VCHT Bylaws

VIEQUES CONSERVATION AND HISTORICAL TRUST
FIDEICOMISO DE CONSERVACION E HISTORIA DE VIEQUES

Bylaws

January 21, 2003

ARTICLE I – Name    7
ARTICLE II – Offices    7
ARTICLE III – Objects & Purposes    7

• Section 2:  Application of Funds    8
• Section 3:  Compensation    8
• Section 4:  Other Activities    8
• Section5:  Distribution of Income    8
• Section 6:  Self-Dealing    9
• Section 7: Business Holdings    9
• Section 8:  Investments    9
• Section 9:  Taxable Expenditures    9
• Section 10:  tax-exempt Status    9
• Section 11:  Puerto Rico Tax Laws    9
• Section 12:   Dissolution    10

ARTICLE  IV- Members    10

• Section 1:  Membership    10

ARTICLE V – Meetings of Members    11

• Section 1:  Annual Meeting    11
• Section 2:  Place of Meeting    11
• Section 3:  Notice of Meetings    11
• Section 4:  Quorum    11

ARTICLE VI – Board of Directors    12

• Section 1:  General Powers    12
• Section 2:  Number, Tenure and Qualifications    12
• Section 3: Board Meetings    12
• Section 4. Responsibility of the Board    13
• Section 5:  Notice    13
• Section 6:  Quorum    13
• Section 7:  Manner of Acting    13
• Section 8:  Vacancies    14
• Section 9:  Compensation    14
• Section 10:  Informal Action by the Board of Directors and Attendance by Telephonic    14
• Conference Call    14

ARTICLE VII – Officers    14

• Section 1:  Officers    14
• Section 2:  Election and Term of Office    15
• Section 3:  Removal    15
• Section 4:  Vacancies    15
• Section 5:  President    15
• Section 6:  Vice President    15
• Section 7:  Treasurer    16
• Section 8:  Secretary    16
• Section 9:  Assistant Treasurers and Assistant Secretaries    16

ARTICLE VIII – Indemnification    16

• Section 1:  Third Party Actions    16
• Section 2:  Derivative Actions    17
• Section 3:  Mandatory Indemnification    17
• Section 4:  Procedure for Effecting Indemnification    18
• Section 5:  Expenses    18
• Section 6:  Other Rights    18
• Section 7:  Insurance    18

ARTICLE IX – Committees    19

• Section 1:  Committees of Directors    19
• Section 2:  Other Committees    19
• Section 3:  Term of Office    19
• Section 4:  Chairman    20
• Section 5:  Vacancies    20
• Section 6:  Quorum and Manner of Acting    20
• Section 7:  Rules    20

ARTICLE X – Contracts, Checks, Deposits and Funds    20

• Section 1:  Contracts    20
• Section 2:  Checks, Drafts, etc.    20
• Section 3:  Deposits    21
• Section 4:  Gifts    21

ARTICLE XI– Certificates of Membership    21

• Section 1:  Certificates of Membership    21
• Section 2:  Issuance of Certificates    21

ARTICLE XII– Books and Records    21
ARTICLE XIII – Fiscal Year    22
ARTICLE XIV – Dues    22
ARTICLE XV – Seal    22
ARTICLE XVI – Waiver of Notice    22
ARTICLE XVII– Amendments to bylaws    22

ARTICLE  I  – Name

The organization will be known as The Vieques Conservation and Historical Trust or by its name in Spanish, Fideicomiso de Conservación e Historia de Vieques.

ARTICLE II– Offices

The address of the principal registered office of the Corporation shall be such as the Board of Directors may, from time to time, designate within the Commonwealth of Puerto Rico and as evidenced in the Corporation’s Certificate of Incorporation, as it may be amended from time to time.  The Board of Directors may, from time to time, establish other offices of the Corporation within or without the Commonwealth of Puerto Rico.

ARTICLE III – Objects & Purposes

The purposes of the Corporation are:  to foster, protect and conserve the natural and cultural resources of Vieques, Puerto Rico, including the preservation, of the unique environmental, archeological,  and historic artifacts and historic buildings and their surroundings, but not limited to land in its natural state, open space areas, beaches, forest and wildlife preserves and other resources, within and surrounding the island of Vieques, Puerto Rico by:

a)    Providing educational facilities and instruction in areas of need and/or importance for the population of the island of Vieques, with particular emphasis on the children of Vieques;

b)    Carrying out research  in support of conservation of the land and waters surrounding the island of Vieques, with particular emphasis on its bioluminescent bays

c)    Acquiring and managing such artifacts, buildings, sites, lands, open space areas, beaches, wetlands, streams and preserves, for charitable, scientific and educational purposes (including physical, recreational, educational and aesthetic benefit to the general public;

d)    Cooperating with and entering into conservation and similar agreements with landowners and other persons, institutions, organizations, corporations and governmental bodies; and

e)    Making conveyance in fee or of lesser interests and estates and granting leaseholds to persons, institutions and organizations, whether public or private, and to governmental bodies, subject to such restrictions and upon such terms as shall effectuate the foregoing charitable, scientific and educational purposes;

Section 2:  Application of Funds

To receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, testing for the public safety, literary, or educational purposes either directly or by contributions to organizations  that qualify as exempt organizations under Section 501C (3) of the Internal Revenue Code of the United States of America of 1986 (the “Code”) and its Regulations as they now exist or as they may hereafter be amended.

Section 3:  Compensation

No part of the net earnings of the Corporation shall inure to the benefit of any member, Director or officer of the Corporation, nor to any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, Director or officer of the Corporation, nor any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation

Section 4:  Other Activities

No substantial part of the activities of the Corporation shall be the carrying out of propaganda or otherwise attempting to influence legislation and the Corporation shall not participate in nor intervene in (including the publication or distribution of statements ) any political campaign on behalf of any candidate for public office.

Section5:  Distribution of Income

The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code or corresponding provisions of any subsequent federal tax laws of the United States of America.

Section 6:  Self-Dealing

The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code or corresponding provisions of any subsequent federal tax laws of the United States of America.

Section 7: Business Holdings

The Corporation shall not retain any excess business holdings as defined in Section 4943C of the Code or corresponding provisions of any subsequent federal tax laws of the United States of America.

Section 8:  Investments

The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code or corresponding provisions of any subsequent federal tax laws of the United States of America.

Section 9:  Taxable Expenditures

The Corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Code or corresponding provisions of any subsequent federal tax laws of the United States of America.

Section 10:  Tax-exempt Status

Notwithstanding any other provisions of these bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501C(3) of the Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170C(2) of the Code and its Regulations as they now exist or as they may hereafter be amended; and provided further, that no contract, transaction or act shall be taken on behalf of the Corporation if such contract, transaction or act is a prohibited transaction or would result in the denial of the tax exemption  available under Section 503 or Section 507 of the Code and its Regulations as they now exist or as they may hereafter be amended.

Section 11:  Puerto Rico Tax Laws

In addition to and in furtherance of the limitations of the Corporation’s activities set forth in this Article, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by a corporation exempt from Puerto Rico income tax under Laws of Puerto Rico Annotated, Title 13, Section 1101

Section 12:   Dissolution

Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary or educational organizations which would then qualify under the provisions of Section 501©(3) of the Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE  IV- Members

Section 1:  Membership

a)    The active membership of the Corporation shall consist of the Directors and such other persons, firms or corporations interested in the objects and purposes of the Corporation who apply to become members of the Corporation, and pay the requisite fees, subject to the approval of the Board of Directors. Except as otherwise provided in the Corporation’s Certificate of Incorporation or bylaws, each active member shall be entitled to one vote at all meetings of the members.

b)    The Board may, at its discretion,  set up categories of membership as it sees fit.

c)    Advisory Council: The purpose of the Advisory Council is to provide a broader spectrum of input from the community, and to benefit from the experience of former directors. The Board of Directors may elect Advisory Councilors (AC)) .as it sees fit. Each will be a member in good standing of the Corporation. ACs  will be elected by the Board of Directors, for a two year term. ACs may, at the discretion of the Board, attend Board Meetings, provide advice and comment to the Board, but may not vote on issues coming before the Board. At the request of the Board, Acs may make reports or submissions to the Board.

d)    Termination of Membership: The Board may terminate the membership of any member found to have acted prejudicially to the best interests of the Corporation. The Board may take this action only after a hearing conducted by the Board at which the member has an opportunity to speak for him/herself.

ARTICLE V – Meetings of Members

Section 1:  Annual Meeting

An annual meeting of the members shall be held  on a day in February, in each year, beginning in the year 1986, at  a time specified by the notice of meeting, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.  If the election of a Board of Directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as practical.

Section 2:  Place of Meeting

The Board of Directors may designate any place, within the Commonwealth of Puerto Rico, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the Commonwealth of Puerto Rico; but if all the members shall meet at any time and place, either within or without the Commonwealth of Puerto Rico and consent to the holding of a meetings, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3:  Notice of Meetings

Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally,  or by facsimile copy, or by mail, or electronic mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.  In case of a special meeting, or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of  the Corporation with postage thereon prepaid.

Section 4:  Quorum

At any meeting of the general membership (not including meetings of the Board of Directors), a quorum will consist of a minimum of 20 members. If a quorum is not present at any meeting of members, a   majority of the members present may adjourn the meeting from time to time without further notice.

Section 5:  Proxies

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 6:  Language

Both English and Spanish will be the official languages of the VCHT.  Meetings may be held in either language according to the decision of a quorum of members.

ARTICLE VI – Board of Directors

Section 1:  General Powers

The affairs of the Corporation shall be managed by its Board of Directors..

Section 2:  Number, Tenure and Qualifications

All Directors will be elected by the membership at the annual meeting. All Directors will be members in good standing of the VCHT. The number of Directors shall be 13.  Each Director shall hold office for a three year term or until the next annual meeting of members and until his or her successor shall have been elected. The Board will have the power  to appoint members as directors to replace any director(s) who resign during the year.

A Director may serve a maximum of a total of four (4) consecutive 3 year terms or 12 years at which time the Director may not stand for election until  three  years have elapsed at which time the Director may be nominated again.

Section 3: Board Meetings

The Board will hold a minimum of 4 meetings per year. Additional meetings will be held as the President determines  or when requested by a majority of the Board members. Each Director will have one vote at each meeting, that vote to be by secret ballot at the request of any Board member. No persons other than Directors may vote on any issue before the Board.

Section 4. Responsibility of the Board

Each Board Member will uphold the bylaws of the Corporation. Any public statements with respect to the policy of the Board will be made by the President or his/her designate,  and will represent the policies of the Corporation as defined by a majority of the Board of Directors. No Director may make any contracts or agreements with external  organizations without the approval of the Board. Each director must be an active  member on a minimum of one committee.

Section 5:  Notice

Notice of any meeting of the Board of Directors shall be given at least 7 days prior thereto by written notice delivered personally or sent by mail, electronic mail, facsimile  or telegram  to each Director at his or her address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by electronic mail, such notice shall be deemed to be delivered when the email is sent to the electronic mail provider, or when the facsimile copy is sent.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 6:  Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7:  Manner of Acting

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 8:  Vacancies

Any vacancy occurring in the Board of Directors and any vacancy to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 9:  Compensation

Directors as such shall not receive any stated salaries for their services as directors, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 10:  Informal Action by the Board of Directors and Attendance by Telephonic
Conference Call

Any action required by law to be taken at a meeting of Directors or any action which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.  One or more Directors may participate in a meeting by means of telephone conference call provided such Director or Directors can hear and be heard by all participating in the meeting.

Section 11: Removal

Any director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. but such removal shall be without prejudice to the contract rights, if any, of the director so removed. No director may be removed without the opportunity of the director to appear before the Board to defend his/her actions.

ARTICLE VII – Officers

Section 1:  Officers

All officers of the Corporation must be members in good standing. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article.  The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of Directors.  Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person.

Section 2:  Election and Term of Office

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his or her successor shall have been elected and shall have qualified.

Section 3:  Removal

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. No officer may be removed without the opportunity of the officer to appear before the Board to defend his/her actions.

Section 4:  Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5:  President

The President shall be the principal executive officer of the Corporation and shall in general, supervise and control all of the business and affairs of the Corporation.  He or she shall preside at all meetings of the members and of the Board of Directors.  He or she may sign, with the Secretary or any other proper officers of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6:  Vice President

In the absence or disability of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 7:  Treasurer

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these bylaws; and in general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8:  Secretary

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized, in accordance with the provisions of these bylaws; keep a register of the post office address of each member; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 9:  Assistant Treasurers and Assistant Secretaries

If required by the Board of Directors, the Assistant Treasurers shall give bonds of the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE VIII – Indemnification

Section 1:  Third Party Actions

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, an, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was lawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

Section 2:  Derivative Actions

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (except that no indemnification shall be made in respect of nay claim, issue of matte as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation) unless and only to the extent that the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses which such court shall deem proper.

Section 3:  Mandatory Indemnification

To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense or any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4:  Procedure for Effecting Indemnification

Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2.
This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors  who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the members.

Section 5:  Expenses

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 4 upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this section.

Section 6:  Other Rights

The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled pursuant to those authorized under the General Corporation Law of Puerto Rico or under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7:  Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her  status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this section.

ARTICLE IX – Committees

Section 1:  Committees of Directors

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, provided however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws, electing, appointing or removing any member of any such committee or any Director or officer of the Corporation, amending the Certificate of Incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation, authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation, authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the Corporation, or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed upon it or such Director by law. Each committee  chair will provide a report  in written, electronic  or oral form to each Board meeting.

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 designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 3:  Term of Office

Each member of a committee shall continue as such until the next meeting of the Board of Directors following the annual meeting of the members of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee.

Section 4:  Chairman

One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5:  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.

Section 6:  Quorum and Manner of Acting

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 a meeting at which a quorum is present shall be the act of the committee.

Section 7:  Rules

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

ARTICLE X – Contracts, Checks, Deposits and Funds

Section 1:  Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2:  Checks, Drafts, etc.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to tome be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

Section 3:  Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4:  Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, request or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE XI– Certificates of Membership

Section 1:  Certificates of Membership

The Board of Directors may, but shall not be required to, provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board.  Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation.  All certificates evidencing membership shall be consecutively numbered.  The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.  If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors determine.

Section 2:  Issuance of Certificates

When a person has been elected to membership and has paid any dues that may then be required, a certificate of membership shall be issued in his or her name and delivered to him or her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article XI

ARTICLE XII– 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 principal office a record giving the names and addresses of the members entitled to vote at any meeting of members.  All books and records of the Corporation and the proceedings thereof shall be kept in the English language; however, upon the request of any Director or member, the Corporation will cause any particular  record requested to be translated into the Spanish language.  All books and records of the Corporation may be inspected by any active or associate member or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XIII – Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE XIV – Dues

The Board of Directors may determine form time to time the amount of any annual dues
payable to the Corporation by its active or associate members.

ARTICLE XV – Seal

The Board of Directors shall provide for a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Puerto Rico”.

ARTICLE XVI – Waiver of Notice

Whenever any notice is required to be given under the provisions of the Puerto Rico Corporation Law or under the provisions of the Certificate of Incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVII– Amendments to bylaws

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a quorum  of the  general membership  as presented by the Board of Directors at the annual meeting of the corporation, if at least thirty days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.