| Bylaws
of The Peruvian Association of Austin
ARTICLE I Name, Purposes, Offices and General Provisions
Section 1. Name. The name of the corporation is Peruvian
Association of Austin, hereinafter called the “Corporation”.
Section 2. Purpose. The Corporation is organized exclusively
for religious, charitable, scientific, literary or educational
purposes within the meaning of Section 501 (C )(3) of the
Internal Revenue Code, or the corresponding sections of any
future tax code.
Section 3. Offices. The Corporation shall have a registered
office, and may have other offices at such places as the Board
of Directors may from time to time determine or as the activities
of the Corporation may require.
ARTICLE II Board of Directors
Section 1. General powers. The activities, property, monies
and affairs of the Corporation shall be managed by the Board
of Directors, hereinafter called the “Board”, who may exercise
all such powers of the Corporation as are permitted by statute,
the Articles of Incorporation, and these Bylaws.
Section 2. Number and Qualifications. The Board of Directors
shall consist of not more than nine (9) members, which number
may be increased or decreased from time to time by amendment
of these Bylaws, provided that the number of directors shall
not at any time be less than three (3), and provided further
that no decrease in the number of directors shall have the
effect of shortening the term of incumbent director.
Section 3. The Term of Office. The term of office for directors
shall be two (2) years. Directors can not be reappointed or
reelected to a second term in the same office. Directors shall
serve until the expiration of their term, death, resignation,
disqualification, or removal from office as provided in these
Bylaws.
Section 4. Filling of Vacancies. Any vacancy in the Board
of Directors, or a vacancy created as the result of an increase
in the number of directors, shall be filled by the affirmative
vote of a majority of the remaining directors, even if less
than a quorum, at any regular or special meeting of the Board,
provided that the notice of the meeting shall state that the
filling of vacancies is to be considered. Any director appointed
to fill a vacancy shall hold office until the end of the term
of the vacancy to which he or she was appointed.
Section 5. Removal and Resignation. Any director may be removed,
either for -cause or without cause, at any regular or special
meeting of the Board by an affirmative vote of a majority
of the number of directors fixed by these Bylaws, provided
that the notice of the meeting shall state that removal of
directors is to be considered. Any officer or director may
resign at any time by sending written notice by certify mail
to the president of the Board. The resignation shall take
effect at the time specified, but in no case before notice
is received. If no date is specified, the effective date shall
be upon of the notice.
Section 6. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such places and at such times
as may from time be determined by a resolution adopted by
the Board and communicated to all directors, subject to all
provisions for notice or waiver of notice as provided in this
Bylaws.
Section 7. Special Meetings. Special meetings of the Boards
of Directors shall be held at such places and at such times
as may from time to time be determined by the Board, subject
to all provisions for notice or waiver of notice as provides
in these Bylaws. Unless otherwise specified in these Bylaws,
any and all business may be transacted at any regular or special
meeting of the Board. Special meetings may be called by the
President, or by the written request of fifty percent (50%)
of the directors in office.
Section 8. General Meeting. There shall be at least one annual
general meeting with the attendance of all members of the
Corporation, at such a time and place as determined by the
Board. In the general meeting the board of governors should
present details of financial situation, action plan status
and other topics of interest.
Section 9. Notice. Notice of the annual meeting shall be
given not less than thirty (30) days nor more than sixty (60)
days prior to the date of the annual meeting.
Notice of any regular meeting shall be given al least seven
(7) days prior to the date of the meeting. Notice of any special
meeting shall be given at least seven (7) days prior to the
date of the meeting unless the President declares an emergency,
in which case notice shall be given at least twenty-four (24)
hours prior to the special meeting. Notice may be given personally,
by mail to the last known address of any director, or by electronic
means with or without proof of receipt required as determined
by the Board. Unless otherwise required by law or these Bylaws,
neither the business to be transacted nor the purpose of the
meeting need be specified in the notice of the meeting. In
case of an emergency declared by the Board President, the
seven-day notice may be waived.
Section 10. Waiver of Notice. Whenever any notice is required
to be given to any director or other person under the provisions
of these Bylaws, a waiver of notice in writing signed by the
person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
Section 11. Quorum. At all meetings of the Board of Directors,
the presence of a majority of the number of directors in office
shall be necessary and sufficient to constitute a quorum for
the transaction of business. If at any time a director suggests
the absence of a quorum, the roll shall be taken immediately
to determine if a quorum is present. In the absence of a quorum
the meeting may be adjourned to such a time and place as determined
by the Board when a quorum will be present. No notice other
than announcement at the meeting shall be required to continue
the meeting.
Section 12. Actions of the Board. The act of a majority of
the directors present in person at any meeting where a quorum
is present shall constitute an act of the Board of Directors,
unless a different number is specifically required by these
Bylaws.
Section 13. Voting and Proxy. Members shall be present in
person to vote, provided that with reasonable notice to the
Board President, a member may attend any meeting and vote
by electronic means in which all persons participating in
the meeting can hear or communicate with each other simultaneously.
Proxy voting shall not be allowed.
Section 14. Consent. Any action permitted or required to
be taken at any meeting of the Board of Directors may be taken
without a meeting if a consent in writing setting forth the
action to be taken shall be signed by all of the directors.
Such consent shall have the same force and effect as a unanimous
vote of the Board.
Section 15. Attendance. If any director fails to attend any
three meetings within one (1) year, then the director shall
be deemed to have submitted his or her resignation from the
Board of Directors. The Board of Directors, for good cause
shown, and upon verification, may refuse to accept the resignation
of any director.
Section 16. Compensation. No director shall receive compensation
as the result of his or her service on the Board or on any
committee of the Board. Nothing contained in this section
shall prohibit any director from receiving reimbursement for
actual expenses incurred on behalf of the Corporation, provided
that the expense was authorized by the Board. Nothing contained
in this section shall prohibit any director from being reimbursed
for expenses incurred in attending meetings of the Board or
any committee of the Board, subject to applicable policies
and procedures on reimbursement adopted by the Board.
ARTICLE III Officers, Agents and Employees
Section 1. Elected Officers. The elected officers of the
Corporation shall be a President, a Vice- President, a Secretary,
and a Treasurer.
Section 2. Election. All officers shall be elected in a general
meeting of the members of the association. The time and place
will be determined by the electoral committee.
Section 3. Appointive Officers, Agents, and Employees. The
Board of Directors may from time to time appoint such other
officers, agents and employees as it deems necessary, who
shall have powers and duties as set forth in these Bylaws
or as determined from time to time by the Board.
Section 4. Simultaneous Offices. No person shall hold more
than one of the offices designated in Section 1 above at the
same time unless the Board shall first declare an emergency,
and designate an officer to perform the duties created by
the vacancy of another officer. At no time shall the President
and the Secretary be the same person.
Section 5. Term of Office, Removal, Filling of Vacancies.
Each elected officer shall hold office for a term of two (2)
years or until his or her death, resignation, disqualification
or removal from office as provided in these Bylaws. Any officer
can not be reelected to a second consecutive term in the same
office. Any officer may be removed at any time by a majority
of the number of directors fixed by these Bylaws, when in
the judgment of the Board such removal shall be deemed in
the best interest of the Corporation, and provided that the
notice of the meeting shall stare that removal of officers
is to be considered. If the office of any officer becomes
vacant for any reason, the vacancy shall be filled by an affirmative
vote of a majority of the number of directors fixed by these
Bylaws.
Section 6. President. The President shall have general supervision
of the affairs of the Corporation; shall preside at all meetings
of the Board of Directors; shall have general authority to
execute bonds, deeds and contracts in the name of the Corporation;
shall sign all official documents on behalf of the Corporation;
shall appoint all committee chairpersons unless otherwise
designated by these Bylaws; shall appoint such other officers
and agents as are necessary for the operation of the Corporation;
and in general shall exercise all powers usually pertaining
to the president or chairperson of a corporation. All powers
and duties of the President shall be subject to the provisions
of the Articles of Incorporation and these Bylaws and to review
and confirmation by the Board of Directors in such a manner
as is from time to time determined by the Board.
Section 7. Vice-President. The Vice-President shall, in the
absence of the President, perform the duties of the President
of the Corporation, and shall have such other powers and duties
as may from time to time be determined by the Executive Committee
or the Board.
Section 8. Secretary. The Secretary shall keep and maintain
all record of the Corporation unless otherwise specified in
these Bylaws; shall see that proper notice is given for all
meetings of the Board of Directors; shall deep, or cause to
be dept, accurate and true records of all proceedings of meetings
of the Board; shall ensure that minutes of the previous meeting(s)
and all related documents are sent to directors at least seven
(7) days prior to the next meeting; and in general shall exercise
all powers usually pertaining to the Secretary of a corporation.
All powers and duties of the Secretary shall be subject to
the provisions of the Articles of Incorporation and these
Bylaws and to review and confirmation by the Board of Directors
in such a manner as is from time to time determined by the
Board.
Section 9. Treasurer. The Treasurer shall be chief financial
and accounting officer of the Corporation; shall have active
control of, and be responsible for, all accounts and finances
of the Corporation; shall supervise all vouchers and requests
for payment by the Corporation including record pertaining
thereto; shall prepare or cause to be prepared accurate and
understandable monthly financial reports of the finances of
the Corporation; shall prepare or cause to be prepared financial
statements and related documents; shall have supervision of
the books and accounts of the Corporation; shall ensure that
regular and accurate audits are performed according to financials
practices and procedures applicable to the Corporation; shall
recommend depositories and financial institutions to the Board
of Directors; shall have care and custody of all monies, funds
and securities of the Corporation and shall ensure that all
funds are deposited in such depositories as are selected by
the Board; shall be responsible for the collection of all
accounts payable to the Corporation; shall keep or cause to
be kept full and accurate accounts of all expenditures and
disbursements by the Corporation; shall have the power to
endorse all checks, drafts, notes or other financial instruments
payable to the Corporation; shall give or cause to be given
proper receipts for all payments to the Corporation; and in
general shall exercise all powers usually pertaining to the
treasurer of a corporation. All powers and duties of the Treasurer
shall be subject to the provisions of the Articles of Incorporation
and these Bylaws and to review and confirmation by the Board
of Directors as determined from time to time by the Board.
Section 10. Other Powers and Duties. In addition to the powers
and duties enumerated above, the elective and appointive officers,
agents, or employees of the Corporation shall perform such
other duties, and have such other powers as are provided in
the Articles of Incorporation, these Bylaws, and policies
and procedures adopted by the Board, or as otherwise determined
from time to time by the Board.
ARTICLE IV Members, Rights and Obligations
Section1. Active members and honorary members.
A. To be a member of the corporation, the person should be
older than 18 years old, summit and application which should
be approved by the board of directors and pay his or her annual
membership fee.
B. Honorary members will be those persons or institutions
that without being members of the corporation have helped
it to achieve its objectives. A person can be nominated as
a honorary member by any member of the corporation and must
be approved by the board in any regular meeting.
Section 2 Member’s Rights. Members have the right to use
all services offered by the corporation. Members have the
right to vote, elect and be elected to a position in the board.
One vote will be accepted per each membership.
Section 3 Member’s Obligations. Members have the obligation
to pay his or her annual membership fee. Members have the
responsibility to attend the annual meetings, to comply with
the by-laws, participate in the activities organized by the
corporation and help the corporation to reach its goals.
Section 4 Losing the membership. Members who pursue political
activities, commit grave discipline acts and do not pay their
annual membership fee will lose their rights as a member of
the corporation. The board of directors, in a ordinary meeting,
will decide when a member will be expelled from the corporation.
ARTICLE V Committees of the Board
Section 1. Executive Committee. There is hereby created an
Executive
Committee whose membership shall be the President, Vice-President,
Secretary
And the Treasurer. The Executive Director of the Corporation,
if any,
Shall serve as an ex-officio, non-voting member of the Executive
Committee.
Section 2. Powers and Duties of the Executive Committee.
The Executive
Committee shall have the authority to act on behalf of the
in the Corporation in the Intervals between Board meetings;
shall be responsible for recruiting, hiring and Evaluating
the Executive Director; and shall have such other powers and
duties as may from time to time be determined by the Board.
The Executive Committee shall keep accurate records of its
proceeding and report all actions to all directors on the
Board. All actions of the Executive Committee shall be subject
to review and confirmation by the Board of Directors in such
a manner as is determined from time by the Board.
Section 3. Electoral Committee. There is hereby created a
Electoral Committee, which shall consist of the vice-president
and four active members who would be determined by the executive
committee.
Section 4. Powers and Duties of the Electoral Committee.
The Electoral Committee shall conduct the electoral process
to elect the new board of directors. The electoral committee
will call a general meeting and define the electoral process.
The electoral committee will be responsible for evaluation
and approval of the participant candidate list. Each list
should present the candidates for president, vice-president,
treasurer and secretary.
Section 5. The President, or the Board, may establish such
other committees as are necessary for the operation of the
Corporation. All other committees as are necessary for the
operation of the Corporation. All other committees shall have
only those powers and duties specifically designated by the
Board of Directors and shall perform such tasks and activities
as may from time to time be determined by the Board. All committees
of the Corporation shall keep accurate and true minutes, copies
of which shall be filed with the Secretary of the Corporation
as directed by the Secretary or the Board. All committees
of the Corporation shall give adequate notice of meetings
as determined by the committee, but in no case shall the notice
be less than seven (7) days. Standing committees of the Corporation
shall be chaired by a director and may have members who are
not officers or directors of the Corporation.
ARTICLE V Indemnification of Officers and Directors
Section 1. Indemnification. The Corporations shall indemnify
an officer or director of the Corporation against reasonable
expenses incurred by the director in connection with any proceeding
in which the director is named as a defendant or respondent
because he or she is, or was, a director of the Corporation,
subject to the limitations in the Articles of Incorporation
and these Bylaws.
Section 2. Conditions. The Corporation shall have no obligation
to indemnify an officer or director if he or she is found
liable for:
a) a breach of the directors duty of loyalty to the Corporation;
b) an act or omission not in good faith than constitutes a
breach of any duty of the director to the corporation;
c) an act or omission that involves intentional misconduct,
or an intentional violation of the law;
d) a transaction from which the director receives an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the directors office; or
e) An act or omission for which the liability of a director
is expressly provided for by an applicable statute.
Section 3. Limits. The Board may adopt, and from time to
time amend, reasonable limits on the expenses of any officer
or director for whom indemnification is provided.
ARTICLE VI Miscellaneous Provisions
Section 1. Dividends Prohibited. No part of the net income
of the Corporation shall inure to the benefit of any private
shareholder or individual; no dividends shall be paid; and
no parts of the income of the Corporation shall be distributed
to it officers or directors.
Section 2. Loans to Officers and Directors. No loans shall
be made by the Corporation to any officer or director for
any reason at any time.
Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed, and may be changed from time to time, by resolution
of the Board of Directors.
Section 4. Policies and Procedures. The Board shall have
the authority to adopt such policies and procedures as the
Board may from time to time determine are necessary, or as
the activities of the Corporation may require.
Section 5. Parliamentary Authority. The most recent edition
of Roberts Rules of Order – Newly Revised shall govern the
conduct of business in all cases in which they are applicable,
and not in conflict with law, the Articles of Incorporation
or these Bylaws.
ARTICLE VII Dissolution
Section 1. Dissolution. The Corporation may be dissolved
by resolution approved by a majority of the Directors in office,
even though less than a quorum, or by a sole remaining director.
After providing for the payment of all debts, the satisfaction
of all liabilities, and the expenses of dissolving the Corporation,
any assets remaining upon dissolution of the Corporation shall
be disposed of by the remaining directors in accordance with
the provisions of the Articles of incorporation and applicable
law.
Section 2. No benefits. No part of the cash or assets of
the Corporation shall inure to the benefit or any current
or former officer or director, or any current or former employee.
ARTICLE VIII Amendments by Bylaws
Section 1. These Bylaws may be altered, amended, or repealed,
or new Bylaws adopted at any meeting of the Board or Directors
by an affirmative vote of a majority of the number of directors
fixed by these Bylaws, provided that the notice of the meeting
shall state that amendments to the Bylaws are to be considered
and shall include a copy of the proposed amendments, provided
further that the notice shall be given at least twenty-one
(21) days prior to the date of the meeting.
These Bylaws where adopted by a majority of the Board of
Directors in office at a meeting held on the 14th day of April,
2003
ERWIN PALOMINO
President
FELIPE SALAS
Vice President
CARMEN SALAS
Secretary
ROBERTO CHANG
Treasurer
| 
