THE BYLAWS OF LATINO TEXAS PAC
Adopted August 26, 2015
Article 1 NAME
The name of this organization shall be Latino Texas PAC and shall be referred to as the “PAC” herein.
Article 2 JURISDICTION
The jurisdiction of the PAC and the limitations of its activities shall be in the State of Texas.
Article 3 PURPOSE
The purpose of the PAC is to increase the representation of the Latino community in elected positions and the accountability of all elected to the Latino community at large regardless of political party affiliation.
Article 4 GOVERNING STRUCTURES
4.01 Board of Directors. The governing body of the PAC shall be the Board of Directors.
4.02 Membership. This organization shall not have “members” within the meaning of such term as used in the Texas Non-Profit Corporation Act.
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Article 5 MEMBERSHIP
5.01 Membership. Any person who pays membership dues shall be a member of the PAC (hereafter termed “Member” or “member”).
5.02 Discipline for Membership. In the event that a member conducts himself in such a manner as to discredit or dishonor the PAC, the member may be removed by a two-thirds (2/3) vote of the Board of Directors. Notice of the intent to censure or expel shall be given to the member in question at a special called meeting prior to the vote for consideration of removal, at which the date of the meeting in which the vote of censure or expulsion shall be announced. The member in question shall be entitled to present his defense and respond at any and all meetings where such removal is considered.
5.03 Transfer and Division. Membership in the PAC is non-transferable and indivisible.
5.04 Annual Dues. The annual membership dues must be paid to the PAC each year by January 31st of each calendar year. Dues unpaid after January 31 of any calendar year subject the member to removal from the PAC upon affirmative action of the Board. The organization may accept, upon approval of the Executive Committee, financial contributions in addition to fees and dues from members or non-members to be used to carry out the purposes of the PAC consistent with Article II, “Purpose.” The membership levels associated with the membership dues are set forth in Article 9 herein. To be a member in good standing, an individual’s annual dues must be paid in full by January 31st of each calendar year and cannot have had membership suspended or terminated, or have such action pending.
With the exception of the 2015 calendar year, regardless of when an individul becomes a member of the PAC, their membership is only valid through December 31st of the current calendar year. During the 2015 calendar year, any individual who pays his membership dues in the 2015 calendar year, his membership will extend to December 31, 2016.
5.05 Member Voting Eligibility. A member is eligible to vote if he is in good standing with the PAC and has been a member for at least 30 days. During the 2015 calendar year, the 30 day probationary period is waived for new members.
5.06 Confidentiality. The operations and affairs of the PAC, including but not limited to the nomination and voting process, to the extent possible as permitted by law, shall be kept confidential.
Article 6 BOARD OF DIRECTORS
6.01 General Powers. All power and authority regarding the property, affairs and management of the PAC shall be vested in and controlled by the Board of Directors.
6.02 Board of Directors Members.
- The Board of Directors must be individuals who have made a contribution to the PAC at the $500.00 membership level. To assist with the initiation of the PAC, an interim Board of Directors of four individuals will be voted upon to manage the PAC through December 31, 2015; this interim Board of Directors shall vote to select its interim Chair and shall adopt the PAC’s initial bylaws by a two-thirds (2/3) majority of the interim Board of Directors. Thereafter, the PAC will hold an election for its Board of Directors as set forth herein.
- Board Members must agree with the purpose of the PAC as defined in these Bylaws.
- A candidate who is eligible to receive funds from this PAC funding may not serve on the Board of Directors. If a currently serving Board Member elects to become a candidate that is eligible for funding from this PAC, the Board Member must resign upon becoming a candidate.
- A person receiving compensation from a candidate, campaign, PAC, or is participating in an internship or fellowship with a candidate or campaign that is eligible for funding from the PAC or eligible to receive an endorsement from the PAC may not serve on the Board of Directors.
- The composition of the Board of Directors shall be bipartisan.
- When a conflict of interest is relevant to a matter requiring action by the Board or
Directors, the interested person(s) shall call it to the attention of the Board and said person(s) shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by vote of the Board of Directors, excluding the person(s) concerning whose situation the doubt has arisen. At all times, a Board of Director or any member of the PAC shall be transparent and disclose any matter that may create a potential conflict of interest.
- The Board of Directors shall appoint a Communications Officer who shall not be a member of the Board of Directors.
6.03 Number. The Board of Directors shall be comprised of seven individuals.
6.04 Deputy Treasurer. The Deputy Treasurer shall be appointed by the Treasurer and confirmed by a majority vote of the Board of Directors, and will be charged with assisting the Treasurer in the execution of his or her duties and will assume the duties of Treasurer in the event of his or her absence or disability.
6.05 Tenure. The Board of Directors currently holding office shall approve the following year’s Board of Directors by January 1each year.
- The term of each Board Member shall be 1 year with the exception of the At-Large positions, which will serve 2 year terms.
- Board Members will be nominated and elected by the majority of the membership.
6.06 Meetings. All business conducted by the Board of Directors is confidential and should not be disclosed to others except through the PAC’s authorized channel of communications.
- Meeting Attendance. Members of the Board of Directors shall meet monthly. Board
Members must attend 75% of the board meetings.
- Annual Meeting. The Annual Meeting of the Board of Directors shall be held in the
final quarter of each calendar year on a day and at a time and place to be determined by the Chair. If the Chair fails to designate a date for the Annual Meeting by September 15th then a majority of Board Members may give written notice of a date, time, and place for the Annual meeting to be held in the final quarter of the year. At the PAC’s Annual Meeting:
- The Treasurer or the Deputy Treasurer, shall report on the financial condition of the PAC and provide, in advance of the meeting, a copy of a financial statement that shows income and expenses; and provide the financial analysis requested by the Board.
- The Board of Directors shall:
- approve a detailed budget for the following fiscal year;
- review the financial condition and activities of the organization; and
- review the goals and activities of the organization to determine that they fall within the purpose of the organization.
- Special meetings of the Board of Directors may be called by the Chair and shall be called by the Secretary on the written request of any two Board Members. The person authorized to call special meetings of the Board of Directors may fix any reasonably located place as the place for holding any special meetings of the Board of Directors. Notice of each special meeting of the Board of Directors shall be given to each Board Member at least two business (2) days before the date of the meeting.
- The failure to hold a meeting at a time stated in or fixed in accordance with these bylaws does not affect the validity of any action.
- The Board of Directors may hold its regularly scheduled meetings at such place as the Chair may from time to time determine.
The Bylaws of Latino Texas PAC
- Members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
6.07 Notice. Notice of the place, day and time of the regularly scheduled meetings must be given to each Board Member by telephone, e-mail, U.S. mail or fax or by notice in writing delivered no later than the 20th day before the day set for the meeting by the Communications Chair. Two business days notice is presumed to be reasonable for special meetings.
6.08 Quorum. Two-thirds (2/3) of the Board of Directors shall constitute a quorum for the business at every meeting. Except as otherwise provided in these Bylaws, the action of the Board Members present at a meeting at which a quorum is present shall be the action of the Board of Directors.
6.09 Vacancies. If a position on the Board of Directors becomes vacant during the current term, the remaining Board Members may appoint a replacement to fill the vacancy by a majority vote at the next regular or special meeting provided that reasonable notice is given that such vacancy will be filled by the Board of Directors. The individual appointed to fill the vacant Board Member position shall be appointed for the unexpired term of the predecessor in office.
6.10 Compensation. Board Members shall receive no compensation for their services to the PAC.
6.11 Removal. Any Board Member may be removed for malfeasance or nonfeasance. Malfeasance shall be defined as any abuse of position that may compromise the PAC of its integrity, including, but not limited to, misuse of PAC funds, membership or voter lists, or other resources. Nonfeasance includes, but is not limited to, failure to perform the duties of the office as defined in the by-laws. Upon a majority vote of the Board of Directors, a designee of the Board of Directors shall present a bill of particulars alleging the grounds for removal of the Board Member to the PAC membership at a regularly scheduled membership meeting. The Board Member may be removed by two-thirds (2/3) vote, with notice having been given at the previous regular meeting. The Board Member shall be entitled to a special-called meeting at which the vote for removal is taken.
6.12 Action without a Meeting. The Board of Directors may take action without a meeting if a consent in writing, setting forth the action to be taken is signed by a quorum of the Board of Directors as would be necessary to take that action at a meeting at which all of the directors were present and voted.
- Each written consent shall bear the date of signature of each Board of Director who signs the consent.
- A faxed, photocopied, or similar reproduction of a writing signed by a Board Member shall be regarded as signed by a Board Member. An e-mail transmitted from the Board Member’s known e-mail address will be regarded as signed by a Board Member for purposes of this by-law.
- Prompt notice of the taking of any action by the Board of Directors shall be given to all Board Members who did not consent in writing to the action.
Article 7 OFFICERS
7.01 General. The Officers of the PAC shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, and 3 At-Large positions. The Officers shall be nominated and elected by a majority vote of the PAC members at the Annual Meeting. The Board of Directors may elect such other Officers as it shall deem desirable, such Officers will have the authority and perform the duties prescribed from time to time, by the Board of Directors. No two offices may be held simultaneously by the same person.
7.02 Chair. The Chair shall in general supervise and control all of the business and affairs of the PAC. The Chair will appoint Chairs of all standing committees of the Board of Directors. The Chair may appoint special or ad hoc committees and chairpersons of those committees. The Chair shall provide the leadership required to ensure the adequate performance of duties assigned to the Board of Directors, officers and any committees. The Chair shall preside at all meetings of the Board of Directors and the Executive Committee.
7.03 Vice-Chair. The Vice-Chair shall assist the Chair in the execution of all duties of his office. Should the Chair be unable to complete the term of office, or upon acceptance of the Chair’s written resignation, the Vice Chair will assume the office of Chair and serve for the balance of that person’s term of office. In the absense of the Chair, the Vice-Chair shall perform the duties of the Chair, and, when so acting, shall have and may exercise all the powers of the Chair.
7.04 Secretary. As Secretary of the Board, the Secretary shall keep minutes of all board meetings and shall distribute copies of the minutes to the Board of Directors within one week of the meeting. The Secretary shall also assist with other tasks as deemed necessary by the Chair.
7.05 Treasurer. The Treasurer shall be responsible for the accounting records of the PAC and shall present current financial reports at each meeting of the Board of Directors. The Treasurer will also oversee the development of an annual budget for the PAC and be responsible for the safekeeping of the PAC’s funds. The treasurer shall ensure the timely and accurate filing of all necessary political action committee reports and all necessary state and federal tax reports in a timely manner so as to avoid penalties for late reporting.
7.06 Communications Officer. The Communications Officer shall be responsible for all external and internal communication regarding the PAC. The Communications Officer responsibilities include, but are not limited to, promoting a favorable image of the PAC to external entities,maintaing relationsips with media outlets and journalists, managing the PAC’s social media channels, and creating all related marketing materials for PAC events, meetings, and other external stakeholder engagement. The Communications Officer shall also be responsible for facilitating effective communication between the Executive Committee, Board of Directors, and General Membership. The Communications Officer shall fill an officer role, and not be a part of the Board of Directors. At all times, the Communications Officer will work in conjunction with the Board of Directors and keep them apprised of all matters. Furthermore, the Communications Chair will further the interests of the PAC.
7.07 Vacancies. The Board of Directors shall fill any vacancy occurring in any officer position at the next regular meeting or special meeting of the Board of Directors by a majority vote.
Article 8 COMMITTEES
- Board Members shall chair all standing committees.
- Members of standing committees need not be Board Members, but they must be PAC members in good standing.
- Committees may hold meetings by teleconference, if necessary. 8.02 Standing Committees
- Executive Committee. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary, and the Treasurer. The Executive Committee may meet between regular Board of Directors meetings and, except as provided, may exercise the authority of the Board of Directors in the management of the PAC. The Executive Committee shall have no authority to amend, alter, or repeal the Bylaws; to elect, appoint, or remove any Board of Director. The Executive Committee shall report directly to the Board of Directors.
- Screening Committee. The Screening Committee shall: (1) develop, review, and comment on the candidate questionnaire, (2) interview candidates regarding the Statement of Principles and provide feedback on responses and performance, and (3) perform other duties and functions deemed appropriate by the Board of Directors. Members of the committee shall be selected by two-thirds (2/3) of the Board of Directors after written applications are submitted to the Board of Directors. Members shall consist of at least one Board Member and members who must be at least at the $500.00 membership level. The committee membership will be reconfigured each year.
- Steering Committee. The Steering Committee shall advise and consult the PAC in ensuring the PAC’s mission is appropriately fullfilled. Members of the committee shall be selected by two-thirds (2/3) of the Board of Directors after written applications are submitted. The committee shall have at least 10 members and as needed members can be appointed by the Board of Directors. Members shall consist of members who must be at least at the $500.00 membership level. The committee membership will be reconfigured each year as deemed necessary by the Board of Directors.
- Membership Committee. The Membership Committee shall create and implement recruitment and retention programs and advertising and campaign strategies to increase and maintain membership. Members of the committee shall be selected by two-thirds (2/3) of the Board of Directors after written applications are submitted to the Board of Directors. The committee membership will be reconfigured each year.
8.03 Ad Hoc Committees.
- The Chair or the Board of Directors, from time to time, may establish such other committees as they deem appropriate to carry out the PAC’s mission. A committee may include two or more PAC members in good standing, but do not require the inclusion of a Board Member. Members of the PAC who are appointed to any committee do so with the understanding that they have the same responsibilities to the PAC as a Board Member.
- The Board of Directors may establish qualifications for membership on a committee. The Chair, in consultation with the Board of Directors, may remove any committee member, with or without cause.
8.04 Conflict of Interest. When a conflict of interest is relevant to a matter requiring action by any committee, whether standing or Ad Hoc, the interested person(s) shall call it to the attention of the relevant committee Chair. The Board of Directors shall determine whether the conflict of interest merits the removal of the interested person(s) from said committee. If the interested person(s) retains his committee membership, he shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by vote of the Board of Directors, excluding the person(s), if he is a Board Member, concerning whose situation the doubt has arisen. At all times, a Board of Director or any member of the PAC shall be transparent and disclose any matter that may create a potential conflict of interest.
Article 9 NOMINATION PROCESS AND MEMBERSHIP LEVELS
9.01 Membership Levels. Each member in good standing shall be entitled to nomination and voting benefits based on their respective membership level. Nominations and votes apply to each election cycle as determined by the Board of Directors. There are five membership levels based on the following contribution levels:
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- Friend of PAC: $150.00. There is one nomination and no voting privileges associated with this contribution amount.
- First Level of Membership: $250.00. The first level of membership offers one nomination and one vote.
- Second Level of Membership: $500.00. The second level of membership offers two nominations and two votes.
- Third Level of Membership: $1,000.00. The third level of membership offers three nominations and three votes.
- Fourth Level of Membership: $1,500.00. The fourth level of membership offers four nominations and four votes.
- Fifth Level of Membership: $2,000.00. The fifth level of membership offers five nominations and five votes.
For every additional $500.00 that each member contributes beyond the Fifth Level of Membership, the member will receive one additional nomination and vote, with a maximum of eight nominations and votes. With the exception of the 2015 calendar year, a member will not be eligible to nominate or vote until his 30-day probationary period expires.
9.02 Nominations. The Secretary shall maintain accurate records of all nominations. Members in good standing are to submit written nominations through email to the Secretary, as directed by the Board of Directors.
The Board of Directors shall consider all nominations for screening. After the PAC’s membership submits their nominations, the Screening Committee must screen the two nominees receiving the most nominations per political race. The Board of Directors may at its discretion limit or expand the number of political races that will be considered by the PAC. The Board of Directors has the authority to nominate a candidate(s) for screening, in addition to the top two nominations received by the membership for each political race, as deemed necessary. In order for the Board of Directors to nominate an additional candidate for screening, any such nominee must receive two-thirds majority vote by the Board of Directors.
9.03 Screening. After conducting their screening, the Screening Committee will make a recommendation to the membership and the membership will vote on the candidate(s). The membership will vote for the nominee(s) and the PAC will endorse candidates that receive a majority of membership votes. In addition to any applicable non-monetary endorsement by the PAC, the Board of Directors will decide the applicable contribution level for PAC endorsed candidates. Under no circumstances shall any member be entitled to vote by proxy.
Article 10 OFFICE, ACCOUNTS, CHECKS, DEPOSITS & GIFTS
10.01 Office. The Board of Directors may determine the location of offices within the State of Texas.
10.02 Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the PAC, shall be signed by either the Treasurer and the Deputy Treasurer if the Treasurer is unavailable. If both the Treasurer and Depurty Treasurer are unavailable, then the Chair or Vice-Chair may sign. The Board of Directors will have access to financial statements upon a request made to the Treasurer. Futhermore, the following applies:
- Except for contributions to or expenditures on behalf of candidates or issues, the Chair and Treasurer may make expenditures not to exceed $250.00 without the approval of the Executive Committee;
- Except for contributions to or expenditures on behalf of candidates or issues, the Executive Committee may make expenditures of no more than $1,000.00 without the approval of the membership; and
- Except for contributions to or expenditures on behalf of candidates or issues, the membership, by an affirmative vote of a majority of a quorum of the members voting at any regular or special meeting, must approve expenditures in excess of $1,000.00.
10.03 Deposits All funds of the PAC shall be deposited, within the regulations specified by Texas law, to the credit of the PAC.
10.04 Gifts The Board of Directors may accept or reject on behalf of the PAC, within the regulations specified by Texas law, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the PAC. If a gift of stock is received, the Board of Directors will liquidate the asset within three (3) business days.
Article 11PUBLIC PRONOUNCEMENTS
No member of this PAC shall, by a public pronouncement, endorsement, or commitment of support (monetary or otherwise) with regard to any candidates or issues, indicate the support of this PAC. The Board of Directors acts as one voice and determines policies related to external communications of the PAC.
Article 12 DISSOLUTION
Upon providing 30 day notice to the PAC membership, the Board of Directors may dissolve this PAC at a meeting in which not less that two thirds (2/3) of the Board of Directors members voting and in good standing approve such dissolution. Upon dissolution, the Officers and Board of Directors shall, after paying or making provisions for payment of all liabilities of the PAC, remit all remaining assets to an organization or PAC whose mission is compatible with the mission of this PAC. Remaining assets may not be given to any candidate(s) or standing committee.
Article 13 FISCAL YEAR
The fiscal year of the PAC shall be the calendar year.
Article 14 AMENDMENTS TO THE BYLAWS
The Bylaws may be altered, amended, or repealed and new Bylaws adopted by a two-thirds vote of the Board of Directors present at the annual meeting, provided that such proposed amendments have been mailed to Board Members in good standing no less than thirty (30) days prior to the meeting at which time amendments shall be discussed and voted on.
Article 15 PARLIAMENTARY AUTHORITY
Except as herein provided, The New Robert’s Rules of Order shall govern all proceedings of this organization.