BYLAWS Of the HISPANIC POLITICAL ACTION COMMITTEE OF SILICON VALLEY


ARTICLE I – NAME

Section 1 HPAC/HPACSV Defined - Hispanic Political Action Committee of Silicon Valley hereinafter referred to as HPAC or HPACSV, a non¬profit unincorporated association which is an independent organization aligned with the Hispanic Chamber of Commerce Silicon Valley in the State of California.


ARTICLE II – Purposes

Section 1 Purpose - The primary purpose of this organization is to promote community support for candidates for elective federal, state, or local offices who support Latino business interest issues. The organization will make independent expenditures in support of, or in opposition to, candidates and or issues.

Section 2 Financial Contributions - The organization shall also make contributions from raised funds to encourage other persons to enter into political work (without regard to party affiliation), which persons, by their acts, have demonstrated their interest in the private enterprise system and in the promotion of Hispanic owned businesses in Santa Clara County, and the State of California.


ARTICLE III – Offices

Section 1 Principal Office - The principal office of the organization shall be located in, San Jose, California as designated by the Board of Directors.


ARTICLE IV - Membership

Members shall consist of those voluntary contributors who are sympathetic to the purposes of the HPACSV, who are offered membership by the Board of Directors upon receipt of their contribution. Otherwise, a contributor will not automatically become a member of this Committee and his relationship to it will only be as a donor to a political committee. The Executive Committee may refuse any contribution, with or without reason, and the Executive Committee will set forth in writing to any requesting contributor that the contributor has not become a member.

Member rights include the ability to attend events and board meetings. Confidentiality in meetings is required. Members may indicate they are members of the HPACSV, but may not act on or behalf of the HPACSV without prior board approval, especially in a matters of public policy and or when addressing the media.


ARTICLE V - Board of Directors

Section 1 Powers - The powers of this organization shall be vested in a Board of Directors subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws.

Section 2 Activities - The association’s activities and affairs shall be managed and all corporate powers shall be exercised by or under Board’s directions.

Section 3 Number of Board Members - The Board of Directors shall consist of not less than five (5) or not more than twenty (20) Permanent Directors until changed by amendment to these bylaws. The exact number shall be fixed, within these limits, by a resolution adopted by the Board of Directors.

Section 4 Term Limits – Board members shall be limited to 3 (three) 2 (two) year term limits. The initial Executive Committee, consisting of Miguel Olivo - Chair, James Duran – Vice Chair, Hector Guerra - Treasurer and Carmen Montano – Secretary, shall be eligible to serve for an initial 3 (three) year term, followed by up to 2 (two) additional 2 (two) year terms.

Section 5 Independent Action Limits - A director(s) cannot independently represent or act on behalf of HPACSV without the consent of the Board of Directors.

Section 6 Source of Vacancies on the Board - A vacancy or vacancies on the board of directors shall be deemed to exist on the occurrence of any of the following:

(1) the death, resignation, or removal of any director;

(2) the declaration by resolution of the board of directors of a vacancy in the office of a director who has been declared of unsound mind by an order of court, has been convicted of a felony, or has been found by final order of judgment of any court to have breached, with respect to this organization, a duty as specified in sections 7230 and following of the California Non-Profit corporation Law;

(3) the action of the Chair of HPAC to remove a director;

(4) the increase of the authorized number of directors;

(5) the failure of the Chair of HPAC to designate directors to fill all of the positions on the board with respect to which vacancies then exist or will exist on the subsequent January 1; or

(6) the removal of a director by his place of business from the state of California.

Section 7 Vacancy Fill Process - The board of directors shall fill any vacancy or vacancies which for any reason may exist on the board of directors. The Chair of the HPAC may appoint a director or directors at any time to fill any vacancy or vacancies not filled by the board of directors. The Board of Directors must ratify the appointment within 90 days or else must hold an election for a replacement.

Section 8 Officers and Executive Committee - The board of directors shall elect a chair, vice chair, secretary, a Treasurer and a Sergeant-at-arms, and shall be known as the Executive Committee.

Section 9 Regular Meetings - Regular meetings of the board of directors shall be held, at such times as shall from time to time be fixed by the board of directors. Such meetings shall be held at a place designated by the Chair of the Board. The Chair of the Board shall give written notice of the time and place of any such regular meeting at least 3 days prior thereto by first-class mail, postage prepaid; provided, however, that notice of any such regular meeting may be given personally or by telephone or e-mail at least 24 hours prior thereto.

Section 10 Special Meetings - The Chair of the Board, any two officers, or a majority of the Board of Directors shall have the right at any time to call a special meeting of the board of directors, such meeting may thereupon be called by said directors by giving written notice of the time and place of such special meeting at least 4 days prior thereto by first-class mail, postage prepaid, or by giving notice personally or by telephone or e-mail at least 72 hours prior thereto.

Section 11 Board Quorum Defined - Fifty percent plus one shall constitute a quorum of the Board of Directors for the transaction of business. Every act, or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum of that meeting. Voting by proxy is not permitted.

Section 12 Transaction Validation - The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be valid as taken at a meeting duly held after regular call and notice (where otherwise required) if (a) a quorum is present and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Section 13 Board Meeting Required for Official Action - Any action required or permitted to be taken by the board of directors may be not be taken without a meeting of the board of directors, and such action shall be recorded by the secretary and made part of the minutes of the organization.

Section 14 Virtual Meeting Attendance - Directors may participate in a meeting through the use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting by such means constitutes presence in person at such a meeting. A quorum of the directors must be established pursuant to Section 11 of this article.

Section 15 Authority to Engage Consultants - The Chair of the Board of Directors, with the consent of the Board Directors, may make use, and may engage the services, of such consultants (specifically including, but not limited to, persons and entities registered as lobbyists and as lobbyist employers, respectively, under the Political Reform Act of 1974, as amended) for the purpose of advising them in connection with carrying out their duties as such officers and directors of this organization.

Section 16 No Compensation - No director shall be entitled to any compensation for serving as such director.

Section 17 Rules of Conduct - All members of the Board of Directors shall adhere to and be held accountable for professional conduct as outline in “Exhibit A” “Rules of Conduct” made part of these bylaws. Violations of the code of conduct may be cause for removal.

Section 18 Leave of Absence (LOA) – Board members are eligible to take a leave of absence for up to six months. A written request must be submitted to the Board Chair stating the reason for the request. If approved, after six months, the LOA expires and the individual must make a new application to gain a seat on the Board. If the Board Member wishes to return to active Board Member status within the LOA time frame, then they must send a written request to the Chair and may be given the opportunity to serve out their term. Time taken while on leave shall count as time served for purposes of reapplying for active status on the board.


ARTICLE VI – Officers

Section 1 Officers - The officers of the HPAC shall include a Chair, Vice Chair, Treasurer, Secretary and Sergeant-At-Arms.

Section 2 Office Terms – Officers are elected by majority of Board Members. Each officer shall take office at the time designated by the Board of Directors, based on a majority vote of those present at a meeting. The term of office shall be for two years. Officers may run for unlimited successive terms while they are on the Board.

Section 3 Removal & Resignation of Officers – Officers may also be removed by a majority vote of the Board of Directors or until they resign. Any officer may resign at any time and is requested to give written notice to the Chair, although a verbal acceptance by the Chair is sufficient to accept such resignation.

Section 4 Officer Job Descriptions – See attachment. Specific Duties assigned to each position may vary over time and do not require revisions to these Bylaws unless they are in conflict.


ARTICLE VII -Committees

Section 1 - The HPACSV shall have the following standing committees: Local (city), County, State legislative, Fundraising, Economic Development, Leadership/Educational. The Board of Directors, at their discretion, shall approve ad-hoc committees that shall be established for one purpose and shall terminate upon the completion of such purpose.

Section 2-The routine business and affairs of HPAC may be conducted by an Executive Committee consisting of the Chair, Vice Chair, Secretary, Treasurer and Sergeant-at Arms.

The Executive Committee shall have the power to do all acts necessary to effectuate the purposes of HPAC, subject to the limitations and consistent with the provisions of these Bylaws and applicable California and federal laws and regulations. All votes of the Executive Committee shall be by voice vote or written vote and may be taken with or without a meeting.

The Executive Committee shall have the power to act on behalf of the Board of Directors when actions must be taken between regular Board meetings, with such actions subject to ratification by the Board of Directors at its next subsequent meeting. The Executive Committee shall report all actions taken on a regular and timely basis to the Board of Directors.

The Executive Committee shall also serve as the core group of any subcommittee making political contribution recommendations.

(When we agree to the definition of each committee, at the retreat it can be added to this section)


ARTICLE VIII - Operations

Section 1 Operating Year - The operating year for the HPAC shall be the calendar, namely from January 1 through December 31.

Section 2 Geographic Territory - The purpose of this organization to support and to take interest only in local, regional and California state offices and candidates.

Section 3 Quarterly Meeting - The HPACSV shall conduct at least one meeting per quarter at which all members are invited.

Section 4 Annual Meeting - The HPACSV Board of Directors shall conduct at least one annual meeting per year to: review the financial position at year’s end, strategic planning for the coming year, prepare an annual operating budget, report to the members at large, and vote on officers.


ARTICLE IX - Bylaw Amendments

The board of directors is empowered to adopt, amend, or repeal the constitution or bylaws of this organization by 2/3 of the directors present at a duly called meeting.

ARTICLE XX

Hpacsv may dissolve at any time by action of the Board of Directors by 2/3 of the members present at a duly called meeting. Upon dissolution the assets, if any, shall be distributed as allowed by law of the State of California


I, the undersigned, am the Chairperson of the HPAC. I hereby certify that the foregoing, consisting of eight pages (including this page), is a complete and accurate copy of the Constitution and Bylaws of the HPAC.