Bylaws and Code of Ethics

Statement

  1. NAME AND PURPOSE OF THE CORPORATION...
    1. Name: HispanoTech.ca
    2. Definition: HispanoTech.ca is a not-for profit Canadian corporation with the mission to promote the success of Hispanics in Canada’s technology sector. Led by a volunteer-based board of directors (‘the Board’) with the vision to be the voice of Hispanics in Canada’s technology sector.
    3. Mission: To promote the success of Hispanics in Canada’s technology sector.
    4. Vision: To be the voice of Hispanics in Canada’s technology sector.
    5. Objectives:
      1. Bring together Hispanics in Canada’s technology markets
      2. Assist Hispanics seeking to enter Canada’s technology markets
      3. Promote the reputation of Hispanics in Canada’s technology field
      4. Support the development and advancement of Hispanic in Canada's technology field
      5. Recognize the contribution of Hispanics in Canada’s technology field.
  2. MEMBERSHIP
    There shall be three classes of membership in the Association, namely associate membership and corporate membership and honorary membership.
    1. Associate member: A person shall be an "associate member" when she/he satisfies the following criteria:
      1. She/he is of Hispanic birth or descent;
      2. She/he has an education or interest in any technology field;
      3. She/he has paid the required membership fee.
      4. An associate member shall be entitled to vote for the election of delegates to the Annual General Meeting (AGM) and being eligible to hold seats on the Board.
    2. Corporate Membership: An organization may be eligible for "corporate membership" when it satisfies the following criteria:
      1. It supports the objectives and values of our association
      2. Has paid the required membership fee
      3. Corporate members are not entitled to vote at the AGM or to become members of the Board. Corporate membership is subject to board's approval.
    3. Honorary Membership: The board may grant "honorary membership" to individuals or organizations that have served the interests of HispanoTech.ca. Honorary members are not entitled to vote at the AGM or to become members of the Board.
  3. ORGANIZATION
    1. Annual General Meeting: The AGM shall be the highest decision making authority of HispanoTech.ca
    2. AGM is held at least once a year in the first half of May to elect the Board and approve the annual budget. The AGM shall be the sole authority to decide the followings:
      1. To elect the Board;
      2. To approve or change the by-laws of HispanoTech.ca with a quorum of more than 2/3 of the present members in the meeting;
      3. To approve the annual report and financial statement;
    3. At any AGM a quorum shall consist of fifty percent (50%) of associate members in good standing plus one (1). If the requisite quorum is not present, a second meeting shall be held, except that more than fifteen (15) days shall elapse between two meetings. A quorum is not required for the second meeting.
    4. Notice of AGM stating the agenda shall be sent to each member at least one month before the date of the Meeting.
    5. A sustaining member who is absent in General Assembly Meeting, may give proxy to another sustaining member to vote on her/his behalf. No sustaining member shall be given more than three (3) proxies.
    6. Board of Directors
      The Board shall be the second highest decision making authority after AGM. Board shall manage the affairs of HispanoTech.ca. Except for the four subjects stated in section 3.1, the Board shall have authority to make decision in all other matters. Officers of the Board must be a member in good standing of HispanoTech.ca for the past six (6) months.
    7. The Board shall be elected by anonymous vote of associate members in AGM.
    8. The Board shall be comprised of a minimum of four and a maximum of nine. From time to time, the board may propose changes to the number of members in the board, subject to AGM approval.
    9. An associate member with a minimum of 6 month membership shall be eligible to be elected to the Board.
    10. All directors shall be elected to a two (2) years term, and shall not be elected more than two (2) consecutive terms.
    11. The Board of Directors shall elect an Executive Board comprised of a minimum of 4 members of the board, as follows:
      1. President: The President shall be the chief executive officer of HispanoTech.ca and shall preside at all meetings of the Board and members. The President shall perform all duties commonly incident to the office of chief executive officer and such other duties as the Board of Directors shall from time to time designate. All Executive Directors report directly to the President.
      2. Vice-President: In the absence or disability of the President, the Vice President shall have the powers and shall exercise the duties of the President.
      3. Secretary: The Business Administrator shall keep, or cause to be kept, all of the corporate records (except the financial records), and shall send all notices of meetings and shall perform such other duties as are prescribed by the Board or the President.Secretary: The Business Administrator shall keep, or cause to be kept, all of the corporate records (except the financial records), and shall send all notices of meetings and shall perform such other duties as are prescribed by the Board or the President.
      4. Treasurer (Head of Finance & Legal Committee): The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the financial records, and all business transactions of HispanoTech.ca, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus. The Treasurer shall disburse or cause the disbursement of the funds of HispanoTech.ca as may be ordered by the Board, shall render to the Directors, whenever requested, an account of all transactions and of the financial condition of HispanoTech.ca, and shall have such other powers and perform such other duties as may be prescribed by Board.
    12. Non-members of the Executive Board may, from time to time, be called to join and fill positions as required, such as
      1. Head of Membership Committee
      2. Head of other Committees
      3. Other
    13. All members of the Executive Board shall be elected by the Board of Directors from among their numbers at the first meeting of the Board after AGM.
    14. The Board of Directors' meetings shall be held at least once a month or ten in a year. All directors may attend the meeting.
    15. A quorum shall consist of four (4) directors and must include the President or Vicepresident, Treasurer and Secretary
    16. In the absence of one of the main directors, her/his duties may be exercised by a substitute member with the highest ranking among the substitute directors.
    17. All decisions shall be approved by a majority of the attendance in the meeting. The president shall have no right to vote except to break a split decision by board members.
    18. In the absence of one of the Board members from three (3) scheduled Board meetings in a year, she/he may be replaced by a substitute director with the highest ranking at General Assembly. If three (3) members of the Board are absent from three (3) consecutive Board meeting or resign, the remaining directors shall forthwith call an election. Members of the Board may participate in any meeting of the Board through the use of conference telephone, electronic video screen communications, or other communications equipment. Directors who participate in such a manner shall be deemed to be present in person at any such meeting.
    19. A summary of the Board’s Minutes, including a financial update, shall be distributed among the Board Members within ten working days after such meeting.
    20. All services provided by the Board of Directors shall be on a voluntary basis with no financial compensation. In the future, once the corporation has established enough funding to warrant employee status, the Board of Directors may fix the compensation of the President, Executive Director or any consultant of the Corporation.
    21. Board of Directors shall continue with their duties until the new Board of Directors is elected.
    22. Board of Directors may once a year publish the names and relevant background of members.
  4. ROLES, DUTIES AND COMMITTEES
    1. In order to accomplish the objectives and task assigned by HispanoTech.ca, the Board shall appoint any committees as it deems necessary, including:
      1. Head of Technology Committee
      2. Head of Marketing & Events Committee
      3. Other
    2. The head of each committee shall be elected from among Board of Directors. Each committee may recruit volunteers to meet its objectives.
    3. Treasurer shall be the head of the Finance & Legal committee and Secretary shall be a member of the committee.
    4. In order to accomplish the objectives of HispanoTech.ca, the Board may temporarily appoint other committees.
  5. GENERAL PROCEDURES
    1. Rules of Conduct. Meetings shall be conducted in accordance with Robert’s Rules of Order, current edition, and provisions of these Bylaws. In the event of conflict between Robert’s Rules of Order, current edition and these Bylaws, these Bylaws shall prevail.
    2. Nominations. The Board shall determine from time to time the nomination procedure for selecting Directors.
      1. The Procedure for election of the Directors shall be organized and directed by the Board. The actions of the Board must be impartial and fair to all the candidates. The Board will prepare the ballots to be mailed or made available to all eligible regular members.
      2. Resignation. Except as provided in this section, any Director may resign. Such resignation shall be effective on giving written notice to the President. Such resignation shall take effect at the time the notice is delivered, unless the notice specifies a later agreed date.
      3. Recall of a Board Member. A Board Member can be removed from office by a recall election. A candidate for recall can be nominated by submitting a petition to any of the associate members. The petition must be signed by a minimum of fifty-one percent (51%) of the regular membership. The Board must appoint an AD-HOC recall election committee as soon as possible or no later than the next scheduled Board meeting after the petition is received by the Directors. The committee shall validate the petition signatures, and upon validation, a recall election will be organized and conducted within two months of the committee's formation. A simple majority of the votes of eligible voting members is necessary to recall any Board member.
      4. Vacancies on the Board. Any board member who does not attend three (3) regular board meetings, in their term, shall be terminated from the board unless said absences are excused by the board. Any Director of the Board whose membership is terminated by the Board or has been recalled by the membership is automatically vacated from HispanoTech.ca and the Board. A Director who is terminated from membership or recalled from HispanoTech.ca shall be vacated from that office and not considered an immediate past-director for Board membership in the succeeding term. A vacated office of president is filled by the Vice-President for the unexpired term. The Vice president is then eligible to be a Board member as an immediate past-president for the following term. Any other elected office is filled by the Board for the unexpired portion of the term.
      5. Appointment of a new Board. In case of extreme circumstances that threaten the viability of Hispanotech.ca as defined below, the founding Board of Directors may assume temporary leadership and call an AGM in order to elect a new Board of Directors. Such temporary leadership should not exceed more than six months.
        The following situations constitute extreme circumstances attributable to the Board:
        1. Fraudulent activities
        2. No public events or activities have been organized for a period of 9 months
        3. Collectively neglecting their duties