Network of Latino Credit Unions and Professionals (NLCUP)
Ratified June 2009
Explanation The Network of Latino Credit Unions and Professionals hereafter shall be referred to as the “Network” within these bylaws.
Article I. MEETINGS
Section 1. The Network shall hold regular meetings at a time and place as determined by the Network's Board of Directors (hereinafter referred to as "the Board"). At least one meeting shall be designated as "The Annual Meeting" of the Network which shall be held within 180 days of the Network’s fiscal year-end. Special Meetings of the Network may be called at any time by the Chair, at the request of a majority of the Board or upon the written petition of ten percent (10%) or more of the members in good standing. Members shall be given 30 days notice of any regular meeting and 45 days notice for any special meeting. The notice will provide the time, place, and the business to be conducted.
Section 2. For any decision requiring a vote of the membership, the entire membership shall be afforded the opportunity to vote, with results being decided by a simple majority. Voting method shall be determined by the Board of Directors which shall include secure e-mail, mail ballot, and in person.
Section 3. The current edition of "Robert's Rules of Order" governs this Network in all parliamentary situations that are not provided for in the Network’s Bylaws.
Article II. BOARD OF DIRECTORS
Section 1. The Network shall establish a Charter Board of Directors. The Charter Board of Directors shall consist of five members from the existing organizing group. At the next annual meeting, a permanent board of directors shall be elected by the membership which shall consist of thirteen members of the Network in good standing. The board shall be made up of five geographical seats and eight at large seats. The geographical seats shall be from the Western, Eastern, Northern, Central, and Southern regions of the United States.
Section 2. The Board of Directors shall meet at least quarterly. Meeting notices shall be provided to the Board of Directors by the Chair, or his/her designee, no later than seven days before the scheduled meeting date. A notice may be sent via mail, e-mail, or a telephone message. The notice shall specify the time, place, business to be enacted, and the way to participate. Board members may participate in a meeting of the Board by telephone, in person, or video conference.
Section 3. A quorum shall consist of a majority of the Board of Directors whether in person or by teleconference or by videoconference.
Section 4. The Board of Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any member of the Board of Directors from serving the Network in any other capacity and receiving compensation therefore with the approval of the Board of Directors.
Article III. OFFICERS
Section 1. The duly elected officers shall consist of: (1) Chair, (2) Vice Chair, (3) Second Vice Chair (4) Secretary, and (5) Treasurer and said officers shall serve as the Executive and Governance Committee for the Network.
Section 2. The election of officers shall take place at the first Board meeting after the annual meeting. The term of office for each of the elected officers shall be a one-year period, or until his or her successors are elected.
Section 3. All duly elected officers must be members of good standing in the Network.
Section 4. Offices vacated between elections shall be filled by appointment for the remaining term by the Board of Directors.
Section 5. Any officer or Director, elected or appointed, may be removed by a two-thirds (2/3) vote of the Board of Directors whenever, in its judgment, the best interests of the Network would be served thereby. Failure to attend three (3) consecutive meetings will constitute grounds for removal.
Article IV. DUTIES OF OFFICERS
The officers of the Network shall minimally consist of the four following positions:
- 1. The Chair shall be the chief elected officer and the official spokesperson for the Network. S/he shall preside at all meetings of the Board and Network membership.
- 2. The Vice Chair assumes the duties of the Chair in the absence of the Chair. S/he performs other duties as the Chair and Board recommend. The Second Vice Chair assumes the duties of the Vice Chair in the absence of the Vice Chair. S/he performs other duties as the Chair, Vice Chair and Board recommend. Both Vice Chairs shall accept delegation from the Chair and act on behalf of the Chair in managing the Standing Committees and strategic projects.
- 3. The Secretary shall prepare accurate minutes of all proceedings and meetings of the Network and Board. The Secretary or an Officer of the Network designated by the Board to act on behalf of the Secretary shall notify the Secretary of the District of Columbia when dissolution, indemnification, merger, removal of Directors, or sale of assets (as defined by the District’s Non-profit Corporation Act) occur. The Secretary or an officer designated by the Board to act on behalf of the Secretary shall deliver notice in the manner and timing required by each event.
- 4. The Treasurer shall be responsible for managing the Network finances and shall handle the Network funds in accordance with procedures established by the Board. The Treasurer shall be responsible for the verification and filing of the Annual Network Report, which includes the Network's financial statement, and shall be responsible for all other reports and filings as required by other agencies. The Treasurer shall develop, with the assistance of the Finance Committee, a proposed annual budget that is presented to the Board of Directors for approval at their last meeting of the year prior to the new fiscal year.
Article V. ELECTIONS AND ANNUAL MEETING
- 1. The Board of Directors shall be elected annually by ballot made available at the Annual Meeting.
- 2. Election shall be by a majority of those voting. The count shall be certified by the Executive Committee.
- 3. A Nominating Committee shall be formed in January of each year made of the Chair, and two additional Network members who are not currently serving in an elected capacity. This committee shall formulate a slate of candidates for presentation to the members; this slate shall include one candidate for each Board position mentioned in Article II. Section 1.
- 4. A notice of the time and place of the Annual Meeting of the membership shall be communicated to all members at least 90 days prior to the meeting date.
- 5. The slate of candidates shall be communicated to the membership at least 30 days prior to the Annual Meeting.
- 6. Any other business matters which require the approval of the membership shall be communicated to the membership at least 30 days prior to the annual meeting.
- 7. Delinquent members shall not be eligible to vote or hold office.
- 8. No member shall be eligible for election to more than one office at one time.
- 9. The newly elected officers shall take office at the organization meeting of the Board of Directors following the elections.
Article VI. FINANCE
Section 1. Sources of Income
- 1. Member Dues
- 2. Conference Fees (includes conference workshops)
- 3. Training Programs
- 4. Charter Funds from Credit Unions, Credit Union Vendors, Credit Union Organizations, and Individuals
- 5. Other Income, including grants, endorsements, program sponsorships, and donations.
Section 2. Expenditure Categories
- 1. Scholarships, Grants, Awards
- 2. Conferences (including workshops)
- 3. Training Programs
- 4. Communications (includes newsletter, website, etc.)
- 5. Program expenditures related to grants, endorsements, and program sponsorships
- 6. Administration (support staff, contracted services, supplies, meetings, and travel, etc.)
Section 3. Dues
- 1. Annual dues shall be determined by the Board of Directors pursuant to Article IX. Dues shall be payable by members to the Treasurer or a designee in advance beginning on the first day of the new year and ending on the last day of the first calendar quarter of each year. Those members who are delinquent on May 30 of the year shall be dropped from the rolls of the Network.
- 2. Dues may be changed by the Board of Directors from time to time.
Article VII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Network, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Network, and such authority may be general or may be confined to specific instance.
Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences or indebtedness issued by the name of the Network, shall be signed by such officer or officers, agent or agents of the Network and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and/or approved by e-mail or fax by the Chair or Vice Chair of the Network.
Section 3. Deposits. All funds of the Network shall be deposited from time to time to the credit of the Network in such credit unions or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Network any contribution, gift, bequest, or devise for any purpose of the Network in accordance with rules governing a 501(c)6 organization.
Section 5. Loans. The Network shall not make any loan of money or property to guarantee the obligation of any Director, Officer, or Employee. Provided, however, that this Network may advance money to a Director, Officer, or Employee of this Network for expenses reasonably anticipated to be incurred in the performance of duties so long as such individual would be entitled to reimbursement for such expenses absent that advance. By unanimous consent, the Board of Directors may authorize the Network to accept or negotiate loans of financial assistance to be repaid.
Article VIII. BOOKS AND RECORDS
The Network shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. Any member, or his/her agent or attorney may inspect all books and records of the Network for any proper purpose at any reasonable time.
Article IX. FISCAL YEAR
The Network's fiscal year shall begin on the first day of January of each year and end on the thirty-first day of December in each year.
Article X. LEVELS OF MEMBERSHIP, VOTING RIGHTS AND DUES
The Board of Directors shall establish membership dues. There shall be four levels of membership to the organization, Individual, Institutional, Associates and Supporters. The first two membership groups shall have full voting rights, and Associates and Supporters shall not have voting rights.
Article XI. COMMITTEES AND SPECIAL INTEREST GROUPS
Section 1. Purpose. The Board of Directors may, by resolution at any regular or special meeting, designate or dissolve standing, ad-hoc, and/or special committees or special interest groups. The membership may form committees by petitioning the Board of Directors. The terms of appointment and expectations of service of any committee shall be determined by the appointing body. Committees shall develop and recommend policies for action, but shall not determine Network policy. The membership will be notified of the committee's status.
Section 2. Standing Committees
The following standing committee's shall be established:
- 1. Executive and Governance Committee: This committee assumes work related to finance and policy. This committee
also explores strategic partnerships that enhance the capacity of NLCUP. This committee shall be responsible for oversight of
the Network’s financial resources including the budget, controls, and the audit of the books and records.
- 2. Education and Information Committee: This committee ensures value to NLCUP members through professional
development activities like the Annual Conference and Regional Workshops.
- 3. Advocacy and Community Programs Committee: This committee establishes and upholds criteria and implements
work for the proactive and reactive involvement of advocacy and collaborative activities in which NLCUP will participate. This
committee also secures grant funding.
- 4. Communications and Member Service Committee: This Committee ensures alignment in internal communication
among committees and in external communications to membership and potential membership including the administering of
member registrations and renewals and of the online information portal.
Section 3. Member Committees. The Board of Directors, or a majority of committee members present at its formation, will appoint a committee chair and a vice-chair. The membership will be provided with contact information for the current chairs of any committee. Each committee shall have powers to the extent delegated to it by the Board of Directors and the policies and procedures of the Network, and in accordance with the laws of the District of Columbia. Each committee shall provide regular reports of its activities to the Board of Directors.
Section 4. Committee meetings: Each committee shall hold monthly and quarterly regular meetings. Those members attending a meeting may be reimbursed for expenses associated with participation in the meeting.
Article XII. Amendments
- 1. All proposed amendments of these bylaws shall be in writing. Amendments shall be proposed to the membership by the Board.
- 2. A proposed amendment shall be voted on by the membership at the Annual Meeting. Alternatively, a proposed amendment and ballot may be sent to all Network members by first class mail or secure e-mail. Ballots shall be returned to the Secretary, who shall begin tabulation no earlier than four weeks after the mailing; ballots received after this period shall not be counted. The Secretary shall certify the results to the Board, which shall accept as approval of the amendment a simple majority affirmative vote of those returning these ballots. Approved amendments shall be integrated into the bylaws document by the Secretary and/or the Governance Committee.
Article XIII. DISSOLUTION
Section 1. Purpose. If the Network becomes nonfunctional or becomes ineffective in achieving its purpose, the Board of Directors shall call for dissolution of the Network. The motion for dissolution will be approved by unanimous vote of the voting Directors then serving in office or by a majority vote of its members who are in good standing. If the Board approved dissolution, the Board shall set a policy of outlining the disposition of assets and all other matters necessary to dissolve the Network pursuant to the laws of the District of Columbia and consistent with the objectives of the Network. The Board of Directors must formally approve any policy for disposition of assets.
Section 2. Conveyance. The Network shall not transfer or convey assets as part of the dissolution process until 20 days after the Secretary or an officer designated by the Board to act on behalf of the Secretary gives notice to the Attorney General or until the Attorney General consented in writing to the dissolution. When the Network has transferred or conveyed all or substantially all of its assets following approval of dissolution the Board shall deliver to the Attorney General a list showing those other creditors to who the Network transferred assets.
Adopted on: June 11, 2008 by vote of the membership at the Annual meeting held in Dallas, Texas
Trans. By: Carl Stewart / CHANGES RATIFIED on: June 17, 2009 by vote of the membership at the Annual meeting held via conference phone call, hosted in Washington, DC at OAS Staff FCU.