These bylaws constitute the code of rules adopted by the Texas A&M Hispanic Network (“TAMHN”) for the regulation and management of its affairs.

The TAMHN is organized pursuant to the Texas Nonprofit Corporation Act. The purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 502©(3), and the Texas Tax Code, Section 11.18, and consist of the following:

The TAMHN mission is to serve as an advocate and support group on Hispanic concerns and issues at Texas A&M University (“University”) and local communities within the larger Association of Former Students organization. TAMHN shall dynamically work towards increasing the number of Hispanic students attending the University, and enhancing their experience, education, and quality of life on campus for Hispanic students enrolled at the University.

In furtherance of the aforementioned mission of the Corporation, the goals of the Corporation are as follows: (1) Increase membership in the Corporation so that greater resources are leveraged to achieve an increased representation of Hispanics at the University, (2) Identify and proactively participate in the decision-making processes which address campus environment, opportunities, recruitment, retention, and success of Hispanic students, staff, faculty and administrators, (3) Promote the active efforts by the former student network to encourage more Hispanic students from Texas to attend the University, (4) Provide local contracts and mentorship to Hispanic applicants who have been accepted to the University in order to increase the percentage of this group that actually attends the University, (5) Promote the hiring of Hispanic professionals to the faculty and staff at the university, (6) Participate actively in high-level position searches, (7) Have continuous presence and participation with other Hispanic constituency stakeholder organizations, (8) Be advocates for the eventual proportional representation of Hispanic students at the University to that of Hispanic college-bound Texas high school students, (9) Assist University administration to accomplish “Imperative Number 6 of Vision 2020”, and (10) Serve as the voice of Hispanic former students throughout Texas on issues related to Hispanic presence at the University.

(1) Powers- The Board of Directors of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws.

(2) Qualifications- Directorships shall not be denied to any person on the basis or race, creed, sex, religion, or national origin.

(3) Number of Directors- The Board of Directors will consist of five (5) Directors. One of the Directors will be elected to serve as President of the Board. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors.

(4) Term of Directors- Directors shall serve terms of one (1) years. A Director may succeed himself/herself for unlimited terms. However, if a Director wishes to serve another term, he/she must be re-elected by the membership.

(5) Election of Directors- The election of a Director will be decided by the membership at its annual meeting in October. A candidate may run for the position of President or for one of the other three standard Director positions. (The Board position of Ex-Officio is excluded from this process.) The candidate with a simple majority of votes cast by those members present will be declared the next Director. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next annual membership meeting or at a special meeting called for that purpose. When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e. the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are re-appointed or until their successors are chosen. Further, the election for directors may be conducted by email, mail, or fax, hence the members may submit a proxy vote for election of directors.

(6) Resignation- Any Director may resign at any time by delivering written notice to the Secretary or the President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

(7) Removal- Any Director may be removed without cause, at any time, by a majority of the entire membership, at its annual meeting in October or special meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.

(8) Vacancies- Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.

(9) Compensation- Directors shall not receive salaries or other compensation for their services, but by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of the disinterested Board of Directors approves the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.

(1) Standing Committees- The Corporation shall have four (4) standing committees which shall assist the Board of Directors in carrying out the management of the Corporation: Finance and Capital Campaign, Operations and Outreach, Network and Communications, Governance and Organization. The Board of Directors shall appoint chairpersons of each of the standing committees. The chairpersons shall serve a term of one year but may serve consecutive terms without limits. The Board of Directors also has the discretion of removing chairpersons from his/her appointment to head a committee. Committees shall meet upon the call of the Board of Directors or the Chairperson for the committee, review the activities of the Corporation in the Committee’s respective area, and make recommendations to the Board of Directors for the Board’s final approval. The Chair of each committee shall insure that minutes are taken and present a copy of the minutes to the Treasurer/Secretary within two weeks following the meeting. Committee meetings shall be open to all members of the Board of Directors.

(a) Finance and Capital Campaign- This committee shall submit an annual budget to the Board of Directors for final Board Approval, make necessary investment choices, and generally protect the soundness of the Corporation’s finances and fiscal operations. Further, the committee will seek ways to assure every TAMHN member contributes financially to the University.

(b) Operations and Outreach- This committee shall examine all of the specific program and policies developed by the administration at the University that will impact recruitment, admissions, enrollment, and retention (“RAERFA”) of Hispanic students, to include financial aid, and how those programs will be implemented. The committee will also establish liaisons with each appropriate administration office and student organization at the University associated with RAERFA and seek opportunities where TAMHN can participate in the decision-making process to shape, plan, and implement each office’s and organization’s purpose, goals, plans, procedures, and policies.

(c) Network and Communications- This committee will build and maintain a database of former University Hispanic students. The committee will also develop a TAMHN website. The committee may prepare and distribute information such as periodic newsletters, fliers, calendar items, etc, as the needs of the Corporation may dictate. In addition, the committee may assist other standing or ad hoc committees in the preparation and distribution of advertising materials for Network sponsored activities or programs.

(d) Governance and Organization- This committee is responsible for the organization of the regional network that will facilitate decentralized execution of the goals of the network in the local communities.

(2) Ad Hoc- The President of the Board will have the power to appoint the chair and membership of ad hoc committees as may be necessary and proper to conduct the business of the Corporation.

(1) Place of Board Meetings- Regular and Special Meetings of the Board will be held by telephone conference with the exception of the Annual Membership Meeting at which time the Board will meet in person.

(2) Regular and Special Meetings- Regular Meetings of the Board shall be held bi-annually, or more frequently as deemed necessary by the Board of Directors. Special Meetings may be called by the President or a majority of the Board of Directors. An orientation meeting will be held each year for the new members of the Board of Directors at the Annual Membership meeting.

(3) Notice of Board Meetings- Notice of the date, time and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), fax or email no less than fourteen (14) days notice prior to the meeting. Notice of the date, time and place of Special Meetings shall be given to each board member by regular mail, telephone (including voice mail), fax, or email no less than seven (7) days notice prior to the meeting, with the exception of special meetings held to amend the Articles of Incorporation or bylaws, for which a thirty (30) day written notice by mail or email shall be required specifying the proposed amendment.

(4) Waiver of Notice- Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of the business on grounds that the meeting was not lawfully called or convened.

(5) Quorum- A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or by any provisions of these bylaws.

(6) Actions without a Meeting- Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws may be taken without a meeting if a majority of the Directors individually or collectively consent in writing, setting forth the action to be taken. Suck written consent shall have the same force and effect as a unanimous vote of the Board.

(7) Open Meetings- Meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.

(8) Proxy Voting Allowed- Proxy votes must be in writing, bear signature of the Director and be dated. No Proxy is valid after three (3) months from the date of the execution.

(9) Rules and Procedures- Robert’s Rules of Order will govern the order of Board meetings.

(1) Roster of Officers- The Corporation shall have a President, 1st Vice-Chair, 2nd Vice-Chair, Treasurer/Secretary, and Ex Officio. The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One person may hold two or more offices, except those serving as President or Secretary.

(2) Election and Removal of Officers- All Officers shall serve one year terms. Officers shall remain in office until their successors have been elected. An Officer may succeed himself/herself for unlimited terms. If an Officer wishes to serve a second term, he/she must be re-elected by the membership to serve a second term, he/she must be re-elected by the membership. Removal of any Officer must be voted on by the membership and a simple majority of the votes cast in person or by proxy will determine if the Officer shall be removed.

(3) Vacancies- If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority of the vote of Directors present.

(4) President- The President will supervise and control the affairs of the Corporation and shall exercise such supervisory powers as may be given him/her by the Board of Directors. The President shall preside at all board meetings.

(5) 1st Vice-Chair- The First Vice Chair shall act in place of the President in the event of the President’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board.

(6) 2nd Vice-Chair- The primary duty of the Second Vice-Chair will consist of leading the initiative for fundraising for the organization. However, the Second Vice-Chair may also step in and assist with the duties of the other officers as needed.

(7) Treasurer/Secretary- The duties of the treasury role include: (a) Responsibility and custody of all funds of the Corporation, oversight and supervision of the financial business of the Corporation, rendering reports and accountings to the Directors as required, and performing in general all duties incident to the office of the Treasurer, or which may be assigned from time to time by the Board of Directors, (b) The treasurer and the Executive Committee shall devise a plan providing for the acceptance and disbursement of all funds of the Corporation which shall be approved by the Board of Directors, (c) With approval from the Board, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation, (d) Shall keep all financing records, books, and annual reports of the financial activities of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying. The duties of the secretarial role include: (a) Keep bylaws and other legal records of the Corporation, (b) Take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes, (c) Keep a record of all the names and addresses of all the Board of Directors, (d) With the approval of the Board of Directors, shall set up procedures for any elections held by the Corporation and maintain a record of all votes cast in any such election, (e) Ensure that all notices are duly given in accordance with these bylaws or as required by law, (f) Maintain all books, reports, statements, certificates, and other documents and records of the Corporation in proper order, and (g) In the absence or disability of the Secretary, the Vice-President shall perform these secretarial functions.

(1) Eligibility- The members of the Corporation shall meet the following two requirements: (a) Any former student of the University with an ethnic identification with the Hispanic community or any person interested in being associated with the TAMHN to assist in achieving their goals or any family or friend of the aforementioned, and (b) Must also be a member of the Association of Former Students.

(2) Rights of Members- Each member of the Corporation shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. 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 dissolution. The Board of Directors has the discretion to which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be submitted to the membership for a vote as required by the Texas Non-Profit Corporation Act: dissolution of the Corporation, merger or consolidation with another corporation, sale of substantially all of the Corporation’s assets, amendments to the Corporation’s Articles of Incorporation, and amendments to the bylaws. Moreover, a vote will always be submitted to the membership in selecting and/or removing individuals serving on the Board of Directors.

(3) Proxy Voting- A member may vote in person of may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more than eleven (11) months.

(4) How the Membership Can Legally Act: Members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a greater number is required by law, the articles of incorporation, or the bylaws. However, a two-thirds vote of the majority of the members in attendance at a meeting where a quorum is present (by person or by proxy) shall be required for the following as required by the Texas Non-Profit Corporation Act: dissolution of the Corporation, merger or consolidation with another corporation, sale of substantially all of the Corporation’s assets, amendments to the Corporation’s Articles of Incorporation, and amendments to the bylaws.

(5) Regular Membership Meetings: The Membership shall meet at least once a year during the month of October at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members. Regular Membership meetings shall take place at a location designated by the Board. The location may change from year to year in order for each of the Regions to have an opportunity to host the annual meeting of members, however, all of the annuals meetings will occur in Texas.

(6) Notice of Regular Membership Meetings- Written notice of regular membership meetings shall be given not less than 10 calendar days nor more than 60 calendar days before the date that such a meeting is to be held per Texas law. Such written notice shall be delivered by email, mail, or fax, and shall state the place, day, and time of the meeting. The Board of Directors, in the alternative, may provide notice through other means such as by posting notice in a conspicuous place on the Corporation’s website or newsletter.

(7) Special Membership Meetings- Special membership meetings may be called at any time by the President, by a majority of the Board of Directors, or on written request of the majority (51%) of the members.

(8) Notice of Special Meetings- Notice of special membership meetings shall be given in the exact same manner as notice for the Annual Membership meetings as provided above, except that the notice must contain the purpose for which the meeting is called.

(9) Enrollment of Members- The Board of Directors shall adopt a membership application form. The form shall contain the name, email address, mailing address and telephone number for each applicant. There shall be a space for the Secretary to sign certifying that the Secretary believes the applicant to be eligible for membership. The applicant becomes a member upon the Secretary’s signature on the application. The Secretary or his/her designee will email or mail a confirmation to the applicant that his/her membership is approved. The Secretary shall keep an up to date membership list.

(10) Term of Membership- The term of membership shall be perpetual.

(11) Dues- Members may be charged annual dues to be established by the Board of Directors.

(12) Resignation of Members- Members shall request in writing via email or mail resignation of his/her membership.

(1) Execution of Documents- Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President or two other members of the Board of Directors and must be approved by a resolution of the Board of Directors.

(2) Disbursement of Funds- Financial transactions which have a value of $1,000.00 or more shall require majority approval of the Board of Directors.

(3) Records- The Corporation will keep correct and complete records of accounts and will also keep minutes of the procedures of Board meetings and committee meetings. The Secretary shall be responsible for keeping the original copy of its bylaws, including amendments to date certified by the Secretary and membership roster giving the name and addresses of the members.

(4) Inspection of Books and Records- All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time upon written demand.

(5) Loans to Management- The Corporation will make no loans to any of its Directors or Officers.

(6) Amendments- The membership may adopt Articles of Amendment (amending the Articles of Incorporation) by a vote of two-thirds of the members present at a meeting where a quorum is present (by person or by proxy). The bylaws may be amended in the same manner, a vote of two-thirds of the members at any time where a quorum is present.

(7) Fiscal year- The fiscal year for the Corporation is from January 1 to December 31.

(8) Audit- the Corporation shall have an annual audit to be completed by July of each year for the previous fiscal year.

(9) Dissolution: Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation remaining after payment of all debts and liabilities shall be distributed exclusively to the State of Texas or an organization exempt from taxes under the Internal Revenue Code Section 501©(3) for one or more purpose exempt under Texas franchise tax.

A de-centralized regional organization of the network will be established to maximize the synergy of Hispanic former students throughout the states. These regional sub-organizations may conduct business in furtherance of the mission and goals of TAMHN. The regions are as follows:

(a) Brazos County region (and surrounding areas)

(b) San Antonio Region (South Central Texas)

(c) Houston Region (Southeast Texas)

(d) Dallas/Ft. Worth Region (North Texas)

(e) West Texas Region (El Paso, Midland, Odessa, Lubbock, Abilene, Amarillo)

(f) Central Texas Region (Austin and surrounding region)

(g) South Texas Region:

-Laredo

-Coastal Bend (Corpus Christi, Kingsville, Robstown, etc.)

-Eagle Pass

-Upper Rio Grande Valley (McAllen, Mission, Edinburgh, etc.)

-Middle Rio Grande Valley (Weslaco, Harlingen, Donna, etc.)

-Lower Rio Grande Valley (Brownsville, San Benito, Port Isabel)

(h) Any new cities that form TAMHN chapters would be associated with an existing Region closes to them so as to avoid having to change the By-laws.

The Board of Directors will appoint regional representatives in the first year. After the first year, local regional elections will determine the regional representatives.

I hereby certify that these bylaws were adopted by the Board of Directors of the TAMHN at its meeting held on February 21, 2005.

The Corporation is organized pursuant to the Texas Nonprofit Corporation Act. The purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501(c)(3), and the Texas Tax Code, Section 11.18, and consist of the following:

The Corporation is dedicated to serve as an advocate and support group on Hispanic concerns and issues at Texas A&M University (“University”). One of the Corporation’s fundamental purposes is to increase the number of Hispanic students attending the University. Another purpose is to enhance the experience, education, and quality of life on campus for Hispanic students enrolled at the University.

In furtherance of the aforementioned mission of the Corporation, some of the goals of the Corporation are as follows: (1) Increase membership in the Corporation so that greater resources are leveraged to achieve an increased representation of Hispanics at the University, (2) Identify and proactively participate in the decision-making processes which address campus environment, opportunities, recruitment, retention, and success of Hispanic students, staff, faculty and administrators, (3) Promote the active efforts by the former student network to encourage more Hispanic students from Texas to attend the University, (4) Provide local contacts and mentorship to Hispanic applicants who have been accepted to the University in order to increase the percentage of this group that actually attends the University, (5) Promote the hiring of Hispanic professionals to the faculty and staff at the University, (6) Participate actively in high-level position searches, (7) Be advocates for the eventual proportional representation of Hispanic students at the University to that of Hispanic college-bound Texas high school students, (8) Assist the University administration to accomplish “Imperative Number 6 of Vision 2020” which relates to increasing minority enrollment and improving relations with the minority student body and community, and (9) Serve as the voice of Hispanic former students throughout Texas on issues related to Hispanic presence at the University.

The Department of Treasury regulations provide that organizations have an educational purpose within the meaning of the 501(c)(3) if they provide “instruction of the public on subjects useful to the individual and beneficial to the community.” Treas. Reg. 1.501(c)(3)-1(d)(3)(i). The regulations further provide that an organization that disseminates knowledge by publications, seminars, lectures, and the like is advancing education [Treas. Reg. 1.501(c)(3)-1(d)(2)/, and that conducting discussion groups, panels, forums, lectures, and the like are tax-exempt educational activities. Treas. Reg. 1.501(c)(3)-1(d)(3)(ii), Example 2.

The Corporation’s activities fall squarely within the foregoing regulations as one of the primary missions of the Corporation is to increase the number of Hispanic youth obtaining a college degree from the University. In furtherance of the goal, the Corporation conducts seminars, lectures, forums, and panels to prospective University students across the state of Texas which provides vital information on a multitude of subjects such as admission criteria, financial aid, and student life. These tax-exempt educational activities completely support the educational purpose of providing instruction to the public which is useful to individuals. Moreover, the goal of increasing Hispanic enrollment at the University is beneficial to the local, state and federal communities. These communities only stand to benefit from increased levels of Hispanic University graduates.

Organizations also qualify as tax-exempt to the extent that they “lessen the burdens of the government.” Treas. Reg. 1.501(c)(3)-1(d)(2). Organizations found tax-exempt because of lessening the burdens or government have included an organization that provided expert opinions to local government officials concerning traffic safety. Rev. Rul. 76-418, 1976-2 C>B> 145. Cf. Rev. Rul. 70-779, 1970 C.B. 127.

Like the above organization, Corporation is involved in activities which lessen the burden of a government organization, the University. The University set “Imperative Number 6 of Vision 2020” as a goal for itself and Corporation is dedicated to helping the University accomplish this goal by providing vital assistance in attracting Hispanic students to University and by providing University with much needed information on culturally sensitive matters. These services to be provided to the University certainly qualify as ones that lessen the burden of a government organization.

Accordingly, Corporation qualifies as a charitable and educational organization and should be granted tax exemption under Section 501(c)(3) of the Internal Revenue Code.