ESTATUTOS DE LA CAMARA DE COMERCIO LATINA
Madison, Wisconsin

ByLaws
of Latino Chamber of Commerce, Incorporated
Camara de Comercio Latina, Incorporada

Article I
Name

The name of this Corporation shall be the Latino Chamber of Commerce,
Incorporated, which shall be referred to in these bylaws as the
“Corporation”.

Article II
Purpose

The purpose of the Corporation is the promotion of the economic and
social development of the Latino community by supporting the creation,
expansion and diversification of Latino owned businesses through
educational, legislative and networking activities.
The Corporation is not formed for pecuniary or financial gain, and no
part of the assets, income, or profit of the Corporation is
distributable to , or inures to the benefit of its directors or officers
except to the extent permitted under Chapter 181 of the Wisconsin
Statutes, and section 501 (c) (3) of the Internal Revenue Code. No
substantial part of the activities of the Corporation shall be the
carrying of propaganda, or otherwise attempting, to influence
legislation, and the Corporation shall not participate in, or intervene
in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.

Article III
Basic Policies

Except as otherwise specifically provided in these bylaws, this
Corporation hereby disclaims any authority over it by any other
Corporation or representative thereof and further denies that the acts
of any other Corporation, or its officers, board of directors, employees
or agents are acts accepted by or in behalf of this Corporation; and,
further that no such act or lack thereof shall in any way be considered
similar action of this Corporation.
The following are basic policies of the Corporation:
(a) The Corporation shall be non-commercial, non-sectarian, and
non-partisan.
(b) The name of the Corporation or the names of Directors or officers in
their official capacities shall not be used in any connection with a
commercial concern or with any partisan interest or for any purpose not
appropriately related to promotion of the purposes of the Corporation.

Article IV
Membership

Membership in this Corporation shall be open to all businesses and
individuals who qualify for membership in any of the categories of
membership set forth herein. Each member shall belong to one of the
following categories of membership:
LATINO BUSINESS: Any sole proprietor, partnership or other business
entity that is (a) engaged in business activities within the State of
Wisconsin, and (b) at least 50% owned, controlled, and actively managed
by a person or persons of Latino Heritage, upon payment of annual dues
as determined by the board of directors. For purposes of these bylaws, a
Latino or an individual of “Latino heritage” is a person of any race
whose culture or origin ins Iberian; or whose ancestors originated in
Mexico, Puerto Rico, Cuba, Dominican Republic, Central America or South
America; who otherwise identifies himself or herself as of Latino
ancestry or heritage.
LATINO ASSOCIATION: Any not-for-profit corporation or other non-profit
organization, upon payment of annual dues as determined by the board of
directors, that is interested in fostering economic development of the
Latino business community, either generally or in a specific trade,
profession, industry or worker’s organization.
INDIVIDUAL MEMBERSHIP: Any Latino individual, upon payment of annual
dues as determined by the board of directors, that by reason of current,
former, or anticipated business or professional activity is interested
in the economic development of businesses conducted by individuals
having Latino heritage.
HONORARY MEMBERSHIP: Any individual, or other entity who has been an
active member, or any other person who has rendered distinguished
service to the Corporation or to the general good of the Latino
community throughout the state, may be eligible for honorary membership
and shall become an honorary member upon recommendation by the board of
directors and a two-thirds vote at the annual meeting of the membership.
Honorary members shall have no voting rights, nor hold office but may
speak on the floor at any annual or special meeting of the Corporation.
There shall be no annual dues for honorary members.
JUNIOR MEMBERSHIP: Any full-time student, upon payment of annual dues as
determined by the board of directors, who by reason of current, or
anticipated business or professional activity is interested in the
economic development of businesses conducted by individuals having
Latino heritage. Junior membership shall have no voting rights or hold
office.
SENIOR CITIZEN MEMBERSHIP: Any individual, upon payment of annual dues
as determined by the board of directors, who is 62 years of age or
older, who by reason of current, former, or anticipated business or
professional activity is interested in the economic development of
businesses conducted by individuals having Latino Heritage. Senior
Citizen Membership shall have no voting rights, nor hold office but may
speak on the floor at any meeting of the Corporation.
SPONSOR MEMBERSHIP: Any individual, corporation, professional
association, or other entity, upon payment of annual dues determined by
the board of directors, that supports the goals of the Corporation.
Sponsor Membership shall have no voting rights, nor can they hold office.
RETIRED MEMBER: Any Latino business owner who shall retire from
business, Latino or otherwise, upon payment of annual dues as determined
by the board of directors, who by reason of current, or anticipated
business or professional activity is interested in the development of
business or the Latino community. Retired membership shall have no
voting rights, not hold office but may speak on the floor at any meeting
of the Corporation.
Any retired Latino business owner may become a member of the Corporation
by submitting a completed dues statement accompanied by the required
dues to the Corporation to provisions of these bylaws. Only active
members as noted above shall be entitled to vote and/or hold office.
Each member shall have all rights and privileges of membership, except
to members belonging to categories designated as “no voting rights”
shall have no voting rights. At least 90% of the Board of Directors
shall be the principal owners and/or operators or duly authorized
representative of a Latino business, as determined by these bylaws.
A prospective member shall become an active member upon satisfaction of
payment of required dues as determined by the board of directors. Active
membership expires automatically when the business with which an active
member is affiliated ceases to be.
MEMBERSHIP DISPUTES: Any disputes regarding membership status will be
decided by the board of directors.

Article V
Dues

Annual dues for members shall be collected by January 01 through
December 31 of any given year. The board of directors may, at its
discretion, increase the annual dues of members by an amount no greater
than 3%, three percent, of the current year’s dues structure.
Notification of any discretionary dues increase approved by the board of
directors shall be provided to the membership in the next communication
to the members that follows this board action.
Membership, (and all rights and privileges of membership), shall lapse
upon failure to pay dues in accordance with this Article and the
resolution(s) of the Board of Directors concerning the timely payment of
dues.
PAYMENT OF DUES: Annual dues shall be due and payable to the Latino
Chamber of Commerce, Incorporated by January 01. Membership will be
forfeited if annual dues are not paid by January 31. The Board of
Directors may set late payment fees to be paid in addition to regular
annual dues.
REINSTATEMENT: Any former member who forfeited membership for
non-payment of dues may be reinstated upon payment of annual dues.
SPECIAL ASSESSMENTS: In addition to annual dues, the board of directors
or the members, at any regular or special meeting may authorize any
special assessment by two-thirds vote. Member who have not paid
authorized special assessments when due shall not be eligible for
membership in this Corporation in succeeding years until such special
assessments are paid-in-full.

Article VI
Voting Rights

Each member, or member firm, (except non-voting members), shall be
entitled to one vote. The Board of Directors elections vote shall be
limited to those members who have been members for the 90, (ninety) days
immediately preceding the election. The ninety (90) day period may be
waived in the case of the first Corporation meeting of the members.

Each member or member firm shall cast its vote in person. There will be
no proxy.

A simple majority of the votes shall be necessary for the adoption of
any matter before the Corporation’s meeting unless a greater proportion
is required by law, Corporation Articles of Incorporation, or these bylaws.

Article VII
Membership Meeting

Regular meetings of the active members will be held once a year. The
meetings shall be held at such location and time as designated by the
Board of Directors .
NOTICE: Notice to members as provided by these bylaws shall be deemed
sufficient if mailed to the member or member firm with which they are
affiliated. Written notice shall state the location, day, time and
purpose for any meetings, be it an annual meetings, special meetings or
board meetings. Notices shall be delivered by U.S. Mail not less than
10, (ten) days before the date of the meeting, (unless a different time
shall be provided by law, the Articles of Incorporation, or these
bylaws). U.S Mail delivery will constitute delivery of the meetings. All
notices will be addressed as records of the Corporation shows.
QUORUM: Ten percent (10) of active members present entitled to vote
shall constitute a quorum.

ANNUAL MEETING: The location, day, time and agenda of the annual meeting
shall be determined by the Board of Directors. Written notice of the
annual meeting shall be published and mailed via US Mail at least thirty
(30) days prior to the date of the annual meeting.

SPECIAL MEETINGS: The President of the Corporation or the simple
majority of the Board of Directors may call a special meeting at such
time and place as deemed advisable provided that written notice with
location, day, time and purpose of the meeting is mailed to all active
members at least ten, (10) days prior to the special meeting.

Article VIII
Board of Directors

COMPOSITION: The members of the Board of Directors shall be composed of
nine (9) board of directors and two (2) alternates board members. The
alternate board members shall have no voting rights on the Board of
Directors’ business meetings until such time as they are
elected/appointed to the board of directors.. The elected member of the
Board of Director must have been eligible for a one year period
preceding election or appointment. Ninety percent (90%) of the Board of
Directors must be active Latino business owners and operators.
REPRESENTATION TO THE BOARD OF DIRECTORS: Each recognized active member shall be entitled to be elected to the Board of Directors after a full year Corporate membership in order to serve on the Corporation’s Board
of Directors.

AUTHORITY/JURISDICTION: The Board of Directors shall have full power and
authority over the affairs of the Corporation between annual meetings
except as otherwise if specified in these bylaws. The Board of Directors
may adopt policies and procedures to govern the general operations of
the Corporation as it deems necessary and advisable subject to these
bylaws and the stated actions of the Corporation membership. The Board
of Directors shall have jurisdiction over its membership and may adopt
such interpretations and policies as it deems necessary or advisable for
the orderly introduction and continuation of the Corporation. The Board
of Directors is empowered to revoke membership for violation of the
articles of corporation, bylaws or policies.

MEETINGS: Meetings of the Board of Directors may be called by the
President or simple majority of the members of the Board of Directors
provided that written notice of the meeting is US Mailed to all board
members at least ten (10) days prior to the date of the meeting. Regular
meetings of the Board of Directors shall be decided by the board at the
first board meeting after the annual elections. It is suggested that the
Board of Directors meet at least once a month, and preferably before any
membership meetings. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting unless the director
objects to the transaction of any business because the meeting is not
lawfully called or convened.

MAIL VOTE AND TELECONFERENCE: The Board of Directors may conduct
business by US Mail, teleconference or electronic mail (e-mail). Action
so taken shall be ratified and made part of the minutes of the next
meeting of the Board of Directors.

ANNUAL BUDGET: The Board of Directors shall submit an annual budget for
all activities of the Corporation at each annual meeting for membership
approval by simple majority.

CONTRACTS: The Board of Directors may authorize any officer(s), agent(s)
of the Corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such
authority may be general or limited to specific instances.

TERM: Each Board of Director shall serve a term of up to two (2) years.
Terms of the Board of Directors shall be staggered so that one half of
the directors are elected each year, after the first year election of
the Corporation Board of Directors. Each Board of Director shall hold
the office for the term for which he or she is elected and/or appointed
until his or her successor shall have been elected and/or appointed. The
Board of Director shall cease to hold office upon re-election of another
director, his or her resignation, removal, failure to pay dues on time,
or termination of elegibility under Article IV.
At the initial election four (4) Board of Directors will be elected for
a one (1) year term and five (5) Board of Directors will be elected for
a two (2) year term in order to commence the staggering.
After the term of a Board of Director there shall be a minimum of three
(3) years hiatus before such a former Board of Director may be
re-considered for election, if he or she wishes to serve another term.

VACANCY: Any vacancy occurring on the Board of Directors shall be filled
for the unexpired term. One of the alternates may be appointed by the
President first or elected by the membership or by simple majority vote
of the Board of Directors.

REMOVAL FROM OFFICE: The Board of Directors or two thirds (2/3)of the
active membership at an annual or special meeting may remove a Director
from office for failure to discharge the duties and responsibilities of
his or her office.

QUORUM FOR BOARD OF DIRECTORS MEETINGS: A majority of the Board of
Directors shall constitute a quorum for the transaction of the
Corporation business. The act of the majority of those present shall be
the act of the Board of Directors, unless, the act of a greater
proportion is required by law, by the Articles of Incorporation of these
bylaws. No business may be acted upon without a quorum.

CERTIFICATES OF APPRECIATION: The Board of Directors may issue
certificates of appreciation to any deserving person and to all retiring
members of the board of directors who attended three-quarters (3/4) of
all meetings held during their term on the board.

COMPENSATION: Members of the Board of Directors shall receive no
compensation in their elected capacity but may be reimburse for expenses
incurred for attendance at meetings and the performance of such other
services as may be required of them by the board. Any reimbursement for
any expenses must be approved by unanimous vote of the full nine (9)
members of the Board of Directors.

ADMINISTRATIVE COMPENSATION: The only permitted compensation is for an
administrator staff whose compensation and other terms of employment
shall be subject to the approval of the full nine (9) member of the
Board of Directors.

MEMBERSHIP REQUIREMENT: Any officer or member of the Board of Directors
who ceases to be a member of the Corporation will automatically forfeit
their office without further action by the Corporation.

Article IX
Officers and Executive Board

COMPOSITION: The Executive Officers of the Corporation shall be:
• President
• President-elect
• Vice-president
• Treasurer
• Secretary
• Immediate Past President
A term exemption is given to active members of the Board of Directors
Executive Offices that move up the ladder as Officers of the
Corporation. The purpose for this exemption is to insure the longevity
and the business order of the Corporation.
1. PRESIDENT: The president shall:
A. Preside at all meetings of the Corporation and Board of Directors;
B. Be an “ex-officio” member of all committees;
C. Appoint all committees subject to the approval of the executive board
except as otherwise provided in the bylaws;
D. Sign contract(s) on behalf of the Corporation in accordance with the
Corporation policies;
E. Have overall responsibility jointly with the Board of Directors for
the conduct of all activities of the Corporation;
F. Fulfill such other duties as prescribed by the bylaws and as may be
assigned by the Board of Directors or executive board.
A vacancy in the office of President shall not be filled and the duties
of the office during the unexpired term shall be performed by the
President-elect, and at the expiration of the term the President-elect
shall succeed to the office of President in the same manner as such a
vacancy in the office of President had not occurred.
2. PRESIDENT-ELECT: The president-elect shall:
A. Perform the duties of the president during any absence or
disability of the president;
B. Succeed to the office of president at the expiration of the one- year
term of the president;
C. Submit standing committee appointments for his or her term as
president to the executive board prior to the annual meeting for approval;
D. Fulfill such other duties as prescribed by the bylaws and as may be
assigned by the board of directors or executive board.
E. Be authorized to sign checks in case of the death, disability or
unavailability of the secretary and/or treasurer.
A vacancy in the office of President-elect shall not be filled and the
duties of the office during the unexpired term shall be performed by the
vice-president
3. VICE PRESIDENT: The Vice-president shall:
A. Perform the duties of the president during any absence or disability
of the President or/and President-elect.
B. Fulfill such other duties as prescribed by the bylaws and as may be
assigned by the board of directors or executive board.
4. TREASURER: The Treasurer in conjunction with the president shall:
A. Have supervision over the records and keep an accurate account of the
Corporation proceedings;
B. With the President, sign contract(s) as required and approved by the
executive board;
C. Be an authorized signer on checks authorized by the Board of
Directors to pay bills of the Corporation;
D. Be custodian of the funds and securities subject to the direction and
supervision of the Board of Directors;
E. Submit a report to the membership at each annual meeting;
F. Fulfill such other duties as prescribed by the bylaws and as may be
assigned by the Board of Directors or the executive board.
5. SECRETARY: The Secretary shall:
1. To perform all duties designated by the Board of Directors;
2. To act as the chief administrator and staff officer of the
Corporation subject to approval of the Board of Directors;
3. To have general and direct supervision and management of the
Corporation’s property, affairs, staff, business and operations as
directed by the Board of Directors;
4. To conduct official correspondence of the Corporation; to preserve
the books, documents, and communications of the Corporation, the Board
of Directors, the Executive Board and all standing committees; be the
custodian of all documents.
5. To attend all meetings of the members, Board of Directors, Executive
Board and standing committees;
6. Report to the Corporation’s President, Executive Board and Board of
Directors;
7. To initiate the plan and preparation of an Agenda for all Board
Meetings, Executive Board Meetings or membership meetings.
8. To prepare drafts documents for Board of Directors approval using
Corporation procedure.
9. Receive and receipt for all monies required to be paid to the
Corporation. Send a complete list of all checks to be written to the
Treasurer for approval at least twice a month.
10. Ensure that notices are duly given in accordance with the provisions
of these bylaws or as required by law.
11. Report at each annual membership meeting.

A vacancy may be filled by the Board of Directors.
4. IMMEDIATE PAST-PRESIDENT: The Immediate Past-President shall:
A. Assist with a smooth transition for the next administration;
B. Lend historical perspective for the incoming president;
C. Fulfill such other duties as prescribed by the bylaws and as may be
assigned by the Board of Directors or the executive board.

QUALIFICATIONS: No member of the Corporation may be a candidate for the
offices of president-elect/vice-president , secretary, treasurer unless
he or she has served at least one full year membership of the
Corporation and nominated to the post at the annual meeting.

DUTIES: The executive officers committee shall have general supervision
of the affairs of the Corporation between meetings of the board of
directors and shall conduct business that may be referred to it by the
board of directors or as specified in these bylaws. The executive board
shall report to the Board of Directors at each board meeting.

MEETINGS: Meetings of the Executive Board shall be at the call of the
President or at the request of three (3) members of the executive board
provided that each member of the executive board is given notice of the
meeting at least five (5) days prior to the date of the meeting.

MAIL VOTE AND TELECONFERENCE: The Executive Board may conduct business
by US Mail, teleconference or electronic mail (e-mail). Action so taken
shall be ratified and made a part of the minutes of the next meeting of
the executive board.

QUORUM: Three (3) members of the executive office board shall constitute
a quorum.

REMOVAL FROM OFFICE: An officer may be removed from office for cause by
two-thirds (2/3) vote to rescind his or her election at any annual or
special meeting of the membership provided such purpose is stated in the
meeting notice. The Board of Directors may remove any officer whenever
in its judgment the best interests of the Corporation will be served
thereby, but the removal of an officer shall not remove that person from
the Executive Board unless the Board of Directors also removes that
person as a member of the Board of Directors.

ELECTION: Each officer shall be elected by the Board of Directors from
among the directors at a Board of Directors meeting to be held (without
notice other that his bylaw) immediately following the annual meeting of
the active members.

TERMS: Each officer shall serve a term of one year from the date of
election or until their successors are elected and shall assume their
duties at the close of the annual meeting at which they are elected.
Officers shall, at the time of their election and throughout their term
of office , be engaged primarily and actively as an active member of the
Corporation. An exemption is given to active members of the Board of
Directors Executive Officers that move up the ladder as Officers of the
Corporation. The purpose for this exemption is to insure the longevity
and the business order of the Corporation.

VACANCY: In the event of the resignation or removal of the Executive
Officer, the Board of Directors shall select another executive officer
from among the Board of Directors to serve for the balance of the
vacated term.

COMPENSATION: Members of the Executive Board shall receive no
compensation in their elected capacity but may be reimbursed for
expenses incurred for attendance at meetings and the performance of such
other services as may be required of them by the Board of Directors. Any
reimbursement for any expenses must be approved by unanimous vote of the
full nine (9) members of the Board of Directors.

CONDUCT OF BUSINESS: The conduct of business of the Corporation shall be
under the direction of the Board of Directors elected by the general
membership. The day to day business operations shall be reported and
under the direction of the President of the Board of Directors. The
Board of Directors shall consult with the President and be accountable
with the Executive Board between meetings of the Board of Directors.

DUTIES OF THE EXECUTIVE BOARD
1. The President shall be the chairperson of the Executive Board.
2. The executive board is to exercise the authority of the Board of
Directors between Board Meetings.
3. The executive board is to manage the Treasurer functions. During this
period,
the executive board shall work with a Certified Public Accountant (CPA)
to prepare audits, if necessary, compilations or any matters dealing
with the finances of the Corporation. During this period, the executive
board shall authorize at least two (2) members of the Board of Directors
to sign financial commitments in behalf of the Corporation.
4. The executive board may appoint additional committees necessary to
deal with such issues as:
• Finance
• Planning
• Membership
• Fund raising/dues
• Education
• Public relations/marketing activities or any other
All documents drafted for the Corporation shall be approved by the Board
of Directors by simple majority vote and forwarded by electronic main
(e-mail) to all directors before publishing. The document(s) shall be
considered approved unless a majority of Directors shall object within a
seventy two (72) hour period.
ADMINISTRATIVE STAFF COMPENSATION: The only permitted compensation is
for a administrative staff whose compensation and other terms of
employment shall be subject to the approval of the full nine (9) members
of the Board of Directors.
DUTIES of ADMINISTRATIVE STAFF:
To perform all duties designated by the Board of Directors;
To act as the chief administrator and staff officer of the Corporation
subject to approval of the Board of Directors;
1. To have general and direct supervision and management of the
Corporation’s property, affairs, staff, business and operations as
directed by the Board of Directors;
2. To conduct official correspondence of the Corporation; to preserve
the books, documents, and communications of the Corporation, the Board
of Directors, the Executive Board and all standing committees; be the
custodian of all documents.
3. To attend all meetings of the members, Board of Directors, Executive
Board and standing committees;
4. Report to the Corporation’s President, Executive Board and Board of
Directors;
5. To initiate the plan and preparation of an Agenda for all Board
Meetings, Executive Board Meetings or membership meetings.
6. To prepare drafts documents for Board of Directors approval using
Corporation procedure.
7. Receive and receipt for all monies required to be paid to the
Corporation. Send a complete list of all checks to be written to the
Treasurer for approval at least twice a month.
8. Ensure that notices are duly given in accordance with the provisions
of these bylaws or as required by law.
9. Report at each annual membership meeting.

Article X
Committees

The President in conjunction with the Executive Board shall appoint the
chairperson and other members of each other committee from the
membership of the Corporation unless non-members shall be required for
the proper functioning of the committee. The President in conjunction
with the Board of Directors shall prescribe the duties of each committee.
All committees’ appointments shall expire upon the ascension to the
office of a new President.
COMMITTEE MEMBERSHIP: All active members of the Corporation are eligible
to serve on a committee.
COMMITTEE MEETINGS: Committees shall meet at the call of the committee
chairperson, with prior notification, five (5) days before the meeting,
to the President. Committees may conduct business meetings by US Mail,
teleconference or electronic mail (e-mail).

COMMITTEE REPORTS: All committee reports shall be submitted to the
President and the Board of Directors for their consideration before
presentation at the annual meeting.
BYLAWS COMMITTEE:
1. COMPOSITION: The Bylaws committee shall be composed of at least three
(3) active members.
2. DUTIES: The bylaws committee shall:
• Review all proposed amendments to the Corporation bylaws, edit for
composition and submit recommendations for action;
• Have the right to originate amendments;
• In the event a revision is authorized, prepare and submit the proposed
revision to the membership.
• Ensure appropriate notice of proposed bylaws amendments.
• Recommend action to the general membership.
SPECIAL COMMITTEES: Special committees may be created by the President,
the Executive Board, the Board of Directors or by the mandate of the
active membership. Members of this committee shall be appointed by the
president with the approval of the executive board.

Article XI
Indemnification

The Corporation will indemnify any Director or officer of the
Corporation made a party or threatened to be made party to any
threatened, pending, or completed action, by suit or proceeding.
The officers, board of directors and employees of the Corporation are
indemnified to the extent of assets of this Corporation while acting in
good faith with the reasonable belief that their conduct was in the best
interest of the Corporation and with no reasonable belief that the
conduct was unlawful or in violation of these bylaws provided:
A. Only such counsel selected by the Board of Directors on behalf of all
officers, directors, and employees involved in any one claim shall be
included in this indemnification; and
B. each officer, director and employee shall follow the direction of the
Board of Directors in the defense of any claim or threatened claim as a
condition of indemnification. The provisions of s. 185.037, Wis. Stats.,
shall be used as a guide to the extent they do not conflict with these
laws or Chapter 181, Wis. Stats.

Article XII
Conflict of Interest

In order to avoid giving the wrong impression that a benefit would be
reciprocated, no active member of the Corporation, the Board of
Directors, or Staff paid or volunteers, will accept a gift from any
individual(s) which arise from such individual’s activities with the
Corporation.
In order to avoid a conflict of interest in what would be considered
news or critique of any event, which would need to be notified to the
community by the interest of the business owner, any active member of
the Corporation, the Board of Directors who happens to be the owner or
member of the press media (radio, newspaper, TV, etc.) will sign a
conflict of interest agreement and confidentiality agreement.
A member of the Board of Directors shall not vote on an issue that would
financially benefit such Director. The Corporation’s Officers, Board of
Directors, and/or Administrator shall recuse themselves from any
business of the Corporation where such individual may receive pecuniary
benefit.
A member of the Board of Directors should not on his or her own decision
make press release or communication to the press without prior
authorization of the Board of Directors.

Article XIII
Membership Responsibility-Code of Ethics

MEMBERSHIP RESPONSIBILITY- All active members of the Corporation shall
adhere to the Code of Ethics. Active members and staff paid or
volunteers, shall direct all potential Code of Ethics violations to the
Corporation Board of Directors.
CODE OF ETHICS- The members of this Corporation do hereby adopt this
Code of Ethics as a standard of conduct for the members of the
Corporation in their professional relationships with those they serve,
with the general public, with each other, and with their professions or
businesses and other owners and/or professionals.
1. An active member should deal with those he or she serves openly,
fairly, confidentially, respectfully and competently. An active members
shall:
a. Enter into business dealings with those whom he or she serves openly,
fairly and with solicitude for their emotional needs and financial
limitations.
b. Maintain confidentiality of communications with those whom he or she
serves.
c. Maintain an attitude of respect for the sanctity diverse opinions.
d. Maintain a sincere respect for all creeds, religions and customs.
e. Offer a broad range of personal services, goods and services
consistent with the needs and desires of the business families in the
community.
2. The members should assist in maintaining public confidence in the
integrity and competence of the Latino family and business community.
Members should:
a. Support high standards of education for members and the latino community.
b. Conduct himself or herself at all times with those he or she serves
and with other members of the public in accordance with proper business
standards and practices, honestly in all dealings and in a manner that
reflects favorably upon the Corporation.
c. Protect customs and traditions by adherence to the Latin culture.
d. Help attract to the Corporation qualified people of good character
and intellectual capacity and aid in their instruction.
e. Faithfully obey all federal and state laws, regulations and rules
governing the Corporation both in letter and in spirit.
3. A member should relate to other members of the Corporation with the
highest standards.

4. A member should:
a. Expose corrupt, dishonest or unethical practices by its members of
this Corporation to the appropriate regulatory authorities.
b. Cooperate in a professional manner with other members when service to
the Latino Community is needed or appropriate.
c. Cooperate with any agency(ies) with any investigations or inquiries.
d. Encourage adherence to the law, regulations or rules, and to this
Code of Ethics on the part of any member of the Corporation.

Article XIV
Parliamentary Authority

The rules contained in the current edition of Robert’s Rule of Order
Newly Revised shall govern the proceedings of this Corporation in all
cases to which they are applicable and in which they are not
inconsistent with these bylaws or any special rules of order that the
Corporation may adopt.

Article XV
Amendments
1. Any two (2) active members may propose amendments to the bylaws. Such
proposed amendment(s) shall be submitted in writing at least ninety (90)
days prior to the annual meeting.
2. These bylaws may be amended by two-thirds (2/3) vote at any annual or
special meeting provided that written notice of proposed amendments has
been mailed or electronically communicated (e-mailed) to all active
members of the Corporation at least thirty (30) days prior to the date
of the meeting.

Article XVI
Seal
The Corporation shall have no seal.

-END-
12/17/2005 Approved at the annual membership meeting at MATC in Madison,
WI.