NHPO Bylaws

Article I – Name

Section 1: Name.
The name of the organization shall be NHPO, Inc. This shall be the name in which all business and activities of the constituted body will be conducted.

Section 2: Abbreviation.
NHPO is the official acronym of the National Hispanic Professional Organization.

Section 3: Non-Profit Organization.
The Internal Revenue Service has officially recognized NHPO, Inc. as a non-profit organization, exempt from Federal income tax under section 501(c)(4) of the Internal Revenue Code.

Section 4: Limitation.
NHPO shall be a non-partisan organization, but may take a stand on issues that affect the membership, as approved by the Board of Directors.

Article II – Purpose

Section 1: Mission.
The National Hispanic Professional Organization is a non-profit organization that provides members with professional and business development, career opportunities, and leadership training.

Section 2: Activities.
This organization shall develop and implement professional, cultural, educational, and community activities as a means of achieving its mission.

Article III – National Board of Directors

Section 1: Role
The role of the National Board of Directors is to establish policy and direction of the organization. The National Board is the Governing Body for all chapters under the NHPO umbrella.

Section 2: National Composition

The National NHPO Executive Board of Directors shall be comprised of the National President, Chair, Vice Chair, Secretary, and Treasurer. The Executive Board shall not have a vote in matters of the full body; The National Board of Directors shall be comprised of 2 Representatives and 1 alternate from each chapter under the NHPO umbrella. Each chapter is given a maximum of 2 votes; Both the National Officers and Chapter Representatives are required to attend all National Board Meetings, missing 2 meetings may lead to removal from the National Board.

2.1 National President

The President shall be appointed by the Board of Directors upon the recommendation of the executive committee, subject to such terms and conditions of employment as the parties may agree. He/she shall serve as a non-voting Ex-Officio member of the board of Directors.

2.2 Duties and Responsibilities of the National President

The President shall exercise the authority of a Chief Executive Officer of NHPO generally reporting to and advising the Board of Directors, the Executive Committee, the Chair, and performing the duties as indicated in the job description.

Management: Supervising and managing NHPO day-to-day operations; hiring and retaining a high-quality staff; assuring that the Board of Director’s policies are strictly adhered to; providing administrative and staff support for Board of Directors, Executive Committee, Corporate Partners, and other meetings or events; and generally developing and maintaining a culture of efficiency and excellence;

Financial: Exercising watchful stewardship over the business and financial affairs of the Association; maintaining its financial solvency; providing administrative oversight of financial policies; and assuring fiscal accountability.

Advocacy: Representing NHPO with and articulating its values to significant constituents, including but not necessarily limited to, Members, the business and corporate sectors, and governmental entities; and,

Other Duties: Performing such other duties as described in the Job Description.

Section 2.3 National Executive Board

The Executive Board shall consist of all officers and legal counsel.

Section 2.4 National Advisors

The National Advisory Board of Directors shall guide the National Chapter and serve as mentors and advisors to the Chair/President. They have no voting powers.

Section 2.5 National Legal Counsel

Legal Counsel shall be appointed by the Chair/President and approved by the simple majority of the Board of Directors. Legal Counsel is a non-voting Board Member.

3.0 National Officers Duties

The officers shall have the following duties;

3.1 National Chair

The Chair shall be vested and exercise the following duties and responsibilities: Chairing the Organization and Presiding at the National Quarterly Board of Directors meetings; Representing NHPO at external local, state, and national levels and timely informing the organization of all pertinent information.

3.2 National Vice-Chair:

In the absence of the Chair the Vice Chair shall assume the duties of the Chair.

3.3 National Secretary

The Secretary shall be responsible for keeping accurate minutes of Board of Directors Meetings, distributing copies of minutes at BOD meetings, preserve corporate records, and update contact information.

3.4 National Treasurer

The Treasurer shall be responsible for all financial transactions related to the National Chapter. The Board of Directors shall give the authority to the President and the Treasurer to give the authority to sign checks for a specified amount. Checks for more than this specified amount must be approved by a simple majority of the Board of Directors. In additional duties include making monthly financial reports, maintain an itemized record of all receipts and expenditures, and preparing financial documents for Internal Revenue.

Section 4 Representatives
The National Board of Directors shall include two (2) Representatives, and one (1) Alternate from each local Chapter in good standing. The representatives must be appointed by the incoming local Chair, and approved by the local Chapter Board of Directors, prior to the Annual National Board Retreat in January. Other than newly formed chapters, where the Chair and Vice-Chair will represent the local Chapter, the representatives must have one year of prior service as a member of the local Chapter Board of Directors. A representative may not be removed from the National Board without just cause if an Executive Position is held until their term expires.

Section 5: Term.
The term of a National Executive Officer will be an one (1) 2-year term with the option of re-election for a second 2-year term with 2/3 majority vote.

Section 6: Election Procedures.
At the 3^rd Quarter National Board of Directors’ Meeting, an Election Committee Chair shall be appointed to oversee and facilitate the election process of Officers and Chairs. This election shall be held at the 4^th quarterly National Board of Directors’ Meeting. The method of voting shall be done by secret ballot or other method at the discretion of the Chair.

Section 7: Appointed Board of Directors Members.
Appointed Board of Directors Members shall be appointed by the Chair and approved by a simple majority of the Board of Directors. Appointed Board Members shall have the same voting rights as all other Board Members.

Section 8: Absenteeism.
Any person of the National Board of Directors absent from (2) National Quarterly Board of Directors’ Meetings during their term shall considered for removal from the National Board regardless of the reasons for absences.

Article IV – Chapters

Section 1: Chapter.
Chapter refers to a local branch of NHPO that is in good standing.

Section 2: Recognition.
To be recognized as a new Chapter of NHPO, the National Board of Directors must approve all Officers and Committee Chairs.

Section 3: Chapter Dues

Chapter Dues in the amount of 10% of individual memberships shall be paid from each chapter to the National Board by the end of each year.

Section 4: Governance

The NHPO leadership recognizes the fact that no two cities or communities are the same. Geographical location, demographic breakdown, regional influences and state laws are all factors in what a chapter will look like and how it will evolve. As each chapter has the latitude to do what works best in their communities they are not autonomous; Each NHPO chapter and programs are connected to each other by a common mission and objectives. Every chapter uses the NHPO National by-laws so that the standards and form of governance in each chapter is the same; when a person joins any NHPO chapter they automatically become a member of all NHPO chapters, therefore, all chapters are interlocked by common governance, policies, procedures, programs of work and members.

Section 5: By-laws Modification

By-laws may not be modified by individual chapters without express approval of the National Board. Modification request may be submitted to the National Board for review and may only be modified upon approval by two thirds majority vote.

Section 6: Suspension.
The National Board of Directors reserves the right to suspend a Chapter for any length of time for not acting in the best interest of the organization or not performing duties specified in the bylaws. As of effective suspension date, the Chapter Representatives on the National Board of Directors will not be allowed to participate in national meetings.

Section 7: Expulsion.
The National Board of Directors reserves the right to permanently expel a Chapter for not acting in the best interest of the organization or not performing duties specified in the bylaws. As of effective expulsion date, the Chapter Representatives on the National Board of Directors will not be allowed to participate in national meetings.

Section 8: Dissolution.
The National Board of Directors reserves the right to terminate the existence of a Chapter for not acting in the best interest of the organization or not performing duties specified in the bylaws. As of effective dissolution date, the Chapter Representatives on the National Board of Directors will not be allowed to participate in national meetings. Upon dissolution, all NHPO monies shall become the property of NHPO National.

Article V – Membership

Section 1: Membership.
Membership shall be granted upon payment of membership dues, completion of a membership application, and approval by chapter Board of Directors. Memberships are valid through December 31 of paid year, unless dues were paid on or after September 1. In this case, membership shall be valid until December 31 of the following year.

Section 2: Types.
There are four types of memberships: Individual, Non-Profit, Business, and Corporate. Dues for Individuals shall be determined by respective chapters. Dues are at the discretion of individual Chapters.

Section 3: Benefits.
The benefits of each type of Membership shall be at the discretion of individual Chapters.

Section 4: In-kind.
Memberships may be granted to individuals in exchange for services rendered, memberships to other organizations, or benefits for NHPO, as long as the value of the exchange is of equal value or more than the NHPO membership given. The Chapter Chair shall determine the value of the exchange.

Article VI – Chapter Board of Directors

Section 1: Role.
The Board of Directors shall be responsible for the overall governance and direction of the local Chapter.

Section 2: Composition.
The Board of Directors shall be comprised of Officers, Committee Chairs, appointed Board Members, and Legal Counsel.

Section 3: Executive Board.
The Executive Board shall consist of all Officers and Legal Counsel.

Section 4: Legal Counsel.
Legal Counsel shall be appointed by the Chair and approved by a simple majority of the Board of Directors. Legal Counsel is a non-voting Board Member.

Section 5: Election Procedures.
At the October Board of Directors’ Meeting, an Election Committee Chair shall be appointed to oversee and facilitate the election process of Officers and Chairs. This election shall be held at the November Board of Directors’ Meeting. The method of voting shall be done by secret ballot or other method at the discretion of the Chair.

Election Committee Chair. An Election Committee Chair shall be appointed by the Chair and approved by a simple majority of the Board of Directors. The Election Committee Chair shall not be a candidate for Executive Board or a candidate for Committee Chair. The Election Chair shall be responsible for making the election fair for all candidates participating; shall notify all members of the Chapter of the upcoming election at least thirty (30) days prior to the election; shall hold elections by secret ballot. The Election Chair shall not vote unless there is a tie.

Candidates. Any member in good standing at least thirty (30) prior to the election can be a candidate for any Office or Chairmanship. Candidates may only run for one position.

Officers. Only the Board of Directors shall vote for new Officers. Each person serving on the Board of Directors may cast one vote and must be present to vote. The candidate receiving a simple majority of the votes for a particular Office shall fulfill the duties set forth for that Office beginning January 1 of the following year.

Committee Chairs. Committee Chairs for all Standing Committees shall be voted by the membership. All members may cast one vote and must be present to vote. The candidate receiving a simple majority of the votes for a particular Committee Chairmanship shall fulfill the duties set forth for that position beginning January 1.

Runoff Election. If a candidate does not have a simple majority of the votes due to multiple candidates running for the same position, a runoff election shall be facilitated. Only the two (2) candidates with the most votes shall participate in the run-off election.

Section 6: Terms.
The Chapter Chair shall serve an (1) 2 year term with the option of an additional 1 year term without an election upon a 2/3 majority vote of the Board of Directors. Each chapter shall have the discretion to elect a chair elect or vice chair as determined by the respective Board of Directors.

All other members of the Board of Directors shall serve a one-year term and are eligible to serve three (3) consecutive terms in the same position. If a member fills a vacancy on the Board of Directors, this person shall only be eligible to run two (2) additional years for that position upon completion of the current term.

Section 8: Vacancies.
If a vacancy exists on the Board of Directors, the Chair shall appoint a replacement. A simple majority of the Board of Directors must approve this appointment. If a member fills a vacancy on the Board of Directors, this person shall only be eligible to run two (2) additional years for that position upon completion of the current year.

Section 9: Resignation.
Resignation from the Board of Directors must be in writing and received by the Secretary. The process to fill this resignation shall be governed by the vacancies clause.

Section 10: Absenteeism.
Any person of the Board of Directors absent from more than three (3) monthly Board of Directors’ Meetings during their term shall be removed from the Board regardless of the reasons for absences.

Section 11: Removal.
Any person serving on the Board of Directors may be removed for unethical behavior and/or not representing the organization appropriately, not acting in the best interest of the organization or not performing duties as are specified in these bylaws. This person shall be relieved of their duties with a two-thirds vote of the Board of Directors or by the National Board of Directors.

Article VII – Officers

Section 1: Composition.
The Officers shall consist of Chair, Vice-Chair, Secretary, Treasurer, Parliamentarian, and Immediate Past-Chair (if any).

Section 2: Officers’ Duties.
The Officers shall have the following duties:

Chair. The Chair shall guide the Board of Directors to ensure the interests of the general membership are served and to fulfill the mission of the organization. In addition, the Chair shall preside over all meetings, appoint Ad-Hoc Committee Chairs and Board Members, serve as primary contact, send out announcements, and head fundraising efforts.

Vice-Chair. In the absence of the Chair, the Vice-Chair shall assume the duties of the Chair. The Vice-Chair shall oversee all Chapter committees and shall assist in fundraising efforts. In addition, the Vice-Chair shall prepare all documents related to the non-profit status of the Chapter.

Secretary. The Secretary shall be responsible for keeping accurate minutes of Board of Directors’ Meetings, distributing copies of minutes at Board of Director’s Meetings, preserve corporate records, update contact information and biographies for all Board of Directors, track all property owned by organization, and collect all pertinent information.

Treasurer. The Treasurer shall be responsible for all financial transactions related to the Chapter. The Board of Directors shall give the authority to the Chair and Treasurer to sign checks for a specified amount. Checks for more than this specified amount must be approved by a simple majority of the Board of Directors. In emergencies, a simple majority of the Officers may approve the signing of a check. Additional duties include making monthly financial reports, maintaining an itemized record of all receipts and expenditures, and preparing financial documents for Internal Revenue Service income tax forms.

Parliamentarian. The Parliamentarian shall ensure that Robert’s Rules of Order and NHPO bylaws, policies and procedures are followed at all Board of Directors’ Meetings. The Parliamentarian is a non-voting member

Article VIII – Committees

Section 1: Standing Committees.
There shall be a minimum of eight (8) Standing Committees: Community Affairs, Education, Events, Information Technology, Marketing, Media Relations, Membership, and Recreation. Chairs for all Standing Committees shall be voted by the membership.

Section 2: Committee Duties.
The Standing Committees shall have the following duties:

Community Affairs. The Community Affairs Committee shall establish relationships with other non-profits. A high priority is to coordinate with other organizations to co-host events. Invitation letters shall be sent to all organizations that may co-host events.

Education. The Education Committee shall coordinate professional development and leadership seminars that will benefit the membership. The Education Committee shall work closely with sponsors to fulfill their expectations of the seminars.

Events. The Events Committee shall coordinate the professional networking events, as well as special events that will benefit the membership. The Events Committee shall be responsible for all negotiations prior and during the events. The Chair must approve all deliverables. The Events Committee shall not sign any contracts or agreements.

Information Technology. The Information Technology Committee shall be responsible for keeping the information on the web site up to date. This includes information regarding upcoming events, Board Members’ contact information, and biographies, membership, and news articles.

Marketing. The Marketing Committee shall recommend ways to promote the organization through informational pieces, push cards, flyers, newsletters, or other means.

Media. The Media Committee shall promote the organization utilizing the media.

Membership. The Membership Committee shall maintain all records related to members joining the organization, send letters to new members, and create name badges for new members.

Recreation. The Recreation Committee shall coordinate recreation activities for members. Family events are encouraged.

Section 3: Ad-Hoc Committees.
The Chair may create Ad-Hoc Committees to perform specific tasks. Chairs for the Ad-Hoc Committees shall be appointed by the Chair and approved by a simple majority of the Board of Directors. The Chair may dissolve the Ad-Hoc Committee at will.

Article IX – Advisory Board of Directors

Section 1: Role.
The Advisory Board of Directors shall guide the local Chapter and serve as mentors and advisors to the Chair. They have no voting powers.

Section 2: Composition.
The Advisory Board of Directors shall consist of prestigious members of the local community that have shown interest in assisting the local Chapter reach significant goals.

Article X – Meetings

Section 1: Meetings.
There shall be a Board of Directors’ Meeting monthly and all members are to be notified. Dates for the monthly meetings for the year shall be set by the Chair in January and shall remain consistent throughout the year.

Section 2: Rule of Order.
The current edition of the Robert’s Rules of Order shall be the final source of authority if not addressed in the bylaws of the organization.

Section 3: Order of Business.
The order of business shall be as outlined in the current edition of Robert’s Rules of Order.

Section 4: Notice.
A notice of the monthly Board of Directors’ Meetings shall be sent to each member by e-mail, fax, or mail, not less than five (5) days prior to each meeting.

Section 5: Quorum.
At least 51% of the Board of Directors shall be considered a quorum.

Section 6: Agenda.
The Chair shall create the Agenda for the monthly Board of Directors’ Meetings.

Section 7: Voting.
A motion passes as outlined in the current edition of Robert’s Rules of Order.

Section 8: Special Meetings.
The Chair or a quorum of the Board of Directors may call a special or emergency meeting.

Section 9: Notice.
Reasonable notice of special or emergency meetings shall be given to each Board of Directors Member prior to the meeting.

Article XI – Amendments

Section 1: Amendments.
These Bylaws may be amended by a two-thirds majority vote by the National Board of Directors.