Our Board Members

MISSION 

In accordance with Article III of the articles of incorporation of Centro Latino SER-Jobs for  Progress, A Nonprofit Corporation, the mission of the corporation is to create an environment in  which the rapidly growing Latino community has opportunities allowing them to effectively  participate in and contribute to the success of Pierce County. 

OFFICES 

The principal office of the corporation in the State of Washington shall be located in the City of  Tacoma, County of Pierce. The corporation may have such other offices, as the Board of  Directors may determine or as the affairs of the corporation may require from time to time. 

The corporation shall have and continuously maintain in the state of Washington a registered  office, and a registered agent as required by the Washington State Nonprofit Corporation Act.  The registered office may but need not be identical with the principal office in the State of  Washington, and the Board of Directors may change the address of the registered office from  time to time. 

BOARD OF DIRECTORS 

Section 1. General Powers 

The affairs of the corporation shall be managed by its Board of Directors as stated in the  Washington Nonprofit Corporations Act, Title 24 RCW: Corporations (Nonprofit). 

Section 2. Specific Powers 

(a) No less than 50% plus one board member of the total number of board positions can  constitute a quorum. 

(b) The Board has the Authority to: 

1. Appoint, and set the compensation of an Executive Director, who will be the paid Chief  Executive Officer of the Corporation; 
2. Remove from Office, in accordance with removal procedures contained in the Personnel  Policies Manual, the Executive Director. 
3. Approve the annual budget developed by the Executive Director and the Director of  Finance in coordination with the Finance Committee.

 Section 3. Composition and Election of Board Members 

(a) Size of Board of Directors 

The Board recognizes that a well-balanced membership within the Board of Directors  provides a diversity of viewpoint beneficial to the conduct of the business of Centro  Latino. For that reason, the number of directors shall range from no fewer than four (4) to no  greater than nineteen (19) members. Efforts will be made to keep the number of active Board  members close to the higher, as opposed to the lower end of the range. Board members that  remain interested in serving but are unable to maintain regular attendance will be identified  as pro-term members of the Board. 

(b) Tenure of Board Member 

Members of the Centro Latino Board of Directors shall serve for a term of two years. Upon  motion by a Board member whose term has not expired, any Board member may serve  additional, consecutive two-year terms if the motion and/or future motions are approved by a  majority of the Board. 

(c) Election of Officers 

The Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Secretary  and Treasurer of the Board of Directors shall be elected, at the June board meeting, with  change of officers to commence at the July meeting. Elections of the Chairman and the  Treasurer will occur during even years and the elections of the Vice Chair and Secretary shall  occur during odd years to best maintain the continuity of the executive committee. 

1. The Chairman, Vice Chairman, and Secretary/Treasurer shall be limited to a term of two  years unless re-elected thereafter. 

The election procedure will require that an individual’s name be placed in nomination by a board  member, and seconded by another board member. If more than two members are nominated for a  position and no member receives a majority, the two individuals receiving the highest number of  votes will be entered in a run of vote. 

In the event of a tie, the individual with the longest tenure on the Board shall receive the office. 

2. Any member of the Board may be removed by the Board whenever in its judgment the  best interests of the corporation would be served thereby, including, without limitation,  for malfeasance, nonfeasance, or any other acts deemed detrimental to the good name and  standing of the corporation. A two-thirds (2/3) vote of the directors is required to carry  out this action. Such removal shall be effective immediately upon the Board’s vote to  remove. 
3. Resignation. Any Director may resign by submitting awritten resignation to the  Secretary of the Board of Directors.

Section 4. Method of Selection of Directors 

(a) Any member of the Board may nominate candidates from the floor. The Chair subject to  seconding by at least one additional member will accept such nominations. 

Section 5. Vacancies 

Vacancies on the Board may be filled by majority vote of the Board of Directors for the  unexpired portion of the term. 

Section 6. Compensation 

The Board of Directors shall serve as volunteers without compensation. However, by resolution  of the Board of Directors, members of the Board of Directors may be paid their expenses, if any,  for attendance at meetings and for other ordinary and necessary expenses as the Board may  direct. 

Section 7. Voting Rights 

Each member of the Board of Directors shall have one vote on all matters brought before the  Board of Directors, and voting by proxy shall be allowed. Any board member shall be allowed to  carry another board member proxy. 

DIRECTOR’S MEETINGS 

Section 1. Annual Board Retreat 

An Annual Board retreat should be recommended. 

Section 2. Special Meetings 

Special meetings of the Directors may be called by the Chair of the Board from time to time as  necessary with prior written notice given to all members. 

Section 3. Meetings of the Board 

The board, subject to availability of its membership, shall schedule and conduct monthly  meetings beginning September of each year. The board will establish the date and time. 

Section 4. Notice 

Written notice stating the place, day and hour of any meeting of the Board shall be delivered,  either personally or by electronic or regular mail, to each member. 

Section 5. Quorum 

The board shall only conduct business when at least 50% plus one board member of the total  membership is present, as defined in Article III, Sect. 2(a).

Section 6. Manner of Acting.

A majority of the votes entitled to be cast on a matter to be  voted upon by the Directors present at a meeting at which a quorum is present shall be necessary  for the adoption thereof unless a greater proportion is required by law or by these Bylaws, except  that a 2/3 vote of all Board Members shall be required to appoint and/or remove Board Members  to hire and/or fire an Executive Director; and to hire and/or fire an interim Director. 

(a) Parliamentary procedures will be followed as provided in Roberts Rules of Order Newly  Revised Edition.

OFFICERS 

Section 1. Officers of the Board of Directors 

(a) The Officers of the Board of Directors shall consist of a Chair, Vice-Chair/Treasurer, and  Secretary. The duties of each shall be those customarily attributed to them under usual corporate  practices, and as set forth below. 

Section 2. Vacancies. In the event of a vacancy for an Officer of the Board (Officer) the Board  should, within thirty (30) days, appoint a new Officer to serve for the duration of the term of the  Officer who vacated, except as noted in Section 4 of this Article. 

Section 3. Chair. The Chair shall be the presiding officer of the Board of Directors. Subject to  the direction of the Board, the Chair shall convey to the Executive Director, instructions and  policy decisions of the Board and shall provide assistance and guidance in interpreting and  implementing such policies and instructions, and follow Roberts parliamentary Rules as  delineated in section 6 (a), above. 

(a) The Chair shall: 

1. When present, preside at all meetings of the Board; 
2. Sign, with the Secretary or other Officer or staff member of the corporation thereto  authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or any other  instruments which the Board has authorized to be executed, except in cases where the signing  and execution thereof shall be expressly delegated by the resolution of the Board or by these  Bylaws to some other Officer or agent of the corporation, or shall be required by law to be  otherwise signed or executed; 

(3) Subject to the requirements and limitations of Article IX, Section 1, appoint Directors to  both standing and ad hoc Committees, serve as Chairperson of the Executive Committee,  designate Chairs of other committees, and fill any vacancy occurring; 

(4) Perform such other duties as may be prescribed by the Board of Directors from time to  time. 

Section 4. Vice-Chair/Treasurer.

(a) In the absence of the Chair or in the event of his/her inability or refusal to act, the Vice Chair/Treasurer shall perform the duties of the chair, and when so acting, shall have the  powers of and be subject to all restrictions upon the Chair, and shall perform such other  duties as from time to time may be assigned to him/her by the Chair or the Board of  Directors, and follow Roberts parliamentary Rules as delineated in section 6 (a) above, In  the event of the Chair’s death, resignation, or incapacity, the Vice-Chair/Treasurer will  assume the duties until such time as the Board has designated its replacement. 

(b) The Vice-Chair/Treasurer shall serve on the Executive Committee. 

(c) At each Board meeting, the Vice Chair/Treasurer, or his/her designee, shall give a full report  to the Board of the financial standing of the corporation, and follow Roberts parliamentary  Rules as delineated in section 6 (a) above; and Serve on the Executive Committee 

(d) The Vice Chair/Treasurer shall ensure that the organization’s account shall be audited at  minimum once annually, and be in compliance with all audits by a non-member certified  public accountant approved by the Board of Directors. 

Section 6. Secretary 

The Secretary shall: 

(a) Keep the minutes of the Board of Directors meetings in one or more books provided for the  purpose; ensuring that all Board action is printed, published and indexed; and follow Roberts  parliamentary Rules as delineated in section 6 (a) above. 

(b) See that all notices are duly given in accordance with the provision of these Bylaws or as  required by law; and 

(c) Serve on the Executive Committee; 

(d) In general, perform all duties relating to the Office of Secretary and such other duties as may  be assigned by the Chair or Board of Directors. In the event the secretary is unable to perform  said duties, they shall appoint a designee. 

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Section 1. As used in this article; 

1. “Expenses” includes attorneys’ fees. 
2. “Official Capacity” means: (1) when used with respect to a director, the office of  director in the corporation, and (2) when used with respect to a person other than a  director as contemplated in Subsection 10 of this Article VI, the elective or appointive  office in the corporation held by the officer or the employment or agency relationship  undertaken by the employee or agent in behalf of the corporation, but in each case does  not include service for any other foreign or domestic corporation or any partnership,  joint venture, trust, other enterprise, or employee benefit plan.

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1. “Party” includes a person who was, is, or is threatened to be made, a named defendant or  respondent in a proceeding. 
2. “Proceeding,” means any threatened, ending or completed action, suit, or proceeding  whether civil, criminal, administrative, or investigative. 

Section 2. The corporation shall indemnify any person made a party to any proceeding (other  than a proceeding referred to in subsection 4 of this Article VI) by reason of the fact that the  person is or was a director against judgments, penalties, fines, settlements and reasonable  expenses actually incurred by them in connection with such proceeding if: 

1. The person conducted himself in good faith, and: (1) in the case of conduct in their own  official capacity with the corporation, reasonably believed their conduct to be in the corporation’s  best interests, or (2) in all other cases, reasonably believed their conduct to be at least not  opposed to the corporation’s best interest; and 
2. In the case of any criminal proceeding, had no reasonable cause to believe his conduct  was unlawful. 

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of  nolo contendere or its equivalent, shall not in and of itself be determinative that the person did  not meet the requisite standard of conduct set forth in this subsection. 

Section 3. The corporation shall indemnify any person made a party to any proceeding by or in  the right of the corporation by reason of the fact that the person is or was a director against  reasonable expenses actually incurred by them in connection with such proceeding if he  conducted themselves in good faith; and: 

1. In the case of conduct in their official capacity with the corporation, they reasonably  believed their conduct to be in its best interest; or 
2. All other cases, he reasonably believed their conduct to be at least not opposed to its best  interests; PROVIDED THAT no indemnification shall be made pursuant to this  subsection in respect to any proceeding in which such person shall have been adjudged to be liable to this corporation. 

Section 4. A director shall not be indemnified under subsection 2 or 3 of this Article VI in  respect to any proceeding charging improper personal benefit to them self, whether or not  involving action in his official capacity, in which they shall have been adjudged to be liable on  the basis that personal benefit was improperly received. 

Section 5. Unless otherwise limited by the Articles of Incorporation, a director who has been  wholly successful, on the merits otherwise, in the defense of any proceeding referred to in  subsection 2 or 3 of this Article VI shall be indemnified against reasonable expenses incurred by  them in connection with the proceeding. 

Section 6. The corporation shall make no indemnification under subsection 1 or 2 of this Article  VI unless authorized in the specific case after a determination that indemnification of the director 

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is permissible in the circumstances because they have met the standard of conduct set forth in the  applicable subsection. Such determination shall be made: 

1. By the Board of Directors by a 2/3 vote of the entire board consisting of directors not at  the time parties to such proceedings; or subject to the limitations of section 2 of article  III. 
2. If 2/3 majority vote of the entire board cannot be obtained, then by a majority vote of a  committee of the Board, duly designated to act in the matter by a majority vote of the full  Board (in which designation directors who are parties might participate and consisting  solely of two or more directors not at the time parties to such proceeding); or 
3. In a written opinion by legal counsel, other than an attorney, or a firm having associated  with it an attorney, who has been retained by or who has performed services within the  past three years for the corporation or any party to be indemnified, selected by the Board  of Directors or a committee thereof by vote as set forth in a or b of this subsection, by a  majority vote of the full Board (in which selection directors who are parties may  participate). 

Authorization of indemnification and determination as to reasonableness of expenses shall be  made in the same manner as the determination that indemnification is permissible, except that if  the determination that indemnification is permissible is made by such legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall  be made in a manner specified in c of this subsection for the selection of such counsel. 

Section 7. Reasonable expenses incurred by a director who is a party to a proceeding may  be paid or reimbursed by the corporation in advance of the final disposition of such  proceeding: 

1. After a determination, made in the manner specified by subsection 6 of this Article VI,  that the information then known to those making the determination (without undertaking further  investigation for the purposes thereof) does not establish that indemnification would not be  permissible under subsections 2 or 3 of this Article VI and 
2. Upon receipt by the corporation of: 
3. A written affirmation by the director of their good faith belief that they have met  the standard of conduct necessary for indemnification by the corporation as  authorized in this Article VI; and 
4. A written undertaking by or on behalf of the director to repay such amount if it  shall ultimately be determined that they have not met such standard of conduct. 

The undertaking required by b. (2) of this subsection shall be an unlimited general obligation of  the director, but need not be secured, and may be accepted without reference to financial ability  to make the repayment. Payments under this subsection may be authorized in the manner  specified in subsection 6 of this Article VI. 

Section 8. No provision for the corporation to indemnify a director who is made a party to a  proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of the  directors, an agreement, or otherwise (except as contemplated by subsection 11 of this Article

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VI), shall be valid unless consistent with this Article VI, or to the extent that indemnity  hereunder is limited by the Articles of Incorporation, consistent therewith. Nothing contained in  the Article shall limit the corporation’s ability to reimburse expenses incurred by a director in  connection with their appearance as a witness in a proceeding at a time when they have not been  made a named defendant or respondent in the proceeding. 

Section 9. For purposes of this Article VI:  

The corporation shall be deemed to have requested a director to serve an employee benefit plan  where their performance of the director’s duties to the corporation also imposes duties on, or  otherwise involves services by, the director to the plan or participants or beneficiaries of the  plan; and action taken or omitted by the director with respect to an employee benefit plan in the  performance of their duties for a purpose reasonably believed to them to be in the interest of the  participants and beneficiaries of the plan shall be deemed to be for a purpose which is not  opposed to the best interest of the corporation. 

Section 10. Unless otherwise limited by the Articles of Incorporation: 

1. An officer of the corporation shall be indemnified as and to the extent provided in  subsection 5 of this Article VI for a director; 
2. The corporation shall provide indemnification, including advances of expenses, to an  officer, employee, or agent of the corporation to the same extent that it may indemnify  directors pursuant to this Article VI except that subsection 12 of this Article shall not  apply to any person other than a director; and 
3. The corporation, in addition, shall have the power to indemnify an officer who is not a  director, as well as employees and agents of the corporation who are not directors, to  such further extent, consistent with law, as may be provided by the Articles of  Incorporation, these Bylaws, general or specific action of the Board of Directors, or  contract. 

Section 11. The corporation shall have power to purchase and maintain insurance on behalf of  any person who is or was a director, officer, employee, or agent of the corporation or who is or  was serving at the request of the corporation as an officer, employee or agent of another  corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against  any liability asserted against them and incurred by them in such capacity or arising out of their  status as such, whether or not the corporation would have the power to Indemnify them against  such liability under the provisions of this Article VI. 

CONTRACTS, LOANS, CHECKS, AND DEPOSITS 

Section 1. Contracts 

The Executive Committee of the Board of Directors shall provide written authorization to  designated Officers or staff members to enter into any contract or execute and deliver any  instrument in the name of or on behalf of the corporation, and such authority may be general or  confined to specific instances. The Executive Director of the corporation, or any other employee 

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specifically authorized in writing by the Board, may enter into, sign, and execute contracts for  any programs or projects for the benefit of the Corporation in accordance with these Bylaws and  the corporation’s Articles of Incorporation with private or public agencies in the United States  and its territories, as the duly authorized agent for the Corporation; and any such contract entered  into by the Executive Director, or the Board’s designee, shall be considered binding on this  corporation. 

Any contract or other transaction between this corporation and one or more of its directors, or  between this corporation and any corporation, firm, association or other entity of which one or  more of its directors are members, directors, officers or employees or in which they are  interested, shall be valid for all purposes, notwithstanding the presence of such director or  directors at the meeting of the Board of Directors which acts upon or in reference to such  contract or transaction, voting or otherwise, even though his or their presence or vote, or both,  might have been necessary to obligate this corporation upon such contract or transaction;  provided that the fact of such interest shall be disclosed to or known by the Directors acting on  such contract or transaction. 

Section 2. Loans 

No loans shall be contracted on behalf of this corporation, and no evidence of indebtedness shall  be issued on its name unless recommended by the Executive Director and authorized by a 2/3  majority vote of the entire membership of the Board. 

Section 3. Checks, Drafts, etc.  

All checks, drafts, or other orders for the payment of money, notes or other evidences of  indebtedness issued in the name of the corporation may be signed by employees of the  corporation authorized in writing to do so by the Officers of the Board. These individuals shall  be bonded through an employee fidelity bond in an amount fixed by the Board. 

Section 4. Deposits 

All funds of the corporation, whether acquired by gifts, contracts or any other legitimate means,  not otherwise employed, shall be deposited to the credit of the corporation in such bank, trust  companies, or other depositories as the Board of Directors may select. 

Section 5. Bonding 

All Officers and employees of the corporation who are charged with handling money on behalf  of the corporation shall be bounded through an employee fidelity bond or other appropriated  bond in case of misappropriation or misconduct. 

Section 6. Financial Reports 

The Treasurer or their designee shall furnish financial reports as directed by the Board at each  regular Board of Directors meeting.

MISCELLANEOUS 

Section 1. Amendments 

Subject to the limitations of Article III, Section 2, these Bylaws may be altered; amended and/or  new Bylaws may be adopted by concurring vote of two-thirds of the members of the Board of  Directors. 

Section 2. Notice 

Notice of amendment of the Bylaws shall be given in writing with copies of all proposed changes  thirty days prior to the meeting of the Board of Directors. 

Voting by proxy is allowed. 

Section 4. Order of Business at Directors’ Meetings 

The secretary of the Board of Directors shall provide an agenda for all meetings and such agenda  shall follow Roberts parliamentary Rules. The order of business at any regular or special meeting  of the Board of Directors shall be: 

(a) Calling of the roll; 

(b) Reading and approval of minutes 

(c) Treasure’s report 

(d) Director’s Report 

(e) Report of Officers and committees; 

1. Unfinished business 

(g) New business; 

(h) Notice of next Meeting; 

(i) Adjournment. 

Section 5. Audit of Books 

Auditors shall be designated by the Board, prior to the close of business in each fiscal year, who  shall audit and examine the books of account of the corporation and shall certify to the Board the  annual balances of said books which shall be prepared at the close of the fiscal year under the  direction of the Treasurer. No Director or Officer of the corporation, and no firm or corporation  of which such Officer or Director is member, shall be eligible to discharge the duties of auditor. 

Section 6. Parliamentary Law 

All questions of parliamentary procedure, if not provided for in these Bylaws, shall be resolved  by reference to Robert’s Rules of Order Newly Revised Edition. 

Section 7. Conflict in Bylaws 

These Bylaws and each and every provision thereof shall be consistent with the corporation’s  Articles of Incorporation. In the event any provision or portion of the Bylaws of the corporation 

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shall be determined to be inconsistent with same then (a) such provision or portion shall be  deemed null, void and of no force and effect; (b) the rest of the Bylaws shall remain in full force  and effect; and (c) as soon as reasonably practicable, the board of directors shall modify the  affected portion or section of the Bylaws to as to make it consistent with the articles of  incorporation of the corporation and with the purpose 

Section 8. Books and Records 

The corporation shall keep correct and complete books and records of account and shall also  keep minutes of the proceedings of its members, Board of Directors and committees having any  of the authority of the Board of Directors, and shall keep at its registered or principal office for at  least three years or whatever period of time is indicated by statutory law, after the closing of each  fiscal year a record giving the names and addresses of the members entitled to vote. Any Board  member may inspect all books and records of the corporation. However, an agent or attorney of  a Board member must submit the request to the Board of Directors stating specific items and  proper justification. 

Section 9. Effective Date 

The Bylaws will become effective as of the date of adoption by the

COMMITTEES 

Section 1. Committees of Directors 

The Board of Directors, by resolution adopted by a majority of the Directors in office, shall  designate three (3) standing committees; all recommendations of the Standing committees must  be presented to the Board of Directors for ratification. 

Section 2. Other Committees 

Other committees not having and exercising the authority of the Board of Directors in the  management of the corporation may be appointed in such a manner as may be designated by a  resolution adopted by a majority of the Directors present at a meeting at which a quorum is  present. 

Section 3. Terms of Office 

Each member of a committee shall continue as such until the next annual meeting of the  members of the corporation and until his successor is appointed, unless the committee shall be  sooner terminated, or unless such member be removed from such committee by the chair of the  Board or unless such member shall cease to qualify as a member thereof. 

Section 4. Vacancies 

Vacancies in the membership of any committee may be filled by appointments made in the same  manner as provided in the case of the original appointments.

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Section 5. Quorum 

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a  majority of the whole committee shall constitute a quorum and the act of a majority of the  members present at the meeting at which a quorum is present shall be the act of the committee. 

Section 6. Rules 

Each committee may adopt rules for its own government not inconsistent with these Bylaws or  with rules adopted by the Board of Directors. 

Section 7. Minutes 

Each committee shall keep regular minutes of its proceedings and all committees shall report to  the Board of Directors. 

Section 8. Standing and Temporary Committees 

There shall be three (3) Standing Committees of the Board, named, constituted, and instructed as  follows: 

(1) Executive Committee: The Chair of which will be the Chair of the Board, and  the remaining members of which shall be the other Officers of the Board. The  Executive Committee will convene at the request of the Chair of the Board and at  the request of the Executive Director. 

The Executive Committee shall: 

1. Take any action necessary to respond to business that they determine cannot be delayed until  the next regularly scheduled Board meeting. 
2. Keep the full Board informed about the Executive Committee’s activities. c. Make sure the board performs an annual self-evaluation. 
3. Conduct the ED’s annual performance review. 
4. Make recommendations to the full Board on hiring a new ED when necessary. f. Assign and monitor the work of the standing committees. 
5. Meet in the event of emergency. 
6. Make decisions when the full Board is not in session. 

(2.)Fund Development Committee: shall consist of at least three members from the  board of directors. In addition, other individuals who possess special skills and  knowledge beneficial to the purposes of the committee may be appointed to serve  upon approval by the Board of Directors. Fund Development Committee shall: 

1. Be responsible for the organization’s annual major fundraising events. 
2. Approve the budget of the organization’s annual major fundraising events c. Coordinate the logistics for the organization’s annual major fundraising events. d. Oversee the organization’s annual major fundraising events. 

(3) Finance Committee: shall consist of at least three members from the board of  directors. In addition, other individuals who possess special skills and knowledge 

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beneficial to the purposes of the committee may be appointed to serve upon  approval by the Board of Directors. 

1. Approve and finalize the new yearly fiscal budgets; Approve the yearly pay scales, and. b. Search for and approve of new auditors, review the audit, and report to the Board. c. Implement marketing activities as agreed upon by the committee. 

(4) Marketing Committee: shall consist of at least three members of the board of  directors. In addition, other individuals who possess special skills and knowledge  beneficial to the purposes of the committee may be appointed to serve upon  approval by the Board of Directors. The committee will work towards the  continual improvement in community awareness and general understanding of  Centro Latino services. 

(5) Bylaws Committee: shall consist of at least three members of the board of  directors. In addition, other individuals who possess special skills and knowledge  beneficial to the purposes of the committee may be appointed to serve upon  approval by the Board of Directors. The committee will work to update and  maintain the integrity and relevancy of the corporation’s bylaws.