NATIONAL HISPANIC CORPORATE COUNCIL FIFTH AMENDED BYLAWS

Approved August 6, 2003

ARTICLE 1: NAME

The name of this corporation shall be NATIONAL HISPANIC CORPORATE COUNCIL, INC.

ARTICLE 2: PURPOSES

The NHCC herein after referred to as the Corporation has been formed for educational purposes to develop substantial research and data to assist corporate America and the public to further focus on the Hispanic community. Specifically, the goals of the Corporation are:

To establish a continuous network for gathering and disseminating information of corporate and public interest about the Hispanic market;

Develop a nationwide network of corporate contacts and resources;

Assist in the continued professional development of Hispanic corporate executives;

Provide data on the state of Hispanics in corporate America.

In addition, this Corporation is formed for the purposes of performing all things incidental to, or appropriate in, achievement of the foregoing specific and primary purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes.

The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE 3: OFFICES

Section 1. Principal Offices.

The Corporation's principal office shall be fixed and located at such place as the Board of Directors (herein called the "Board") shall determine. The Board is granted full power and authority to change said principal office from one location to another.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE 4: NONPARTISAN ACTIVITIES

This Corporation has been formed under the General Nonprofit Corporation Law of the State of California for the charitable and educational purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purposes of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in the opposition to any candidate for public office.

ARTICLE 5: DEDICATION OF ASSETS

The properties and assets of this nonprofit Corporation are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise shall inure to the benefit of any private person or individual, or any Member, Director or officer of this Corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable and educational purposes which has established its tax exempt status under Internal Revenue Code Section 501(c)(3).

ARTICLE 6: MEMBERSHIP

Section 1. Qualifications. This Corporation shall have two levels of Membership as follows: (1) General Membership shall be open to the Fortune 1000 list of U.S. Industrial and Service Corporations, and the Standard & Poors 500 (or their equivalent) thereof, including, but not limited to manufacturing, utility and service companies and (2) Alumni Membership shall be open to, individuals who formerly were NHCC primary or alternate representatives for their company for two consecutive years.

A company (General Member) or individual (Alumni Member) shall be eligible for General Membership or Alumni Membership if they subscribe to the purposes and basic policies of the Corporation and their admission will contribute to the Corporation’s ability to carry out its education purposes, on approval of the appropriate membership application by the Board of Directors and/or the Membership Committee on timely payment of such dues and fees as the Board may fix from time to time. For General Members, subsidiaries of parent companies shall be eligible for their own membership and shall be entitled to the rights and benefits set out in Sections 2 and 3 of this Article.

Section 2. Rights of Membership. General Members shall have the right to vote, as set forth in these Bylaws, on the election of Directors, on assets, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the Corporation, and on amendment of the Corporation's Articles of Incorporation or Bylaws. In addition, Members shall have all rights afforded Members under the general Nonprofit Corporation law of the State of California and these Bylaws. This Corporation may benefit, serve, or assist persons who are not Members, but may restrict the provision of certain benefits, services, and assistance to Members. A Member may designate in writing the name or position of the individual entitled to vote or exercise its rights and to receive notices on behalf of the Member. Such designations and amendments thereto shall be filed with the records of this Corporation. No Member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon the dissolution of the Corporation.

A delegate shall have the right to cast a vote as long as the general member which the delegate represents is current in its dues. Each voting delegate shall cast one vote, which may be cast in person or by proxy, in either case in such manner as provided for in these Bylaws.

Any voting delegate member may vote by proxy; provided that the written proxy statement is in the hands of the President/CEO at least five days before the vote is called on any motion or the proxy is given to a duly authorized representative of the voting delegate member that shall represent and cast the vote in the absence of the voting delegate member.

Alumni Members shall not have the right to vote on any of the aforementioned. Alumni Members will:
Submit an Alumni Membership Application, which will be reviewed by the Membership Committee and accepted/denied.

Be able to participate in committees, but not be eligible to hold office, or be a member of the Board of Directors.

Use any NHCC information for personal use only and is prohibited from distribution any of the information

Be able to attend all NHCC Member events at the Member rate and receive all NHCC mailings.

Be able to utilize the NHCC as a networking opportunity but not as a forum to conduct personal business or and cannot solicit members.

Comply with the terms of Membership or their Membership may be revoked if actions are non-compliant with the agreement. The decision of the Membership Committee is final.

Section 3. Benefits of Membership. In addition to the rights enumerated above in Section 2, all Members shall be entitled to the following benefits:

Access to research and information on successful approaches used to reach the Hispanic market;

The opportunity to exchange ideas on corporate interest in the Hispanic community;

Access to the Membership Directory of corporate contacts and resources;

Participation in professional development seminars;

The opportunity to attend and participate in all meetings of the Board of
Directors, committee meetings and activities of the Corporation;

Receive the Corporation’s communications materials and;

Access to member companies, key business leaders, public officials and other successful Hispanic leaders and opinion makers.

Section 4. Dues, Fees and Assignments. Each Class of Member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. Those Members who have timely paid the required dues, fees and assessments and who are not suspended pursuant to Article 6, Section 6 of these Bylaws shall be Members in good standing. No dues, fees or assessments, once tendered, are returnable.

Section 5. Termination of Membership. Membership shall terminate on occurrence of any of the following events.

Resignation of the Member, on reasonable notice to the Corporation;

Expiration of the period of membership, unless the membership is renewed or the renewal terms are fixed by the Board;

Failure of the Member to pay dues, fees, or assessments as set by the Board within thirty (30) days after they become due and payable;

Occurrence of any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications; or

Expulsion of the Member under Article 6, Section 7 of these Bylaws based on the good faith determination by the Board that the Member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Corporation.

Section 6. Suspension of Membership. Any Member may be suspended under Article 6, Section 7 of these Bylaws, based on the good faith determination by the Board that the Member has failed in a material and serious degree to observe the Corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Corporation. Any class of Member whose membership is suspended shall not be a Member during the period of suspension.

Section 7. Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a Member under Article 6, Sections 5 or 6 of these Bylaws, the procedure set forth below shall be followed:

The Member shall be given 30 days prior notice, by any method reasonably calculated to provide actual notice, of the proposed expulsion or suspension and the reasons therefore. Any notice given by mail shall be sent by first class or registered mail to the Member's last known address as shown on the Corporation's records.

The Member shall be given an opportunity to be heard, either orally or in writing before the Board before the effective date of the proposed expulsion or suspension. At the Member’s request, a hearing shall be held, or the written statement considered, by the Board to determine whether the expulsion or suspension should take place.

The Board shall decide whether or not the Member should be suspended, expelled or sanctioned in some other way. The decision of the Board shall be final.

Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice shall be commenced within one year after the date of the expulsion, suspension, or termination.

Section 8. Transfer of Membership. No class of Membership or right arising from any Membership shall be transferred. All membership rights cease on the Member's dissolution or termination of membership pursuant to Article 6, Section 5 of these Bylaws.

Section 9. Liability for Debts or Obligations. No member or its designated representative to the Corporation, in the case of General Membership, is, as such, corporately or personally liable for the debts, liabilities, or obligations of the Corporation.

Section 10. Place of Meeting. Meetings of the Members shall be held at any place designated by the Board of Directors.

Section 11. Annual Meeting. The last meeting of the year shall be the Annual Meeting of the Members. The Board may, at its discretion, set the meeting at any other time. The Board of Directors shall fix the date and time and notify Members as provided in Article 6, Section 13.

Section 12. Special Meetings. A special meeting of all Members for any lawful purpose may be called at any time by the Board of Directors, Chairperson of the Board or by fifty percent (50%) or more of the Members. Any Member can call a special meeting by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairperson of the Board or the President. The Board must vote in favor of the special meeting. Upon Board approval of the requested special meeting, the President shall cause notice to be given promptly to the Members entitled to vote, in accordance with Article 6, Section 13 of these Bylaws, stating that a special meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 30 but no more than 90 days after receipt of the request is received, Nothing in this Section 12 shall be construed as limiting, fixing, or affecting the time at which a special meeting of the Members may be held when the special meeting is called by the Board. No other business, other than the general nature of business which was set forth in the notice of the special meeting, may be transacted at a special meeting.

Section 13. Notice of Meetings. Whenever Members are required or permitted to take action at a meeting, a written notice of the meeting shall be given at least 30, but no more than 90 days before the meeting date to each Member entitled to vote at that meeting. The notice shall be given either by first class, registered, or certified mail or by other means of written communication including electronic, charges prepaid, and shall be addressed to each Member entitled to vote at the last known address of that Member appearing on the books of the Corporation or at the address given by the Member to the Corporation for purposes of notice and shall be addressed to each Member entitled to vote. If no address appears on the Corporation's books and no address has been so given, notice shall be deemed to have been given if sent in writing to the Member Corporation's principal office.

Every notice shall specify the place, date and hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted; or (2) for a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the Members but except as provided in Article 6, Section 14 of these Bylaws, any proper matter may be presented at the meeting; the notice for any meeting where Directors are to be elected shall include the names of all nominees at the time notice is given.

Any proposal to:

Remove a Director without cause;

Amend the Articles of Incorporation; or

Dissolve the Corporation.

Is valid either by unanimous approval by those entitled to vote or a majority of those entitled to vote if the notice or written waiver of notice stated the general nature of the proposal(s).

Section 14. Quorum. One third (1/3) of the Corporation's membership shall constitute a quorum for the transaction of business at any meeting. Subject to the foregoing, the Members at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, if any action is taken after the withdrawal of enough Members to leave less than a quorum, the action must be approved by at least a majority of the Members required to constitute a quorum.

Section 15. Adjournment. Any Members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Members represented at the meeting. No meeting may be adjourned for more than 45 days. When a Members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 16. Voting. General Members in good standing as of the record date are entitled to vote at any meeting, except as hereafter set out with regard to the election of Directors, in good standing as of the record date determined in Article 6, Section 4 of these Bylaws. Voting may be by voice or ballot (including e-mail), except that any election of Directors must be by ballot as provided in Article 7, Section 4 of these Bylaws. Each Member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Members. Cumulative voting is prohibited. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Members, unless the vote of a greater number or voting by membership level is required by law, the Articles of Incorporation, or these Bylaws. In any election of Directors the candidates receiving the highest number of votes are elected. Each Member entitled to vote shall have the right to vote for as many nominees as there are vacancies on the Board of Directors.

Section 17. Waiver of Notice or Consent by Absent Members. The transactions at any meeting of Members, however called or noticed and whenever held, shall be valid if a quorum is present in person, (including via telephone or similar conference call device). Or if before the meeting, each Member entitled to vote, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of any meeting of Members except that if action is taken or proposed to be taken for approval of any of those matters specified in the last paragraph of Article 6, Section 13 of these Bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

A Member's attendance at the meeting shall also constitute a waiver, unless the Member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. A member at the close of business on the record date shall be a member of a record.

Section 18. Board of Directors’ Meetings. All Members in good standing may attend the Board of Directors’ Meetings, except for any specified closed sessions as indicated by the Chairperson of the Board of Directors. Members may sit in the designated area for visitors at the meeting. If a Member wishes to contribute to the Board discussion at hand, the Member must indicate this to the Chairperson of the Board of Directors and wait until the Chair opens the discussion to non-Board Members or the Member is addressed by the Chairperson.

Section 19. Guests. Members who wish to invite a guest to any official NHCC function, must seek approval from the President prior to the event. Guests are expected to follow the same protocol as other Members. They may utilize the NHCC as a networking opportunity but not as a forum to conduct personal business and cannot solicit Members.

ARTICLE 7: ELECTION OF DIRECTORS

Section 1. Appointment of Chairperson Nominations/Elections Committee. The Chairperson of the Nominations/Elections Committee will be appointed during the second quarter of the year by the Chairperson of the Board of Directors.

Section 2. Formation of Nomination/Elections Committee. The Committee Chairperson shall select and appoint four other persons to form the Nomination/Elections Committee. Only two current Members of the Board of Directors may be appointed to this committee. A Member, company or subsidiary, may not have more than one person appointed to the committee.

Section 3. Nominations For the Board of Directors. The committee shall identify qualified candidates for election to the Board of Directors two months before the Annual Membership meeting.

Sixty days prior to the election, each eligible candidate will receive a letter via first class mail or electronic mail indicating their eligibility for a seat on the Board of Directors.
The committee members will contact each qualified candidate, in writing or via telephone, 45 days prior to the Annual Member Meeting to ascertain candidate’s desire to be considered for a seat on the Board.
The chairperson of the committee shall submit to the Board of Directors the names of the final nominees in writing.
Thirty days prior to the election, the Chairperson of the Nominations/Elections Committee will secure documentation from the NHCC President and CEO as to each nominee’s activity and contributions to the organization since the last election. This information will be mailed, along with the ballot, to eligible voting Members via First Class mail or electronic mail 30 days before the Annual Meeting of the Members.

Section 4. Elections. Directors shall be elected by ballot (including e-mail) by the Corporations voting membership. Ballots containing the names of the nominees shall be distributed to the Members by first class mail to the Member's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the Member for purposes of notice. If no address appears on the Corporation’s books and no address has been so given, notice shall be deemed to have been given if mailed to the Member Corporation's principle office. A ballot shall be deemed distributed at the time it is deposited into the United States mail, postage prepaid.

The ballots must be mailed at least 30 days but no more than 45 days before the Annual Meeting of the Members.

Ballots must be submitted to the Corporation’s principle office at least five business days prior to the scheduled Annual Meeting of the Members. Ballots not received as prescribed will not be counted. Ballots submitted as prescribed will be counted prior to the Annual Meeting of the Members. The results of the elections shall be reported at the Annual Meeting.

ARTICLE 8: BOARD OF DIRECTORS

Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

To select and remove all the officers, agents and employees of the Corporation; assigned prescribed powers and duties to them not inconsistent with law, the Articles, or these Bylaws; fix their compensation; and require from them such security as may be appropriate.

To conduct, manage, and control the affairs and activities of the Corporation and to make such rules and regulations they may deem best provided they are not inconsistent with these Articles, or these Bylaws or applicable law. To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.

To borrow money and incur indebtedness for the purposes and on behalf of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidences of debt and securities therefore.

Section 2. Number of Directors and Gender Diversity. The Board of Directors shall consist of 15 members unless changed by amendment of the Articles or the Bylaws. At least 3 of the Directors shall be women and 3 shall be men.

Section 3. Selection and Term of office. Only persons designated by Members of the Corporation in accordance with Article 6, Section 2 of these Bylaws at the time of any such person's nomination for election as a Director (each such person, a "Representative") shall be eligible to be elected to the Board of Directors. Candidacy for and holding of the office of Director shall be personal to the Representative nominated and elected for such office; although, the Representative shall stand for and hold office in the name of the Member of the Corporation which designated that individual in accordance with Article 6, Section 2 of these Bylaws. A Representative is eligible to be nominated and elected if the Representative has attended at least one meeting of the membership and/or Board of Directors prior to his or her election in the year since the last elections. Only one (1) elected position on the Board of Directors may be held by a member company.

However, any Directors not elected at the Annual Meeting of the Members, may be elected at any special meeting of the Members held for that purpose. Each such Director, including a Director elected to fill a vacancy or elected at a special Members' meeting shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Directors may serve any number of consecutive terms.

Directors serve for a term of two consecutive years. Each Director’s term shall begin and end at the conclusion of the Corporation’s Annual Meeting at which the director was elected.

Section 4. Vacancies. A vacancy on the Board shall exist on the occurrence any of the following: (a) the death or resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has missed two (2) consecutive meetings of the Board of Directors; (c) the vote of the Directors to remove a Director pursuant to this Article 8, Section 5 of these By-laws; (d) an increase in the authorized number of Directors; or (e) the failure of the Members, to elect the number of Directors required to be elected as prescribed herein.

Except as provided in this paragraph, any Director may resign effective upon giving written notice to the Chairperson and/or the President, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. No Director may resign when the Corporation would then be left without a duly elected Director in charge of its affairs.

Except for a vacancy created by the removal of a Director, vacancies on the Board may be filled by vote of a majority of the Directors then in office, whether or not the number of Directors then in office is less than a quorum, or by vote of a sole remaining Director. The Members may fill any vacancy not filled by the Directors.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Upon a vacancy on the Board of Directors, the Chairperson shall consult the Chairperson of the Nominations/Elections Committee. The Committee Chairperson shall inform the Chairperson of the Board of Directors of the elections candidate with the greatest number of votes in the last election that was next in line for a seat on the Board. The Chairperson of the Board will offer the seat to that candidate. Upon acceptance of the seat by the candidate, the Chairperson of the Board of Directors shall inform the President, and then communicate the acceptance to the Board of Directors via first class or electronic mail or at the next Board of Directors meeting. The director appointed to fill the vacancy shall hold office for the unexpired term of the predecessor.

Section 5. Removal. A Director may be removed with cause pursuant to the procedure set forth below:

The Director shall be given 30 days prior notice, by any method reasonably calculated to provide actual notice, of the proposed removal and the reasons therefore. Any notice given by mail shall be sent by first class or registered mail to the Director's last address as shown on the Corporation's records.

The Director shall be given an opportunity to contest the removal either orally or in writing before the effective date of the proposed removal. A
hearing shall be held to hear the oral argument or the Board shall consider the written statement to determine whether the removal should take place.

The Board shall decide whether or not the Director should be removed or
sanctioned in some other way.

The decision of the Board shall be final. Any action challenging the decision of the Board, including a claim alleging defective notice must be commenced within one year after the date of the decision.

Section 6. Place of Meeting. Meetings of the Board shall be held at a place, date and time designated by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.

Section 7. Annual Meetings. The Board shall hold an Annual Meeting for the purpose of organization, selection of officers, and the transaction of other business. Annual Meeting of the Board shall be held during the last quarter of the year or any other time as set by the Board.

Section 8. Regular Meetings. The Board shall meet three times a year on such dates and at such times as may be fixed by the Board at its Annual Meeting.

Section 9. Special Meetings. Special meetings of the Board for a purpose may be called at any time by the Chairperson of the Board, Chair Elect, the Secretary, or any two Directors.

Special meetings of the Board shall be held upon four days' notice by first class mail or 48 hours notice given personally or by telephone, e-mail or other similar means of communication. Any such notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the Director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the Member Corporation's principal office.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.

Section 10. Quorum. Eight Directors constitute a quorum of the Board for the transaction of business, except to adjourn as set forth in Article 8, Section 13 of these Bylaws. 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, unless a greater number is required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action is taken is it must be approved by at least a majority of the required quorum for such meeting.

Section 11. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Members participating in such meeting can hear one another.

Section 12. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 13. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice adjourned meeting must be given to the Directors who were not present at the time of the adjournment.

Section 14. Action without Meetings. Any action required or permitted to be taken by the Board may be taken without a meeting if all Members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 15. Rights of Inspection. Every Director shall have absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation of which such person is a Director.

Section 16. Committees. The Board may appoint one or more committees, each consisting of one Director, and delegate to such committees any of the authority of the Board except with respect to:

The approval of any action for which the California Nonprofit
Public Benefit Corporation Law also requires approval of the Members or approval of a majority of all Members;

The filing of vacancies on the Board or any committee;

The fixing of compensation of the Directors for serving on the Board or on
any committee;

The amendment or repeal of Bylaws or the adoption of new Bylaws;

The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

The appointment of other committees of the Board or the Members thereof;

The approvals of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation laws.

Any such committee must be created, and the Members thereof appointed, by resolution adopted by a majority of the authorized number of Directors then in office, provided a quorum is present and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board Chairperson shall appoint the chairperson of each committee. The Board may appoint, in the same manner, alternate Members of any committee who may replace any absent Member at any meeting of the committee. The Board shall have the power to prescribe the manner in which committee proceedings shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article 8 on meetings and actions of the Board. Every committee shall keep minutes of each of its meetings.

Section 17. Fees and Compensation. Directors and Members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 18. Voting. Each director is entitled to one vote. No proxy voting will be allowed at any meeting of the Board of Directors.

Section 19. Unanimous Consent. In cases where there seems to be no opposition in routine business or questions; and in the presence of a quorum, the Chairperson of the Board of Directors may proceed with the business at hand by obtaining unanimous consent from the Board of Directors in lieu of a vote.

ARTICLE 9: OFFICERS

Section 1. Officers. At the conclusion of the Board meeting at the Annual Meeting, the newly elected Members of the Board of Directors and the continuing Members of the Board of Directors shall meet for the purpose of electing officers of the Corporation. The officers of the Corporation shall be a Chairperson of the Board, Chair Elect, Secretary and Treasurer. The Corporation may also have, at the discretion of the Board, Vice Chairs, Assistant Secretaries, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article 9. Any number of offices may be held by the same person except, as provided in the Articles or in these Bylaws, and except that the Secretary may not serve concurrently as the Chairperson of the Board. The Officers of the Board shall comprise the Executive Committee.

Section 2. Election. The officers of the Corporation, except such those elected or appointed as set forth in this Article 9, Section 3 or Section 5 shall be chosen annually by, and shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. Each officer shall be selected from within the ranks of the Board of Directors, and, must remain a Director during his or her entire term as an officer. Any officer whose term as a Director expires before the expiration of his or her term as an officer shall retain his or her office for the balance of that term if and only if he or she is re elected to the Board of Directors for a consecutive term following the expiration of his or her term as a Director. In the event that such Director is not re elected, or if any officer ceases to be a Director for any reason (whether by removal, resignation or other reason) during his or her term as officer, he or she shall be disqualified and considered automatically removed from office as of the date no longer a Director. The vacancy created by such disqualification and automatic removal shall be filled in the manner specified in Section 5 of this Article 9.

Section 3. Subordinate Officers. The Board may elect, and may empower the Chairperson to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office, have such authority, and perform duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4. Removal and Resignation. Any officer may be removed, with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification and automatic removal pursuant to Section 2 of this Article 9, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on a biannual basis. The successor officer shall serve for the remainder of the previous officers unexpired term.

Section 6. Chairperson of the Board. The Chairperson of the Board, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be, from time to time, assigned by the Board.

Section 7. Chair Elect. In absence or disability of the Chairperson of the Board the Chair Elect shall perform all duties of the Chairperson and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chairperson.

Section 8. Committee Chairs. In the absence or disability of the Chair Elect of the Board, the Executive Committee, in order of their rank as fixed by these Bylaws or the Board, shall perform all the duties of the Chair Elect and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair Elect. The Committee Chairs shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 9. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a Book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or, special and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation the original or a copy of the Corporation's Articles and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof as required by these Bylaws or by law, The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10. Treasurer. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Chairperson and the Directors, whenever they request it, an account of all transactions. The Treasurer shall oversee the financial condition of the Corporation, and shall have such other powers and perform such other duties a may be prescribed by the Board.

Section 11. President. The President shall function as the General Manager and Chief Executive Officer of the Corporation, and shall manage and administer the business affairs of the Corporation. The President shall be an ex officio (non voting) member of the Board of Directors and the Executive Committee. Where appropriate, the Board of Directors shall place the President under a contract of employment. The President shall serve at the pleasure of the Board subject to the terms of a contract of employment, if any. The President shall be responsible to and governed by the Board of Directors, shall report to and advise the Board on all significant matters of the Corporation's business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for and otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and Bylaws.

The President shall be responsible for the hiring and firing of all personnel, other than the officers elected by the Board, and shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. The President is authorized to contract, receive, deposit, disburse, a account for funds of the Corporation all bonds, contracts deeds, leases, and other written instruments authorized either generally or specifically by the Board to be executed by the Corporation; and to negotiate all material business transactions of the Corporation.

ARTICLE 10: "HONORARY MEMBERS"

Section 1. Founders and Past Chairperson’s (also previously known as Presidents). Founders of the National Hispanic Corporation Council, of which there were 12, shall retain honored status. Past Chairpersons (also previously known as Presidents) will also assume honored status and consist of all people who have been Chairpersons (also previously known as Presidents) of the NHCC, but whose term of office has terminated by reason of resignation or expiration of term, provided that said Chairpersons (also previously known as Presidents) shall not have been removed from office as set forth in Article 9, Section 4 of these Bylaws. Founders and Past Chairpersons (also previously known as Presidents) will remain publicly affiliated with the NHCC but have no authority on the Board of Directors; they may attend Board meetings but do not have a vote. Founders and past Chairpersons (also previously known as Presidents) shall be referred to as "Honorary Members."

Section 2. Active List of Founders and Past Chairman’s (also previously known as Presidents). The President shall keep an active list of the Founders and past Chairpersons (also previously known as Presidents).

Section 3. Communication with Founders and Past Chairperson’s (also previously known as Presidents). The NHCC will attempt to maintain continuing communication with all Founders and Past Chairpersons (also previously known as Presidents). At the discretion of the Chairperson, or the Executive Committee, copies of communications and reports transmitted by the NHCC to active network Members shall also be sent to Founders and Past Chairpersons (also previously known as Presidents).

Section 4. Assistance by Founders and Past Presidents (also previously known as Presidents). From time to time NHCC may call upon or seek the assistance of Founders or Past Chairperson’s (also previously known as Presidents) either individually or collectively, to accomplish the objectives and purposes of NHCC.

ARTICLE 11: OTHER PROVISIONS

Section 1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by the President the Corporation shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and unless so authorized by the Board, no officer agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose of amount.

Section 2. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

ARTICLE 12: INDEMNIFICATION

Section 1. Definitions. For the purposes of this Article 12 "agent" means any person who is or was a Director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer employee, or agent of another foreign or domestic Corporation, Partnership, joint venture, trust, or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic Corporation which was a predecessor Corporation of the Corporation or of another enterprise at the request of such predecessor Corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal administrative, or investigative; and "expenses" includes without limitations attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this Article 12.

Section 2. Indemnification in Actions by Third Parties. The Corporation shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of non-contender or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

Section 3. Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact hat such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. no indemnification shall be made under this Section 3:

In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person's duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity forth expenses which such court shall determine;

Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval;

Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

Section 4. Indemnification Against Expenses. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article 12 or, in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Determinations. Except as provided in Section 4 of this Article 12 any indemnification under this Article 12 shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article 12 by:

A. A majority vote of a quorum consisting of Directors who are not parties to such proceeding; or

B. The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Corporation.

Section 6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to pay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article 12.

Section 7. Other Indemnification. No provision made by this or a subsidiary's Directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of Members or Directors, an agreement, or otherwise, shall be valid unless consistent with this Article 12. Nothing contained in this Article 12 shall affect any right to indemnification to which persons other than such Directors and officers may be entitled by contract act or otherwise.

Section 8. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article 12 except as provided in Section 4 or 5(b), in any circumstances:

That it would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

That it would be consistent with any condition expressly imposed by a court in approving a settlement.

Section 9. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article 12 provided, however, that a Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

Section 10. Non-applicability to Fiduciaries of Employees' Benefit Plans. This Article 12 does not apply to any proceeding against any trustee, investment manager, or other fiduciary of any employee benefit. Plan in such person’s capacity as such, even though such person. may also be an agent of the Corporation as defined in Section 1 ' of this Article 12. The Corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.

ARTICLE 13: FISCAL YEAR

The fiscal year for this Corporation shall be from January 1st to December 31st.

ARTICLE 14: CORPORATE SEAL

The seal of the Corporation shall be circular in form and shall bear the names of the Corporation and words and figures showing that it was incorporated in the State of California in the year 1986.

ARTICLE 15: AMENDMENTS AND REVISIONS

Subject to the rights of Members under this Article 15 the Board may adopt, amend, or repeal Bylaws unless the amendment would materially and adversely affect the Members' rights as to voting. Proposed amendments to these Bylaws must be in writing and sent to the Directors at least seven days in advance of the Board meeting at which they will be considered for adoption. The Board may not extend the term of a Director beyond that for which the Members elected the Director.

Once Members have been admitted to the Corporation, the Board may not, without the approval of the Members, specify or change any Directors, fix or change the minimum or maximum number of Directors, or change from a fixed number of Directors to a variable number of Directors or vice versa.

If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

Without the approval of the Members, the Board may not adopt, amend, or repeal any Bylaws that would:

Increase or extend the terms of Directors;

Increase the quorum for Members meetings;

New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of the Members. Any provision of these Bylaws that requires the vote of a larger proportion of the Members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a Director beyond that for which the Director was elected.

Last updated: February 24, 2008