Teamsters Hispanic Caucus - Bylaws
BYLAWS OF THE TEAMSTERS HISPANIC CAUCUS, INC.
(A California Non-Profit Public Benefit Corporation)
ARTICLE I // NAME
The name of this corporation shall be The Teamsters Hispanic Caucus, Inc.
ARTICLE II // OFFICES
Section 1: The principal office for the transaction of the business of the Corporation is located at 18597 Valley Blvd., Bloomington, California 92316-0899. The Directors may change the principal office location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section or this section may be amended to state the new location.
Section 2: The Board of Directors may at any time establish a branch or subordinate offices at any place or places where the corporation is qualified to do business.
ARTICLE III // OBJECTIVE AND PURPOSES
The objective of this Corporation shall be:
To serve the various communities in which the Corporation’s members live by assisting and promoting the interest of Hispanic Teamsters and the International Brotherhood of Teamsters and to promote those interests on the local, state and national level. Said purposes shall be served by, including but not limited to the award of educational scholarships to deserving community youth; contributions to charitable organizations which serve the communities of the membership; conducting community improvements and community education programs; and promoting community service by making public awards of a non monetary nature in recognition of meritorious community service.
ARTICLE IV // MEMBERSHIP
Section 1: Any person, of good character, 18 years or older, dedicated to the purpose of this Corporation and any member, employee, officer or official of the International Brotherhood of Teamsters, any of the Conferences, Joint Councils or Local Unions affiliated therewith shall be eligible for regular membership upon acceptance of his or her application by the Board of Directors and payment of such dues and initiation fees as made from time to time be fixed by the Board of Directors. Notwithstanding the above paragraph, the corporation’s legal counsel, professional consultants to the Corporation or any other individual shall be eligible to be members of the Corporation upon approval of their membership by the Board of Directors.
Section 2: Each member in good standing must pay within the time and on the on the conditions set by the Board of Directors, the initiation fee and annual dues in amounts to be fixed from time to time by the Board of Directors.
Section 3: The membership of any member shall be terminated upon the occurrence of any of the following events:
Resignation of the member.
The final termination of the relationship of the member to the International Brotherhood of Teamsters, its various Conferences, Joint Councils or affiliated Local Unions or termination of any other relationship, which relations originally made the member eligible for membership in the corporation.
The determination by the Board of Directors or a committee so authorized by the Board of Directors to make such a determination if the member has failed in a material and serious degree to observe the rules of the corporation, or work towards its stated objectives and purposes, or has engaged in conduct materially and seriously prejudicial to the interest of the corporation.
Section 4: Written procedures for expulsion of any member under Article IV, Section 3 will be established by the Board of Directors, or a committee so authorized by the Board of Directors.
ARTICLE V // MEMBERSHIP MEETINGS
Section 1: Meetings of the membership shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, membership meetings shall be held at the principal office of the Corporation.
Section 2: The biennial meeting of members shall be held on the first Friday of June every other year, unless the Board of Directors fix another date and so notify the members. If the scheduled date falls upon a legal holiday, the meeting shall be held on the next business day.
Section 3: A special meeting of members may be called at any time by the Board of Directors or the President.
Section 4: The convenors of any meeting of the members must give written notice of such meeting to the other members, said notice to be sent not less than ten (10) days before the meeting and no more than ninety (90) days before the meeting. The notice shall specify the place, date and hour of the meeting, and in the case of a special meeting, the general nature of the business to be transacted, and no other business in that case may be transacted, or in the case of the biennial meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the members.
Section 5: If actions proposed to be taken at any meeting for approval of any of the following proposals, the notice shall state the general nature of the proposal. Member action on such items is invalid unless the notice states the general nature of the proposals:
Removing a Director without cause.
Amending the Articles of Incorporation.
Dissolving the Corporation.
Section 6: Fifteen of the members shall constitute a quorum for the transaction of business at a meeting of the members. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, not withstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 7: Persons entitled to vote at any meeting of members shall be regular members in good standing as of the date of the meeting.
Voting may be by voice, by ballot, or division of the House provided that any election of Directors must be by ballot if demanded by any member before the voting begins.
If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote, and voting on any matter (other than the election of Directors) shall be the act of the members.
Section 8: In order to remove any Director, a two-thirds (2/3) majority vote is required.
ARTICLE VI // DIRECTORS
General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Code, and any limitations in the Articles of Incorporation and these bylaws relating to the actions required to be approved by members, the business and affairs of the Corporation shall be managed, and all corporate power shall be exercised by or under the direction of the Board of Directors.
Specific Powers. Without prejudice to these general powers, the same limitations enumerated above, the Director shall have the power to:
Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and, fix the compensation of such officers, agents and employees.
Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place in or outside the State of California for the holding of any members meeting or meetings, including biennial meetings.
Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and such certificates.
Section 2: The authorized number of directors shall be as needed to conduct the business of the Corporation but not less than 5 directors. Directors need not be residents of the State of California.
Section 3: The Directors shall be elected at the first annual meeting and will hold office for two years. However, if any biennial meeting is not held or the Directors are not elected at any biennial meeting, they may be elected at any special membership meeting held for that purpose. Each Director, including a Director elected to fill a vacancy or elected at a special membership meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified
Section 4: Vacancies.
Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (1) the death, resignation, or removal of any director; (2) the declaration by resolution of the Board of Directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order of judgment of any court to have breached a duty under the California Nonprofit Corporation Law; (3) the vote of the members to remove a director.
Section 5: Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the board members, either before of after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
Section 6: Immediately preceding each biennial meeting of members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.
Section 7: Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be held by the Board of Directors. Such regular meetings may be held without notice.
Resignation. Except as provided in this Paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office as of the date when resignation becomes effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its notice.
Vacancies Filled by Members. The members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the voting power.
No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.
Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, or any two Directors.
Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram. All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the Corporation.
Time Requirements. Notices sent by First Class Mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
Notice Contents: The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the Corporation.
Section 9: A majority of the authorized number of Directors shall constitute a quorum for the transaction of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (1) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (2) appointment of committees, and (3) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 10: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
ARTICLE VII // COMMITTEES
Section 1. The Board of Directors, may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the board except that no committee, regardless of the board resolution may:
take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members’ approval or approval of a majority of all the members;
fill vacancies on the Board of Directors or in any committee which has the authority of the board;
amend or repeal bylaws or adopt new bylaws;
amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
ARTICLE VIII // OFFICERS
Section 1. The officers of the Corporation shall be a President, a Recording Secretary, two Vice-Presidents, i.e. One Executive Vice President and one first Vice-President, and a Secretary-Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, one or more Assistant Secretary-Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VIII. Any number of offices may be held by the same person, except that neither the secretary nor the secretary-treasurer may serve concurrently as the President.
Section 2. The officers of the Corporation, except those appointed in accordance with the provisions of Section 3 of this Article VIII, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under contract of employment.
Section 3. The Board of Directors may appoint, and may authorize the President or any other officer to appoint, any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the Board of Directors.
Section 4. Subject to the rights, if any of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors; at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 5. Any officer may resign at any time by giving written notice to the Corporation.
Section 6. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.
Section 7. President. Subject to such supervisory powers as may be given by the Board of Directors to the Chairman of the Board, if any, the President shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business and the officers of the Corporation. He shall preside at all meetings of the members and, at all meetings of the Board of Directors. He shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.
Vice President. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors. The Executive Vice-President is ranked above the first Vice-President.
Recording Secretary. The Recording Secretary shall attend to the following:
Book of Minutes. The Recording Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present or represented at members’ meetings, and the proceedings of such meetings.
Membership Records. The Recording Secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the Board of Directors, a record of the corporation’s members, showing the names of all members, their addresses, and the class of membership held by each.
Notices, Seals and Other Duties. The Recording Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the bylaws to be given. He shall keep the seal of the Corporation in safe custody. He shall have such other powers and perform such other duties as maybe e prescribed by the Board of Directors or the bylaws.
Books of Account. The Secretary-Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.
Deposit and Disbursement of Money and Valuables. The Secretary-Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all of his transactions as Secretary-Treasurer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
ARTICLE IX // CHAPTERS
Section 1. Establishment of Chapters
The Board of Directors is empowered to charter chapters of the Teamsters Hispanic Caucus, Inc. in any geographic area of the United States where no existing chapter has previously been established.
The Board of Directors, when petitioned by five (5) or more members of the Hispanic Caucus or persons eligible to be members of the Hispanic Caucus, shall, except for good cause, charter a chapter of the Hispanic Caucus in such geographic location in the United States where no previous chapter has been established.
Such petitioners, when chartered by the Board of Directors shall serve as the initial Executive Board of the chapter until such time as a secret ballot election is conducted by the members of the Hispanic Caucus affiliated with the chapter is held in the same manner and in the same frequency as prescribed for the election of officers of the Hispanic Caucus. Where appropriate or necessary, the Board of Directors may appoint members of the chapter Executive Board to carry out the chapter functions before and between regularly scheduled elections.
All chartered chapters shall conduct all business and actions in accordance with the By-Laws of the Teamsters Hispanic Caucus and shall neither adopt resolutions or by-laws inconsistent with said By-Laws nor engage in any activity inconsistent therewith. Any chapter adopting policies, resolutions or by-laws inconsistent with these bylaws, or engaging in activities inconsistent with them may, at the discretion of the Board of Directors have its charter revoked by the Board of Directors.
The President of any duly chartered chapter shall, by virtue of his/her office, be a full voting member of the Board of Directors of the Teamsters Hispanic Caucus during the term of his/her office.
In addition to the formation of regular chapters, the Board of Directors may establish retiree chapters in appropriate geographical regions of the United States when petitioned in the same method and manner and under the same conditions, privileges and obligations set for regular chapters contained in this Section.
ARTICLE X // RECORDS AND REPORTS
Section 1. Maintenance of Corporate Records. The corporation shall keep:
Adequate and correct books and records of account;
Minutes of written form of the proceedings of its members, Board, and Committee of the Board.
A record of its members, giving their names and addresses.
All such records shall be kept at the corporation’s principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State
Section 2. Members’ Inspection Rights.
1. Any member of the Corporation may inspect and copy the records of members’ names and addresses and voting rights during usual business hours on five days’ prior written demand on the corporation, stating the purpose for which the inspection rights are requested; or,
Obtain from the Recording Secretary of the Corporation, on written demand and on the ender of the Recording Secretary’s usual charges for such a list, if any, a list of names and addresses of members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the Recording Secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled; and
Any member of the Corporation may inspect the accounting books and records and minutes of the proceedings of the members and the board and Committees of the Board, at any reasonable time, for a purpose reasonably related to such person’s interest as a member.
Any inspection and copying under this section shall be made in person by the member and the right of inspection includes the right to copy and make extracts.
Section 3. Maintenance and Inspection of Articles and Bylaws.
The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the corporation has no principal office in this State, the Recording Secretary shall, on the written request of any member, furnish to that member a copy of the articles and bylaws as amended to date.
Section 4. Inspection of Directors.
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation or each of its subsidiary corporations. This inspection by a director shall be made in person and the right of inspection includes the right to copy and make extracts of documents.
Section 5. Annual Report to Members.
Not later than 120 days after the close of the corporation’s fiscal year, the Board shall cause an annual report to be sent to the members. Such report shall contain the following information in reasonable detail:
The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
The principal changes in assets and liabilities, including trust funds, during the fiscal year.
The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
Any information required by Section 6 of this Article.
The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the Corporation.
Section 6. Annual Statement of Certain Transactions and Indemnifications.
No later than the time the Corporation gives its annual report, if any, to the members, and in any event no later than 120 days after the close of the Corporation’s fiscal year, the Corporation shall prepare and mail or deliver to each member a statement of the amount and circumstances of any transaction or indemnification of the following kind:
A. Any transaction(s) which the Corporation, its parent or its subsidiary was a party, and in which either of the following had a direct or indirect financial interest:
Any director or officer of the corporation, its parent or subsidiary (a mere common directorship shall not be considered such an interest); or
Any holder of more than 10% of the voting power of the corporation, its parent or its subsidiary; if such transaction involved over 440,000, or was one of a number of transactions with the same person involving in the aggregate, over 440,000.
Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation.
ARTICLE XI // CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular and the term "person" includes both the corporation and a natural person.
ARTICLE XII // AMENDMENTS
Section 1. New bylaws may be adopted or these bylaws ay be amended or repealed by approval of the members.
Section 2. Subject to the members under Section 1 of this Article XII and the limitations set forth below, the Board of Directors may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
The Board of Directors may not amend a bylaw provision fixing the authorized number of directors or the minimum and maximum number of directors without the approval of the membership.
ARTICLE XIII // NONPARTISAN ACTIVITIES
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE XIV // DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code 501(c)(3).
CERTIFICATE OF RECORDING SECRETARY
I, the undersigned, certify that I am the presently elected and acting Recording Secretary of the Teamsters Hispanic Caucus, Inc., a California nonprofit corporation, and the above bylaws, consisting of 24 pages, are the bylaws of this corporation as adopted at a meeting of the Board of Directors held on July 25, 1992.
RESTATED AND AMENDED ARTICLES OF INCORPORATION
TEAMSTERS HISPANIC CAUCUS, INC.
(A Nonprofit Public Benefit Corporation)
The name of this Corporation shall be TEAMSTERS HISPANIC CAUCUS, INC.
This Corporation is a nonprofit public benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
The specific purpose of this Corporation is to serve the various communities in which the Corporation’s members live by assisting and promoting the interest of Hispanic Teamsters and the International Brotherhood of Teamsters and to promote those interests on the local, state and national level. Said purposes shall be served by, including but not limited to the award of educational scholarships to deserving community youth; contributions to charitable organizations, which serve the communities of the membership; conducting community improvements and community education programs; and promoting community service by making public awards of a non monetary nature in recognition of meritorious community service.
The name and address in the State of California of the Corporation’s initial agent for service of process is Kenneth P. Young, Esq., 15760 Ventura Boulevard, Suite 1510, Encino, California 91436.
This Corporation is organized and operated exclusively for the promotion of social welfare the net earnings of which are devoted exclusively to charitable and educational purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code.
The property of this Corporation is irrevocably dedicated to the promotion of social welfare the net earnings of which are devoted exclusively to charitable and educational purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for the promotion of social welfare the net earning of which are devoted exclusively to charitable and educational purposes and which has established its tax exempt status under Section 501(c)(4) of the Internal Revenue Code.