Nacoprw Bylaws

ARTICLE I.
NAME AND NATIONAL HEADQUARTERS

The name of the corporation is the National Conference of Puerto Rican Women, Inc. (hereinafter referred to as NACOPRW).

The National Headquarters of the organization shall be in Washington, District of Columbia.

ARTICLE II.
PURPOSES

NACOPRW is a non-profit, non-partisan organization which seeks to:

** Attain equal rights for Puerto Rican and other Hispanic women;

** Promote their equitable participation in the social, economic, and political life of the United States and Puerto Rico.

** Identify and develop leadership among Puerto Rican women and thus provide role models for our youth and our community.

All person who subscribe to the purposes of NACOPRW are eligible regardless of race, sex, creed, age, national origin or handicap, to become members in one of the categories listed in Article III.

ARTICLE III.
STRUCTURE AND MEMBERSHIP

Section A. Type of Membership

There are four (4) classes of membership:

1. ACTIVE MEMBERSHIP IN A CHAPTER. Active members are those Puerto Rican women who subscribe to the goals and objectives of NACOPRW and who have paid their annual dues.

2. INDIVIDUAL MEMBERS AT LARGE. (Non-chapter) are those members who pay dues at the National level and do not wish to participate in a chapter. At large members cannot have voting rights.

3. INSTITUTIONAL MEMBERS. Are those entities that contribute resources and funds in support of NACOPRW goals. Institutional members do not have voting rights.

4. SUPPORTING OR ASSOCIATE MEMBERS. Are those individuals who contribute resources or funds but have indicated a desire not to be active members. Supporting members do not have voting rights.

Active members are eligible to vote at chapter level and participate in the selection of delegates to represent their chapters at the National level. They are also entitled to run for office.

All other members do not have the right to run for office or to vote, but shall have a right to be heard at meetings. Dues are set by the National Board of Directors and Treasurer determines who are the members in good standing in accordance with directives set by the Board for that purpose.

Section B. The National Board of Directors

The nominations and elections committee shall consist of one (1) Director as Chairperson and four (4) Board Members approved by the Board of Directors and appointed during the first meeting of the Board of Directors. No Chapters shall have more than one (1) member on the nominations and elections committee. To ensure representation from different regions, representatives should be geographically diverse.

Section C. Meetings

In addition to meeting at the time of the Annual Convention, The Board of Directors shall meet at least two (2) times each calendar year. The date of the annual meeting shall be set by the National Board and the venue selected at the annual convention.

ARTICLE IV
OFFICERS OF THE NATIONAL BOARD OF DIRECTORS AND ELECTIONS

Section A. Officers

The officers shall be as follows and shall constitute the Executive Committee of NACOPRW.

President, First Vice-President, Second Vice-President, Secretary, Treasurer.

The Officers shall have such duties as are usually assigned to these offices, in accordance with Article V. The First Vice-President shall be in charge of programs and the Second Vice-President in charge of membership. Officers shall serve one-year terms.

Section B. Nominations and Elections

The nominations and elections committee shall consist of one (1) director as chairperson and four (4) board members approved by the board of directors and appointed during the first meeting of the board of directors. No chapter shall have more than one (1)member on the nominations and elections committee. To ensure representation from different regions, representatives should be geographically diverse.

Section C. Nominating Procedure

The Nominations and Elections Committee shall request from the membership, beginning six months prior to the annual meeting, suggestions for nominations for the Board of Directors officers adopting the principles of direct consultation with the membership of NACOPRW, within the first week in September, the nominations and elections committee shall send a letter to all NACOPRW members on record and in good standing informing all the board of directors positions that are open for nominations and soliciting their nomination of candidates to fill those positions. The mailing list to be used shall exactly correspond to the current official voting members. For this purpose, the national secretary shall provide to the chair, nominations and elections committee, a list of the names and mailing addresses on record of all persons legally entitled to vote, which the national secretary shall certify as correct as of the date in which the ballots are issued. All local chapter elections must be held thirty (30) days prior to the date of the annual national convention, or earlier, if feasible.

All nominations received shall be processed by the nominations and elections committee to ensure that each candidate accepts the nomination in writing. Any member shall be able to nominate a qualified member as a candidate for election to the board of directors as long as the nominated member accepts the nomination in writing. At the annual convention and subsequent to the report by the chair, nominations and elections committee, the chair shall solicit additional nominations from the floor. Nominations for the different officers are called for in the order in which the officers are listed in these bylaws.

Section D. Elections

At the annual convention, the general membership of NACOPRW shall elect the officers of the national board to constitute the executive committee for the following year. At that time, the officers elected become president_elect, first vice president_elect, second vice president_elect, secretary_elect, assistant secretary_elect, treasurer_elect, and assistant treasurer_elect, until the first day of the calendar year when they officially assume their duties. Elections shall be conducted by secret ballot and by the majority vote of the active members in good standing casting their votes at the Annual Convention.

An election committee of three (3) members, one of whom shall be the Treasurer, shall be appointed by the Board at the Convention, and will have the responsibility of counting and certifying the ballots cast during the election of Officers.

Officers shall serve one-year terms or until such time as their successors are elected and no officer shall hold more than one office concurrently or serve more than two (2) consecutive terms in the same office, or serve in any office in more than one (1) chapter.

Section E. Vacancies

In the event of resignation, death or incapacity of the President, the First Vice President shall automatically assume the duties of the President for the unexpired portion of the term. Any other vacancy shall be filled by election from the remaining directors and the persons so elected shall serve for the unexpired term of the office vacated.

Section F. Removal From Office

Should read: Any officer or director may be removed from office if charges are filed under the signature of at least three (3) active members in good standing, and submitted to the National Board of Directors, documenting actions taken by the person which are contrary to the purposes, goals and objectives of the organization, or to the policies of the Board. Removal from office requires two_thirds vote of the Board.

Such Officers or Directors, as well as the entire Board, shall be entitled to at least ten (10) days notice of the charges, and the Officers or Directors against whom the charges are filed shall be afforded reasonable opportunity for a hearing before the Board, but shall not be counted as part of the quorum nor participate in the Board's decision.

Any National Board member who has not fulfilled their obligation as an Officer shall be denied membership in NACOPRW for a period not to exceed five (5) years. Any individual who is notified that they are being considered for sanctions shall have thirty (30) days to request an appearance before the National Board to show cause why he/she should not be sanctioned.

ARTICLE V.
DUTIES OF OFFICERS

Section A. The President

1. Preside at all regular and special meetings of the National Board of Directors, including the Annual Convention.

2. Appoint the Parliamentarian of the National Board of Directors.

3. See that decisions approved at the regular and special meetings of the National Board of Directors, including the Annual National Convention, arise implemented.

4. Supervise all activities of NACOPRW.

5. Be ex-officio member of all committees, except the Nominating Committee.

6. Approve any official representation of NACOPRW by a member or group of members.

7. Appoint any committees, including the Annual Convention Committee, that may be deemed advisable but which are not provided for in these by-laws.

8. Maintain direct communication with, and disseminate pertinent information to chapters.

9. Submit detailed quarterly written reports of the activities of NACOPRW to the National Board of Directors.

Section B. The First Vice President (in charge of programs)

The First Vice President shall:

1. Perform all the duties of the President in her absence, inability to serve, or at her request.

2. Assist the President in all matters pertaining to the work program of the organization.

3. Perform any other duties that the President may request.

Section B _ The First Vice President, reads:

The First Vice President shall:

1. Perform all the duties of the President in her absence, inability to serve, or at her request.

2. Assist the President in all matters pertaining to the work program of the organization.
Article V _ DUTIES OF OFFICERS

Section B _ The First Vice President, reads:

The First Vice President shall:

1. Perform all the duties of the President in her absence, inability to serve, or at her request.

2. Assist the President in all matters pertaining to the work program of the organization.

3. Preside the Programs Committee

4. Perform any other duties that the President may request.

Section C. The Second Vice President (in charge of membership)

The Second Vice President shall:

1. Assist the President in all matters pertaining to membership and the development of chapters of NACOPRW.

2. Preside the Membership and Chapter Development Committee.

3. Perform any other duties that the President may request.

Section D. The Secretary

The Secretary shall:

1. Keep an accurate record of all regular and special meetings of the National Board of Directors, including the National Annual Convention, as well as of the recommendations and actions of the National Board of Directors (minutes).

2. Conduct correspondence for the organization as directed by the President, including, but not limited to, the agenda of the regular and special meetings of the National Board of Directors, as well as the Annual National Convention.

3. Obtain from the chapters and keep current a master list of all members of the organization.

4. Be the custodian of all the official records and files of the organization (except the current accounts in the National Treasury), and place the records in the official permanent archives of the National organization.

5. Preside the Credentials Committee.

6. Perform any other duties that the President may request.

Section E. The Treasurer

The Treasurer shall:

1. Receive all funds of the organization that fall within the jurisdiction of the National Board of Directors.

2. Disburse such funds in accordance with the budget submitted by the Finance Committee and approved by the National Board of Directors.

3. Keep accurate records of all funds that fall within the jurisdiction of the National Board of Directors.

4. Submit to the National Board of Directors written itemized financial reports of all funds in her custody at its regular meetings and at the annual Convention, or upon request.

5. Require quarterly financial reports from each chapter.

6. Have the financial records of the National Board of Directors audited at the close of its term or at the request of that Board.

7. Be responsible for the filing of all required governmental forms pertaining to NACOPRW's incorporation and to its tax-exempt status.

8. Preside the Finance Committee.

9. Perform any other duties that the President may request.

ARTICLE VI.
STANDING COMMITTEES

The Standing Committees shall be as follows:

Section A. The Executive Committee

The Executive Committee shall consist of the elected National Officers and shall be presided by the President. This committee shall meet as often as necessary to carry on the business of the organization between the regular meetings of the Board of Directors. None of its actions shall be in conflict with the actions taken by the National Board of Directors.

The Executive Committee shall submit to the National Board of Directors a summarized report of its meetings held prior to each regular meeting of the Board and on any actions requiring ratification by the Board.

Section B. The Finance Committee

The Finance Committee, presided by the Treasurer, shall draft the annual budget of the organization to be submitted to the National Board of Directors for its approval. It will also submit to the National Board of Directors its recommendations regarding all fiscal activities of the organization. The Finance Committee shall meet as often as necessary.

Section C. The Program Committee

The Program Committee, presided by the First Vice President, shall be responsible for the development and coordination of the program and projects of the organization, as proposed by the Executive Committee, and as approved by the National Board of Directors.

Section D. The Credentials Committee

The Credentials Committee, presided by the Secretary, shall include the Treasurer and Three (3) other members of the National Board of Directors appointed by the Executive Committee. Prior to the opening of each National Board of Directors meeting, the committee shall:

1. Verify attendance and credentials of chapter delegates, including verification of the good standing of members and chapters regarding payment of National and chapter dues.

2. Certify to the Nominating Committee, prior to the acceptance of a nominee to a position of officer of the National Board of Directors, the following:

A) Paid-up active membership in home chapter.

B) That the nominating chapter has a minimum of ten (10) paid up members for the year in which the nominating is made; and

C) That twenty five percent (25%) of dues collected by the chapter have been paid to the National Treasurer by the time the nomination is submitted.

3. Certify to the Nominating Committee prior to the voting for Officers of the National Board of Directors, the following:

A) That the members present and voting for Officers of the National Board of Directors are in good standing.

Section E. The Membership and Chapter Development Committee

The Membership and Chapter Development Committee, presided over by the Second Vice President, shall be responsible for the coordination of all efforts in the establishment of new chapters and in the growth of individual and institutional membership.

ARTICLE VII
MEETINGS

Section A. Membership Meetings

The full membership of NACOPRW shall meet once a year on the date and site determined at the plenary session of the annual National Convention. At that time, the sites for the Annual Conventions for the following two (2) years, are decided by a majority vote of those fully qualified members present and voting.

Section B. National Board of Directors Meetings

The National Board of Directors shall meet on the dates and locations determined by the Executive Committee. One meeting shall be held not later that two (2) months prior to the date of the annual National Convention, and another meeting shall be held during the Annual National Convention.

Voting at national board of directors meetings. When a chapter president or any or all of the delegates cannot attend a national board meeting, voting can be done by proxy, i.e., the chapter president and/or delegates may delegate their voting rights to a member of their chapter who will be present at the meeting by written and duly signed proxy. In the case of voting by proxy, the credentials committee must verify the proxies before the meeting starts.

Section C. Special Meetings

The President may call special meetings of the National Board of Directors or of the Executive Committee at her discretion and shall call a special meeting upon the request of at least three (3) qualified chapters. The purpose of the meeting shall be stated in the request for the special meeting, as well as in the notice sent convening the meeting. In case of an emergency, a special meeting can be conducted through a telephone conference call, with at least five (5) days advance notification to participants. At a special meeting only the item or items specified in the purpose of the meeting can be discussed. Any action or actions decided upon at a special meeting shall be ratified by the National Board of Directors at their next regular meeting.

ARTICLE VIII
QUORUM

Section A. Executive Committee Meetings

At Executive Committee meetings quorum shall be three (3) members.

Section B. National Board Meetings

Quorum at National Board meetings shall be one third (1/3) of the active chapters. Actions taken at Board meetings at which quorum as been established are binding all chapters.

Section C. Special Meetings of the National Board of Directors

Quorum for special meetings of the National Board of Directors, as well as for the plenary session of the Annual National Convention, shall be a representation of one-half plus one of the numbers of active chapters in good standing.

ARTICLE IX
CHAPTERS

Section A. Chartering of Chapters

The National Board of Directors shall charter chapters which submit an application in writing and comply with following requisites:

1. Have at least ten (10) Puerto Rican women members who subscribe to the purposes of NACOPRW as stated in Article II.

2. Submit the initiation fee set by the Board.

3. Provide a list of its proposed founding members, and its proposed bylaws.

After ascertaining that the proposed bylaws are not in conflict with these National bylaws, the National Board of Directors shall issue the corresponding charter and install the new chapter at the next Board meeting. All chapters must be incorporated under their local jurisdictions and provide proof of their filing to the National Secretary.

Section B. Chapter Membership

Chapters shall have a minimum of ten (10) members and pay the set percentage of dues, per member, annually to the National Board, as provided in Article X.

Active members are entitled to full voting status and have the right to hold office in only one chapter at time, but can be associate members in as many chapters as they desire.

Section C. Annual Elections

Annual Elections shall be held by chapters at least thirty to sixty (30 to 60) days prior to the date of the annual meeting for the Nominating Committee to be able to fulfill its obligations.

Section D. Chapter Responsibilities

Chapters shall provide the National Board of Directors quarterly reports about their activities, a yearly current list of their membership and an annual report at the National Convention, which should include chapter financial reports containing information about any funds obtained under the 501(C)(3) status of the organization.

Chapters shall also provide the National Board with updated lists of their officers and board, convey information about their plans for holding of elections, and any other important matters which affect the National organization.

Section E. Revocation or Suspension of a Charter

The National Board of Directors, by majority vote, may revoke or suspend the charter of any chapter found in violation of these bylaws or of any guidelines for chapter operations issued and in force, as directed by the National Board. Ten (10) days prior notification to the chapter shall be provided advising the chapter and board members that such action is under consideration after having provided a one month period to the chapter to take corrective action to be in compliance.

Section F. Disposition of Chapter Assets

Upon the dissolution of a chapter or the revocation of the charter of a chapter, all the assets of that chapter, after making provision for the payment of any outstanding liabilities, shall devolve onto the National organization.

ARTICLE X
FINANCIAL MATTERS

Section A. National Dues

The national dues paid by the chapters to the National Treasury shall be twenty-five percent (25%) of their paid membership dues at the end of the fiscal year. Partial payment to the National Treasury should be made no later than June 30th, and the balance must be paid before the annual meeting in order for the chapter representatives to qualify as representatives in good standing and be eligible to vote and be nominated during the election, in accordance with Article VI, Section D.2(C).

Section B. Fiscal Year

The fiscal year for both the National organization and the chapters shall be the calendar year, from January to December.

ARTICLE XI
DISSOLUTION

The National organization may be dissolved only upon the approval of two thirds of its members in good standing at a regular or special meeting duly called within ten (10) days notice or by mail ballot.

Upon the dissolution of the Corporation, the National Board of Directors shall, after paying or making provision for the payment of all liabilities of the organization, dispose of all the assets of the Corporation exclusively for the purposes specified in Article II of these bylaws, or donate them to an organization or organizations which at that time qualify as non-profit organizations in accordance with the 501 (C)(3) status of the Corporation.

ARTICLE XII
PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order Newly Revised shall govern this organization in all cases in which they are applicable and which do not conflict with Articles of Incorporation and these bylaws.

ARTICLE XIII
AMENDMENT OF BYLAWS
ARTICLE XIII _ AMENDMENTS TO BYLAWS,

The power to amend these bylaws shall be vested in the national board of directors.

Approved amendments and/or revisions shall become effective on such dates as determined by the National Board of Directors at the time of their approval.

AMENDMENTS

October 26, 1986
November 13, 1989        -             Article XIII, Amendment of By-laws
August 25, 1990          -             Article VIII, Section B, Quorum National Board of Directors
January 25, 1991         -             Article IV, Section F, Removal from Office
August 10, 1996          -             Article XIII, Amendment of By-laws
April 14, 1997           -             Article II, Purposes
                         -             Article III, Section A.4., Sections B & C, Structure and Membership
                         -             Article V, Section B.6., Duties of the Officers
                         -             Article VI, Section D.3. & E, Standing Committees
                         -             Article IX, Section C, Chapters
                         -             Article III, Amendment of the Bylaws
November 14, 2004        -        ARTICLE III, STRUCTURE AND MEMBERSHIP, Section B, The National Board of Directors
    -        ARTICLE IV. OFFICERS OF THE NATIONAL BOARD OF DIRECTORS AND ELECTIONS, Section B.            Nominations and Elections, Section C. Nominating Procedure, Section D _ Elections,
                                       Section F, Removal from Officer,
                                       Article V, DUTIES OF OFFICERS, Section B,The First Vice President
                                       Article VII, MEETINGS, Section B, National Board of Directors Meetings
                                       Article XIII, Amendments to Bylaws

The following amendments recommended by the Bylaws Committee were considered by the National Board during the April 14, 1997 meeting, but voting was postponed until the August meeting.

Suggested changes to National Conference of Puerto Rican Women Bylaws, as amended Nov. 13, 1989 (Bylaws Committee approved April 14, 1997 for submission to the Board)

(Changes to existing Bylaws are underlined)

Page 2, Article IV, Section B, line 31: Upon acceptance by the Board, the slate is presented for election by the membership at the Annual Convention at which elections occur. In cases when the slate is not elected, the National Board of Directors shall conduct elections by mail.

Page 2, Article IV, Section C. Nominating Procedure

The Nominating Committee shall request from the membership beginning thirty to ninety days prior to the annual meeting, suggestions for nominations for officer of the Board of Directors. Nominees for national office must have been elected by their chapters to the positions of President or Delegate and must reside in the jurisdiction of the Chapter (to which they belong)* they belong to during the same year during which elections are held. Current members of the national board (including Alternates) and elected members who will become members at the beginning of the next year are eligible to be nominated. The executive Board should be composed of members from different chapters to have broad geographical representation. All local chapter elections must be held thirty to sixty (30 to 60) days prior to the date of the Annual National Convention, or earlier if feasible.

*alternate wording suggested at 4-14-97 meeting.

Page 3, Article IV, Section D. Elections, line 2:
At the Annual Convention, the general membership of NACOPRW shall elect the officers of the National Board to constitute the Executive Committee for the following year