LEON

Latino Empowerment

Outreach Network

Bylaws

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ARTICLE I

NAME The organization shall be known as the LEON- Latino Empowerment Outreach Network.

ARTICLE II OBJECT

1. To work collaboratively as a network of individuals, agencies and community organizations with access to resources to empower and enrich the Latino community. 2. To ensure that the Latino community has a recognized active voice in every aspect of social, political, educational and economic life. 3. Said corporation/organization is organized exclusively for charitable, educational, religious or scientific purposes, within the meaning of Section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

ARTICLE III

PRINCIPAL OFFICE

Columbus, County of Franklin, State of Ohio is the principal office and where business transaction of the corporation is located. The Board of Directors may at any time or from time to time change the location of the principal office or establishes branch offices from one location to another within Columbus or its suburban areas for business transaction.

ARTICLE IV MEMBERS

Section 1. Classification

1. Active member. An active member shall be a member of LEON. 2. Honorary member. An active member who shall be appointed by the Board of Directors at any

meeting for terms specified at the time of appointment. Honorary member shall have rendered distinguished service to LEON. Honorary member may attend and participate in all board meetings without a vote.

Section 2. Eligibility Membership shall be individuals, agencies, or organizations in good standing with LEON. Good standing will be defined by the Executive Board and approved by the Board of Directors. Section 3. Rights/Privileges Members have the right to vote and hold office. They are included in the list serve, receive and post information in the web site.

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Section 4. Dues A member must pay dues. The amount of annual dues for each membership shall be determined by the Board of Directors subject to the approval of the general membership. Section 5. Fiscal Year The fiscal year shall be from July 1 through June 30. Section 6. Reinstatement of Membership

1. A former active member who resigned in good standing shall be granted reinstatement if the application accompanied by current dues is made within two years following the date of resignation.

2. A former active member who forfeits membership for nonpayment of dues and applies for reinstatement within two years of date of forfeiture shall be reinstated upon application and payment of current dues. 3. A former active member who applies for reinstatement more than two years after termination of membership shall submit an application and meet all current requirements.

ARTICLE V OFFICERS

Section 1. Officers

1. The elected officers shall be the President, President Elect, Secretary, Treasurer, Treasurer Elect, and board members.

2. Appointed officers shall be the Parliamentarian, Historian and Advisors. The duties shall be those prescribed to these bylaws, the standing rules and the parliamentary authority.

Section 2. Duties of Elected Officers

A. President 1. Shall preside at all regular and special meetings of LEON. 2. Shall be an ex-officio member of all committees. 3. Shall ensure that the board directives are carried out. 4. Shall appoint an audit committee to audit the accounts after the June meeting, which shall

provide an audit report at September meeting. 5. Shall appoint a Parliamentarian, Historian and Advisors.

B. President Elect

1. Shall automatically be the President after a year’s term. 2. Shall preside in the absence of the President. 3. Shall act as President in the event of the death, disability or resignation of the President. 4. Shall perform other duties as the Executive Board deem necessary. 5. Shall be a co-chair of the membership committee.

C. Secretary 1. Shall record the minutes of each meeting and send a copy to each officer at least seven

days prior to the next meeting.

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2. Shall collect, maintain, and distribute board contact, committee memberships, and partner agency list information.

3. Shall keep record of board nominations. 4. Shall prepare a current and accurate membership roster. 5. Shall compile and maintain an archive of all LEON related materials. 6. Shall keep an inventory of LEON property.

D. Treasurer

1. Shall be the custodian of the fund and securities of LEON; deposit funds in the name of the corporation; and keep account of all receipts, expenditures, and other financial transactions.

2. Shall prepare a written financial report for each regular meeting with copies to the President and Secretary.

3. Shall prepare the year end financial statement in May and provide copies to voting members.

4. Shall submit books for an independent audit following the June meeting as designated by the Executive Board.

5. Shall serve as co-chair of the Finance Committee.

E. Treasurer Elect 1. Shall keep a record of the membership, dues and contributions. 2. Shall collect and deposit promptly all dues and contributions. 3. Shall send dues notices to members by May 1. 4. Shall complete membership report to the Board of Directors. 5. Shall serve as member of the Finance Committee. 6. Shall submit all records to the Treasurer for audit by May 1. 7. Shall serve as chair for the Membership Committee. 8. Shall provide receipts to all membership dues. 9. Shall provide membership packet to all new members. 10. Shall be the custodian for the LEON banner logo and digital camera, and provide sign up

form for such property. F. Board Member

1. Shall formulate policies of the organization and ensure mandates are implemented. 2. Shall manage properly and direct activities of the organization subject to the provision of

the bylaws and resolutions enactment of the Executive Board. 3. Shall monitor and direct initiatives approved by the Executive Board. 4. Shall fill vacancies in elective office. 5. Shall have the final approval of all activities of the organization. 6. Shall remove by majority any elected officers of the Executive Board for neglect of duty. 7. Shall be an active member of at least one standing committee and must attend the majority

(70%) of board meetings. 8. Elected board members serve a two year term. 9. Shall provide leadership, advice, and counsel; and assist in the fulfillment of the mission.

G. Past President

1. Shall serve as ex-officio on the Board of Directors and Executive Board.

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2. Shall serve as Finance Chair. 3. Shall serve as Chair of the Nomination Committee or appoint a designee. 4. Shall avail herself or himself for consultation and advise when deem necessary. 5. Shall preside in the absence of the President or President Elect.

Section 3. Duties of Appointed Officers

A. Historian 1. Be an ex-officio member of the Board of Directors. 2. Shall prepare a historical record of the activities of the current year. 3. Shall be responsible for the preservation of historical memorabilia.

B. Parliamentarian 1. Shall attend all meetings of the Board of Directors, Executive Board and Bylaws

Committee. 2. Shall advise, when requested, the President and/or Board of Directors on parliamentary

rules according to Robert Rules of Order (latest edition).

C. Advisors 1. Shall act as reference and advisor to LEON matters of their area of expertise such as

business transactions, management of LEON, organizational activities, such as fund raising, disbursing of funds, educational offering to the membership, and filing of Renewal of Incorporation as a Not for Profit corporation in the state of Ohio.

2. Shall assist and advise in filing the annual federal tax returns. 3. Shall serve for one year to coincide with the term of officers. May also serve indefinitely as

deemed by the incoming officers, a service rendered is satisfactory to the Board of Directors.

Section 4. Other Officers and Agents

1. The President with the consent and approval of the Board of Directors may appoint Secretary Elect; such appointees shall hold the respective offices for such term or terms and shall exercise such power and perform such duties as shall be determined by the Board of Directors.

Section 5. Term of Office. Officers shall assume their duties at the close of June meeting. Officers shall serve for one year term or until their successors are elected. Section 6. Vacancy in Office. A vacancy in any elected office other than that of President shall be filled by majority vote of the Board of Directors at any regular meeting.

1. A vacancy in the office of President shall be filled by the President Elect for the remainder of the term.

2. If the President Elect is unable or unwilling to perform the duties of the President, then the Secretary shall assume the position until a new President and President Elect shall be elected by majority vote of the Board of Directors and remain in office for the remainder of the term.

3. If all elected officers resign, the general membership shall call a special meeting to discuss future direction of LEON.

4. Resignation from the Executive Board shall be effective unless otherwise stated therein, upon receipt of resignation by the Secretary.

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5. The Board of Directors may remove, by majority vote and after written notice, any board member who has exhibited lack of interest, failure to attend three consecutive board meetings, without cause, and/or has failed to fulfill other requirements for board membership as determined by Executive Board.

ARTICLE VI

NOMINATIONS AND ELECTIONS

Section 1. Nominations. A Nominating Committee: 1. Shall consist of minimum five members, three from the Board of Directors and two from the

general membership. 2. Shall designate a Chair if the Past President is unable. 3. Shall serve from the time they were appointed to the end of election. 4. Shall present a slate of officers to the Board of Directors for approval. 5. Shall announce the approved slate of officers to the general membership in May. 6. Shall conduct the elections, tally votes and record the new elected officers.

Section 2. Elections. Officers shall be elected in May.

1. Shall be by ballot. If there is only one nominee for each office, elections may be by voice vote. If more than two candidates are nominated in the same office, the election shall be by ballot and plurality vote shall elect. Officers shall assume their duties in June.

Section 3. Eligibility of elective office: The candidate shall have paid dues in full. Candidate for President shall have at least served one year on the Board of Directors in the past. Section 4. Voting: Voting members shall be of good standing that paid their dues in full and shall be present to vote. Proxy ballot counts in addition to quorum. Section 5. Term of each elected office shall be one year except for the board members two year term.

ARTICLE VII MEETINGS and QUORUMS

Section 1. Regular networking meetings shall be held no less that six times a year. The time and place shall be set by the Board or designated by the President. The Secretary shall notify board members at least seven days prior to meeting. May shall be the annual general membership meeting and elections. Section 2. Executive Board meeting shall be held prior to the Board of Directors meeting. Time and place shall be set by the President. The Secretary shall notify all the Executive officers at least seven days prior to meeting. Section 3. Board of Directors meeting shall be held no less that six times a year. The time and place shall be set by the Board or designated by the President. The Secretary shall notify board members at least seven days prior to meeting.

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Section 4. Special meetings of the Board may be called at a time and place designated by the President or shall be called by the Secretary on the written request of five board members. A notice of the special meeting shall be in the same manner as regular meetings. The notice shall specify the general nature of the special meeting. Section 5. Committee meetings shall meet no less than six times a year or more often, as needed to further the work of LEON. Section 6. Quorum: One third of the elected officers shall constitute a quorum for business transactions for the Executive, Board of Directors or special meetings. A quorum for the Executive Board must include the President or President Elect. Section 7. Electronic Meetings. The Board of Directors, Executive Board, standing committees and special committees are authorized to meet by telephone conference or through other electronic communications media so long as the members may simultaneously hear each other and participate during the meeting. Note: This is according to the Ohio Revised Code and a safety measure for necessary electronic meetings.

ARTICLE VIII EXECUTIVE BOARD

Section 1. Composition: The Executive Board shall consist of the elected officers: President, President Elect, Secretary, Treasurer, and Treasurer Elect. Section 2. Shall make emergency decisions between regular meetings of the Board of Directors. Section 3. Shall be responsible for accomplishing the mission of LEON. It shall set the agenda for board meetings, review committee reports and act on behalf of the organization. It shall act as community outreach and make presentation to the community as requested.

ARTICLE IX

BOARD OF DIRECTORS Section 1. Composition The elected officers, appointed officers, Past President, Chairs of Standing and Special committees. Section 2. The Board of Directors at the Board’s next regular scheduled meeting must ratify any action taken in the Executive Board.

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ARTICLE X

COMMITTEES Section 1. Committees: The President shall appoint the Chairs of the standing committees with the approval of the Executive Board. The Chairs for each committee shall select their members. Section 2. Standing Committees A. Communications Committee 1. Shall report to Executive Board and make recommendations regarding publicity, media relations,

public awareness campaigns, speakers’ bureau and any matters related to furthering the positive presence of LEON.

B. Finance Committee 1. Shall report to the Executive Board and have general supervision of resource and fund raising

including: • Generation of funds from operations, board members and affiliated groups. • The securing of contributions from outside sources. • The management and investment of reserve funds.

Actions of the committee concerning management and investments of funds shall require prior approval of the Board of Directors.

C. Health Committee 1. Shall advocate for the improvement of Latino health in Columbus. 2. Shall create a culturally competent environment in which Latino health needs are met by

increasing communication, awareness and collaboration among health care and social service providers in the community.

D. Education Committee 1. Shall advocate for the improvement of the education of Latino students. 2. Shall create a school culture in which Latino students can be academically and socially

successful by increasing communication, opportunities, role models, programs and cultural exchange.

E. Advocacy and Legal Committee 1. Shall provide a forum to discuss and address issues affecting the Latino community in

Central Ohio.

F. Membership Committee a. Shall compose of the Treasurer Elect as Chair and President Elect as Co-Chair. b. Shall update, record and preserve the membership list of LEON. c. Shall send dues notices and invoices by May 1; and follow up with unpaid members

throughout the year. d. Shall collect and deposit dues and contributions promptly and submit all deposit receipts

to the Treasurer. e. Shall keep a record of the membership dues and contributions.

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ARTICLE XI COMPENSATION, FEES, LOANS, SELF DEALING TRANSACTION,

REPRESENTATION AND INDEMNIFICATION Section 1. Compensation No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. Section 2. Fees The Board of Directors shall not receive any compensation for their services nor reimbursement for travel and lodging expenses unless approved by the Board of Directors. Section 3. LEON shall not make any loan of money, property or guarantee the obligation of any Board of Directors. Section 4. The Board of Directors shall not approve a self dealing transaction. A self dealing transaction is one to which the organization is a party and in which one or more of the Directors has a material financial interest or transaction between this organization and any person or organization (other than a non-profit organization, tax exempt under Internal Revenue code section 501 c 3). Officers shall not be deemed to have “material financial interest” in a contract or transaction that implements a charitable program of this organization, as long as the contract or transaction is approved or authorized by the organization in good faith and without unjustified favoritism. Section 5. No member shall release the membership list of this organization without authorization of the Board of Directors. No member shall serve as a self appointed representative from this organization to any other group without authorization of the Board of Directors. Section 6. All of the Board of Directors shall be indemnified by LEON against all cost and expenses (including but not limited to Attorney’s fees, damage and reasonable amounts in settlement) reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceeding to which he/she may be made party by reason of being or have been an officer of or a member of the Board of Directors of LEON, except in relation to such matters as to which he/she shall be adjudicated in such action or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct defined by the Board of Directors in the performance of his/her duties as such members of the Board of Directors. ARTICLE XII NON PARTISAN AND NON-PROFIT ACTIVITIES Section 1. This organization has been formed under non-profit Corporation Law of the State of Ohio on May 16, 2001, charter # 1231694 and received the advance ruling of 501 c 3 from the IRS on May 2006, for charitable, educational, religious or scientific purposes. The organization shall not be used to endorse any political affiliation or disseminate any partisan publications. It shall not participate or intervene in any political campaign on behalf or of in opposition to any candidate for public office.

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Section 2. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of the candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductive under section 170(c)2 of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE XIII AMENDMENTS

Amendments to these by-laws may be adopted by majority vote of the entire board membership at any regular board meeting or a special meeting called for that purpose, provided that each member has been given ten days advanced notice of the substance of any proposed amendment

ARTICLE XIV

PARLIAMENTARY AUTHORITY The rules contained in Robert’s Rules of Order (latest edition) shall be the parliamentary authority of LEON in all matters to which they are applicable and in which they are not inconsistent with these bylaws.

ARTICLE XV WAIVER OF NOTICE

Unless otherwise provided by Law, whenever any notice is required to be given by provision of the Bylaws, a waiver in writing signed by the person or persons entitled to such notices, whether before or after the time stated herein shall be equivalent thereto.

ARTICLE XVI DISSOLUTION

Section 1. The Board of Directors, by resolution at any meeting, may dissolve committees provided that written notice has been given to the Board at least 30 days prior to the meeting. Section 2. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) 3 of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively

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for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. However, if the named recipient is not then existence or no longer a qualified distributee, or unwilling or unable to accept distribution, then the assets of this corporation/organization shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Approved: February 21, 2002, by unanimous vote of the LEON membership. Revised: April 7, 2005 Revised: June 2, 2005

Revised/Amended: May 2008

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LEON-Latino Empowerment Outreach Network Standing Rules A. BOARD OF DIRECTORS AND COMMITTEE CHAIRS

1. Each Board of Directors shall keep an accurate file of materials relevant to the office or chairmanship.

2. Each Chair must submit bills for committee expenses by June 1. 3. Within 30 days following the annual meeting, a transitional board meeting shall be held to

convey records and reports. At this time, each Chair shall present an annual report to his/her successor and a copy to the incoming Chair.

4. All committees shall report to the Board of Directors. 5. Members of the Board of Directors and Committee Chairs shall have in their portfolio the

LEON Bylaws and Standing Rules. 6. Shall adopt or revised the standing rules at any time with the Board of Director’s approval. 7. Shall recommend the budget for membership approval. 8. Shall consider unbudgeted disbursements for approval. 9. Shall appoint the Nominating Committee. 10. Shall appoint the Bylaws Chair and its members. 11. Shall create ad hoc or special committee as necessary and appoint the Chair. 12. Shall assist the communication and publicity committee in any speaking engagement invites. 13. Shall provide access to a network of community and corporate leaders who can facilitate the

LEON’s ability to achieve the strategic goals: advocacy on behalf of the members, Latino owned businesses, education and membership growth.

B.MEMBERSHIP 1. Dues are payable by July 1. Members whose dues remain unpaid by the annual meeting shall

be dropped from the membership list. Members desiring to be reinstated may apply for membership and pay dues for the current year.

2. A member who rejoins after the lapse of a year shall be classified as a new member. 3. Dues are:

Individual $ 25.00 Bronze $ 50.00 (2 individuals from a company) Silver $100.00 (3 individuals from a company) Gold $150.00 (5 individuals from a company)

4. Treasurer Elect chairs this committee and shall promote extension and retention of membership.

C. COMMUNICATIONS COMMITTEE 1. Shall promote educational programs for the public. 2. Shall publicize activities of LEON through the web site, list serve and networking events. 3. Shall act as an outreach to the community together with the Executive Board. 4. Shall prepare materials for speaking engagements to the community to promote marketing

and publicity and make the community aware of the LEON and its mission. 5. Shall make a compilation and archive all speaking materials for LEON’s future presentation. 6. Shall update the speaking materials as deemed necessary and provide the Secretary and

Historian copies of these materials. 7. The webmaster collaborates with the Communication Committee to update the web site. Any

downloaded information from the web site shall be approved by the Board of Directors.

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8. Fees shall be charged to any business who wants to link with the web site. This fee will be determined by the Board of Directors.

D. FINANCE COMMITTEE

1. Shall consist of the Treasurer, Treasurer Elect and Past President as Chair. Finance Committee shall prepare the budget and present it to the Board of Directors for approval before presenting it at the annual year end meeting.

2. Any expense amount over the budgeted allotment must have approval from the Executive Board.

3. Disposition of the reserved funds, accrued interest, and any unused balance of budgeted funds shall be determined by the Board of Directors.

4. Shall record and monitor grants and provide a detail financial accounting for proper accountability.

5. Shall fill and file all necessary forms for IRS compliance. 6. The President and Treasurer may invest accrued funds with the approval of the Board of

Directors. 7. The President, Treasurer and Treasurer Elect shall be bonded. 8. The Treasurer shall continue to serve in office until the books are audited and returned by July.

E. EDUCATIONAL COMMITTEE

1. Shall propose projects to be approved by the Board of Directors. 2. Shall provide receipts for any reimbursement expenses. 3. Shall propose a budget for their committee and present to the Board of Directors for approval. 4. Shall create a school culture in which Latino students can be academically and socially

successful by increasing communication, opportunities, role models, programs and cultural exchange.

5. Shall inform the community about the educational needs of Latinos through awareness and advocacy efforts.

6. Shall empower parents to become active participants in their children’s learning through educating them about their rights, responsibilities, and resources. F. HEALTH COMMITTEE

1. Shall have sub committee if necessary to deliver the Health Committee projects. 2. Shall present the health committee budget to the Board of Directors for approval. 3. Shall report the financial statements of each project. 4. Shall plan for the calendar year events in January. 5. Chair and Co-Chair shall serve for one year. These positions are renewable without restriction. 6. Sub committees shall be: Health Fair, Symposium, Abrete Sesamo, and Directory. 7. Sub committees shall have their own Chair who reports to the Health Committee. 8. Sub committees shall plan for their projects for the year with the Health Committee’s approval. 9. Grants shall be closely monitored. Projects financed by grants shall have a financial accounting after each termination of the project for accountability. Subcommittee Chairs shall be responsible for such accounting in the Health Committee and submit to the Treasurer for proper recording and filing. 10. LEON shall retain Abrete Sesamo’s patent and ownership. No copyright allowed. 11. Abrete Sesamo project can be requested by agencies or companies with a fee determined by the Health Committee. Deliberation of the workshop is determined by the Health Committee.

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12. Health Directory shall be updated every two years as deemed necessary and presence of funding to print is available. 13. Collaboration of any project with the community (agency, company, business and others requesting LEON’s participation) should be approved by the Board of Directors with proper protocol. 14. Protocol to follow: a. Present the partnership or collaborative project, documents and agreement to the Board of Directors for approval.

b. Health Committee nominates the representative. Each nominee shall write reasons why they want to represent LEON, qualification, and how to better serve LEON. The candidate will be presented to the Board of Directors for approval.

c. If collaborative/partnership project funds LEON for their participation, funding should be deposited by the Treasurer and disburse this fund according to the agreement.

d. Shall adhere to Article XI section 5 of the bylaws. 16. Shall meet every last Thursday of the month throughout the year unless otherwise noted by the Chair.

H. BYLAWS COMMITTEE

1. Shall review the bylaws and standing rules annually to check for compliance. 2. Shall accept proposed amendment in writing from any member and shall give notice of all

proposed amendments to the Board of Directors for recommendations.

FORMS:

1. Membership application form 2. Expense reimbursement form 3. Gala sponsorship level 4. Community award nomination form and criteria