Family members are parent(s) and dependent children supporting the Mission and Purposes of the Council.

SECTION 4. Individual members are persons, supporting the Mission and objectivs of the Council.

SECTION 5.There shall be a Membership Committee. See Article Eight.

SECTION 6. Impeachment
Impeachment will be imposed on any member of the Council for one or more of the following
written reasons:
· Proven ilł misconduct
· Misuse the Council Funds
· Intentionally and repeatedly failing to comply with the Constitution and its Bylaws.
This procedure can be presented to any of the members of the Executive Board in the following order President, Vice-President, Secretary, Treasurer or Trustees.

ARTICLE FOUR: DUES

SECTION 1. The Membership Committee shall recommend once a year the revision of the Annual Dues for each class of membership to the Executive/Director’s Board to be applied the following Calendar Year.

SECTION 2.Annual Dues must be paid to be considered an Active Member.

SECTION 3. No annual dues, or any part thereof, shall be refunded in the event the Council ceases to function or exist. See also Article 11 Section 5.

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ARTICLE FIVE: GOVERNMENT

SECTION 1. The management, direction, control and adminisration of the Council, its property and affairs, shall be vested in:

The Executive Board, and 2. Its Board of Directors.

ARTICLE SIX: THE EXECUTIVE BOARD

SECTION 1. The Executive Board shall be comprised of a President, Vice-President, Secretary, Treasurer, and two Trustees. It shall have all the powers and obligations vested in this Constitution.
SECTION 2. The Executive Board following the Elections shall serve for a term of two years or until their successors shall qualify.
SECTION 3. The Executive Board is responsible for:

Making sure the Mission Statement of the Hispanic American Cultural Council is achieved. ·
Establishing the committees which it may deem necessary with such powers as it may authorize.
Ensuring all the Committee responsibilities will be fulfilled.
Designating the bank or banks in which funds of the Council shall be deposited.
Determining the manner in which checks, drafts and other financial instruments of the Council shall be executed.
Ensuring meetings are held per the established schedule.
Complying with Federal and State tax statutes.
Acting on behalf of the Council and the Board of Directors between their meetings.
Making applications to receive public and private grants for the purpose of furthering the Council’s arts, education, cultural and social activities.

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Attending most of the Regular meetings each year and its failure will result in their replacement at discretion of the Executive Board.
Taking care of disciplinary complaints and procedures, like receiving the written and duly signed complaint, creating a temporary committee to deal with it and executing its recommendations (call to order, warning or impeachment).
Members of the Executive Board as well as those of the Board of Directors must justify their lack of participation in meeting or activities or face losing their position

SECTION 4. PRESIDENT
The President represents the Council, and has the following functions:

Administration
Enforce the Constitution
Coordinate the Board of Directors’ activities
Preside over the Executive/Directors’ Board meetings
Sign or Co-sign all the official documents (all documents bearing the Council logo) of the Council
Sign with the Treasurer all Bank and Commercial documents
Appoint a parliamentarian if so desired
Serve as ex-officio member of any committee if desired, except in the Nomination Committee, where he or she has no voting rights.
Responsible for his or her Final Report at the end of his or her presidency.
If not involved, he should conduct the disciplinary procedures incited by the written complaints of the active members..

Should the President be absent, he or she shall be represented by one of the members of the Executive Board in the following order: Vice-President, Secretary, Treasurer, Trustee #1, or Trustee #2.

SECTION 5. VICE-PRESIDENT.
The Vice-President acts as a substitute of the president in his absence. He or she carries out responsibilities assigned by the president or the board of directors.

SECTION 6.SECRETARY
The Secretary manages the records of the organization such as correspondance, serving notices of meetings, posting agendas, maintaining minutes, and handling written commumications on behalf of the organization.

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SECTION 7.TREASURER
The Treasurer has the following functions:

Serve as the custodian of the organization’s funds.
Supervises the finances.
Collects the revenue,
Deposits the funds,ice Box
Pays the bills of the Council including the Post Offico Box.
Performs such other duties about the office as may reasonably be requested by the Executive/Directors’ Board.
Ensures maintenance of the financial records
Is responsible for the budget.
Responsible for the end of year Financial Report
Responsible for the Financial Statements required by the IRS or any other financial reporting institution with or without the assistance of a CPA, approved by the Board.

SECTION 8.TRUSTEES
The Trustees #1 and #2 shall have duties and powers as may be assigned to them by the President, Executive/Directors’ Board. They will be elected and designated Trustee #1 and Trustee #2 to differentiate any specific duties they may be assigned. The President, Vice President, or Treasurer will be the authorized officers to delegate responsibilities to the Trustees.

SECTION 9.QUORUM
A quorum for all meetings of the Executive Board shall consist of a minimum of three of its members.

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ARTICLE SEVEN: THE BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall consist of at least eighteen positions. It will be composed of a minimum of three members on each of the 6 Permanent Committees listed in Article Eight, Section 1 below.

SECTION 2.The Board of Directors responsibilities include:

Attending each Monthly Meeting (see Section 4)
Acting on the directives of the Executive Board
Planning and Scheduling the activities of respective Committees for the two years of service
Organizing the events, activities, and expenses
Reporting the outcomes and results of events

SECTION 3. Every two years elections will be conducted to fill the Committee positions as follows:

Each of the member of the Boards should be elected to serve for two years.
One Committee president and two active members for each committee
If requires, additional members can be selected by the elected Committee chair and/or nominated from the members at large.
No person shall be eligible to serve on the Board who is not a member of the Council in good standing.

SECTION 4. A quorum at any meeting of the Boards shall consist ideally of the six Committee positions as stated in the attendance sheet or written comunications, plus a quorum of the Executive Board as described in Article Six, Section 9
SECTION 5. Since our first Council Meeting and every Elections Council Meeting thereafter, each organization member has had the right to select from its membership one representative to be known as an "Observer." The person thus chosen has the right to attend all meetings and shall continue to do so until the member organization chooses a successor to serve as Observer, replacing the previous appointee.

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SECTION 6.The HACC finances shall be audited according to the following guidelines:

All income and expenses will be included in the Audit.
It will be for the prior calendar year.
The Audit period will be a calendar based fiscal year, from January to December.
Audit Committee members will be nominated or self-nominated from the general membership.
The number of Audit Committee Members will be a minimum of 3 and a maximum of 5.
Executive and Board of Directors will not be members in the Audit Committee.
All financial inquiries will be directed through the Treasurer.
The Audit Committee will present the findings of each Audit to the General Membership at the first month of the year meeting.

SECTION 7.The official languages of the Council shall be English and Spanish

ARTICLE EIGHT: COMMITTEES

SECTION 1.
There shall be six permanent Committees:

Arts
Education
Membership
Nominating
Publication
Social

SECTION 2. There shall be such other Committees as the Board shall deem necessary or advisable for the management and operation of the Council.

SECTION 3. All Committee Presidents should be considered from nominations submitted by the:

Current elected Council President,
Self-nominations, and
Confirmed nominations obtained from the membership at large.

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This will produce ballots that shall be subject to confirmation by the Nominations Committee.

SECTION 4. Committee Presidents should have the option to select the members of their respective committees and report to the Nomination Commitee, They also have the option to report to the Executive President those members who interfere with their work for disciplinary procedures . Active members can also volunteer to participate in any committee.

SECTION 5. If the Council President or the Vice-President, substituting for the President, is asked by a committee or recognizes the need to attend or participate in any of the committees, he or she will participate and support that committee to achieve its objective(s).

SECTION 6. In the event of a vacancy of a Committee President, its Members will nominate a replacement from that Committee’s Members or the Membership at large for the balance of that elected year. Such replacement shall be confirmed by the Executive/Director’s Board.

Section 7. It is suggesed that active members should not work in more than two committees to prevent power monopoly, personality conflicts, burnout, loss of valuable associates and to allow learning opportunities for new members.

SECTION 8. During the December Board meeting, each Committee President shall report to the Executive Board President the summary of that committee’s events for that calendar year. The Executive Board President will present the results of these reports at the January Annual Meeting

ARTICLE NINE: NOMINATIONS

SECTION 1. The Nominations Committee shall consist of three members including the President of the committee.

The President of the committee nominated by the Executive/Directors’ Boards or the membership at large.

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The other two members will consist of one selected by the nominated President of the Nominations Committee and one nominated by the membership at large.

SECTION 2. The Nominating Committee shall present the names of the candidates to be elected to the Executive Board and the Board of Directors As provided by Article Six, Section 2, and Article Seven, Section 1 above respectively and shall report the names of those persons to the membership at large of the Council no later than December 30th.

SECTION 3. Nomination Process and Elections
Before the 1st week of November, the Nomination Committee must obtain from the Membership Committee the updated, active membership list.
The Nomination process should start early November with a letter to the active membership list announcing:

The elections of the Council,
Requesting candidates for the Executive Board and the Board of Directors, who can only postulate up to two committees (see Art.8 secc.7)
The deadline for the reply
The use and deadline of the Absentee ballot

The Nominations Committee (NC) will accept nominations by e-mail, regular postal letter, or phone calls no later than 12/25 of the year of elections.
The NC will present the roster of candidates to the membership by the 1st week of January.
Finally, the election will be held during the Annual Meeting on the 3rd Sunday of January.

ARTICLE TEN: MEETINGS OF THE COUNCIL

The Council shall hold the following meetings:

Elections meeting
Ordinary meetings (Monthly Boards meetings)
Special meetings

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SECTION 1. ELECTIONS MEETING
The Council shall hold its Elections Meeting every two years on the third Sunday of January or at such time and place as the Executive/Directors Boards shall determine.
In the event of any change, notification shall be sent to the active members of the Council.
The Order of Business shall include:

The Report of the President of the Executive Board
The Report of the Treasurer
The Elections, followed by the Oath of Office Ceremony of the officers to the Executive Board and Board of Directors by the President of the Nominations Committee.

At the end of the Elections Council Meeting the past and elected Executive/Directors Board shall meet to exchange files, equipment, and documents held by the previous administration. Also, set a date to exchange signatures on HACC accounts at the bank.

The Publications Committee will publish on the website along with the minutes of the meeting :

The former Council President’s Annual Report.
The Treasurer’s Annual Report.and
The Nominations Committee’s election results.

SECTION 2. ORDINARY MEETINGS (EXECUTIVE/DIRECTORS BOARDS)

An annual list of all the Ordinary Meetings as well as a tentative Calendar of Activities will be presented during the February Meeting.

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Reminders of the time and place for Ordinary meetings of the Council shall be mailed to all members at least one week before to the date thereof.
Each session shall be based on the established Agenda outlined. See appendix.
Agenda items will include: the minutes of the previous session, the reading of the correspondence, the Treasurer report, a report from each of the committees, old or unfinished business, new business, and the time and place of the next meeting. See appendix.
Members of the General Membership may attend but solely as observers. They cannot intervene in the decisions of the Executive/Directors Board proceedings.
Minimun quorum for these montly meetings should include 2 members of the Executive Board and 2 of The Board of Directors

SECTION 3. SPECIAL MEETINGS

A motion for holding a Special meeting may be requested by any member of the Executive Board and Board of Directors.
The motion will be voted upon by the Executive Board and Board of Directors. If the motion is passed a meeting time and place will be scheduled
Any member may request a Special Meeting with the support of at least ten percent of the General Membership.
The Special meeting shall be scheduled and announced by the Executive President within two weeks following the receipt of the request.
Notice of the Special Meetings of the Council shall be emailed to all active members who have provided an email address and printed copies will be mailed to those members that have not provided an email address.
This notification must be completed at least two weeks before the date thereof, and such notice shall state the purpose for which the meeting is called and no other business shall be transacted at Special Meetings of the Council.

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SECTION 4. QUORUM
To ensure scheduled meetings are effective and will achieve the objectives for which they have been organized, these are the requirements for attendance of each type of assembly.

Elections Meeting Quorum

The President, Vice President, Treasurer, and Secretary or a duly designated substitute for each of these offices.
All nominees must be present or can respond in absentia.
At least one representative of each committee must be present.
The Nominations Committee or suitable representatives must be present.

Regular Monthly Meetings Quorum
Ideally the following is required:

The President, Treasurer, and Secretary or a duly designated substitute for each of these offices.
Each Committee must be represented, but to make decisions at least two members of th EB and two of the BD are required.
One Board member can represent two committees.
But, to make decisions only two members of the EB and two of the B of D are required

Special Meetings Quorum
Will be based on the merit of the issue and decided by the EB

SECTION 5. Whatever notice to Council members is required, communication will be sent to the last known address of the updated membership list of the Council.

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ARTICLE ELEVEN: GENERAL PROVISIONS

SECTION 1. All past acts, decisions, actions and resolutions taken by the founders of the Hispanic American Cultural Council, not contradicting the existing By-Laws, are fully confirmed and ratified.

SECTION 2. Robert's Rules of Order shall govern the proceedings of all the meetings of the Council its Executive Board and Board of Directors.

SECTION 3. Any proposal to borrow monies on the credit of the Council shall require the approval of two-thirds of the active Council membership present at a Special meeting duly called for that purpose.

SECTION 4. The Council shall not be dissolved or otherwise have its existence terminated by its membership except upon the affirmative vote of no less than two-thirds of the active membership.

SECTION 5. In the event of dissolution, all the remaining assets and property of the Council shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to another organization to be used in such manner as in the judgment of a justice of the Supreme Court of the State of Connecticut will best accomplish the general purposes for which this corporation was formed.

SECTION 6. No part of net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation) and no member, trustee, officer, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

SECTION 7. No substantial part of the activities of the Council shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public affair.

ARTICLE TWELVE: AMENDMENT

SECTION 1.These By-Laws may be amended at a Council Meeting or at any Special Meeting called for that purpose by a vote of not less than two-thirds of active members, counting the active members presents and those who voted using the absentee vote ballot, or by a well-documented e-mail process approved by the Boards, provided written notice of the proposed amendment, including the text thereof, shall be delivered to all the active members at least two weeks prior to the date of the meeting.

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   Appendices

Agenda

Welcome by the President
Reading of the minutes of the last meeting by the Secretary
Correspondence by the Secretary
Treasurer’ report
Report of the Permanent Committees

Arts
Education
Membership
Nomination
Publication
Social

Old business
New business
Date and place of the next meeting

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Hispanic American Cultural Council (HACC) P.O. Box 25. New Britain, CT. 06050-0025,

Date..............................................

Absentee vote ballot
Absentee vote ballot for The Elections ( ) or Special Meeting ( )
Scheduled on……………………at ………………………..……………….......
I………………………………………………………………............................................................................................................................
an active member of the HACC, familiar with the subject on hand, but unable to attend,
I would like to send my absentee vote in favor ( ) or aginst ( ).
If you are against , please list your objections. This information may help us to improve our services …………………………………………………………………………………………………………………………………….............................
.
………………………………………………………………………………………………………………………………………………………………………….

Signature.

Please send your replyASAP to the senders e-mail or to
HACC. Ballot
P.O. Box 25
New Britain CT 06050-0025