ARTICLE I
NAME
This organization shall be known as the National Puerto Rican Agenda (NPRA).
ARTICLE II
THE MISSION
The mission of the National Puerto Rican Agenda is to unite, organize, mobilize represent and empower the Puerto Rican community, while advocating for the human & civil rights and the interest of all the Puerto Rican people.
ARTICLE III
MEMBERSHIP
- Organizations: Any social, cultural, professional, community, labor, student, religious bonafide organization whose principal function is to serve the Puerto Rican community, whose members are willing to abide by and support the bylaws, principles and platform of the National Puerto Rican Agenda.
- Active Individuals Member: Any individual who does not belong to a member organization of NPRA, and is willing to abide by the Bylaws, principles and platform of NPRA. Individual members should actively participate in the work of at least one action committee and be in good standing.
- Supporting Members: These are individuals that support the goals and objective of the organization but are not active in the work of the organization and do not vote in the meetings and conventions of the organization.
- Annual Membership Dues:
| Annually | Two Years | |
| Nationwide organizations | $1,500.00 | $2,000.00 |
| Statewide organizations | $500.00 | $700.00 |
| Regional | $300.00 | $400.00 |
| Individuals | $75.00 | $100.00 |
| Affiliates | $35.00 | $50.00 |
The Board of Directors shall have the authority to approve changes to the membership dues.
ARTICLE IV
NATIONAL CONVENTION
- A national convention of the NPRA shall be held every two years. The national convention plenary is the highest decision-making body of the NPRA.
- The NPRA President shall appoint a Chair of convention committee with the consent of the Board of Directors, and the Chair shall form such committee which may include resource members from outside of the board.
- The order of business of the national convention shall be prepared by the Convention Committee and presented to the Board of Directors for approval. The order of business shall be made known to the membership no later than 30 days prior to the date of the convention.
- The convention committee shall prepare the program, oversee the selection of the delegates to the national convention and the convention’s Code of Conduct for the convention.
- The Board of Directors shall approve the program, the process for the selection of the delegates to the national convention and the Code of Conduct for the Convention.
- The national Convention shall elect the Executive Committee.
ARTICLE V
BOARD OF DIRECTORS
- The Board of Directors shall be elected by the plenary of the national convention from among the members in good standing of the National Puerto Rican Agenda.
- The Board of Directors shall be composed by:
a. Nationwide Puerto Rican organizations that are members in good standing of NPRA shall be eligible to appoint a representative to the Board of Directors.
b. Statewide Organizations and Chapters:
- NPRA statewide organizations in good standing shall be eligible to appoint a representative to the Board of Directors, if a State Chapter does not exist. If there more than one State organizations, then they need to create a State Chapter.
- A State Chapter in good standing shall be eligible to appoint a representative to the Board of Directors.
c. Individual Members. Active individual members in good standing that do not represent any particular organization but have a proven leadership and commitment to NPRA are eligible to be elected by the plenary as members Board of Directors for a period of two years.
3. The duties of the Board of Directors shall be:
a. To direct the affairs of the NPRA and transact all necessary business in accordance with the platform and resolutions of the nationwide convention, in the intervals between nationwide conventions and other such business as may be in the interest of the membership at large.
b. The Board of Directors shall designate the work, duties and responsibilities of the Committees. It shall approve the Chairpersons of the committees.
c. The Board of Directors shall meet every 3 months and shall transact its business only at regular and special meetings.
d. Special meeting of the Board of Directors shall be call by the president or at the written request of five (5) members of the Executive Committee. Five days notice shall be given to all members of the board prior to the date of the proposed meeting stating the date, time and purpose of the meeting.
e. The National Convention shall elect the Executive Committee.
f. The Board of Directors shall have the authority to fill vacancies in the Board of Directors or in any other elected office. Such vacancies will be filled for the unexpired term.
ARTICLE VI
THE EXECUTIVE COMMITTEE
- The Executive Committee shall be composed of the officers and three at-large members elected by the Board of Directors.
- The functions of the Executive Committee shall be to:
a. Oversee the proper governance and administration of NPRA.
b. Provide Organizational Direction and Act on Behalf of the Board of NPRA.
c. Provide Organizational Oversight in the implementation of the Board decisions
d. The Executive Committee shall meet every two months
e. Quorum of the Executive Committee shall be 50% plus 1 of the members.
f. Vacancies in the Executive Committee shall be filled by current active board members.
ARTICLE VII
OFFICERS
- The officers of NPRA shall be President, 1st Vice-President, 2nd Vice-President, Secretary, Deputy Secretary, Treasurer and Public Relations Officer.
- The Board of Directors shall elect the officers for a term of two years.
- The officers shall be members of the Board of Directors.
- Shall be authorized signers on the bank accounts.
- The duties of the officers shall be:
a. President- Shall be the spoke person of the organization, preside all meetings of the Board of Directors and the nationwide convention; shall be an ex-officio member of all committees; shall appoint all committee chairpersons subject to the approval of the Board of Directors; Shall hire and oversee the NPRA Leadership staff and sign contract proposals.
b. 1st Vice President- shall act as aide to the President and perform such other duties as deemed necessary by the President and the Board of Directors. The 1st Vice-President shall become President if that position becomes vacant.
c. 2nd Vice President- shall act as aide to the President and perform such other duties as deemed necessary by the President and the Board of Directors. Shall perform the duties of the 1st Vice President when he/she is not available and will shall become 1st Vice-President if that position becomes vacant.
d. Secretary- shall convene meeting of the Executive Committee and Board of Directors as directed by the President, keeping accurate records of the proceedings of all meetings, maintain accurate records of the membership of NPRA and all internal and external correspondence of the organization.
e. Deputy Secretary - shall act as aide to the Secretary and perform such other duties as deemed necessary by the Secretary and the Board of Directors.
f. Treasurer- shall oversee the financial administration of NPRA, review procedures and financial controls including:
1. Open and close checking account with the approval of the President and/or the Executive Committee.
2. Every month the Treasurer shall provide the President a financial report with a copy of the bank statement with a list of inflow/deposits made and from where, and expenses to who and for what purpose.
3. receive and keep a detail record of all membership fees and donations;
4. shall record and report all disbursements;
5. shall give a financial report at all regular meetings of the Board of Directors;
6. shall deposit funds, maintain books covering financial operations, assets and liabilities;
7. shall sign such papers, instruments, drafts and checks as are incidental to the office, per the financial control policy approved by the NPRA board.
8. shall make all records available for independent audit or review by the President and Board of Directors.
g. Public Relation and Communication Officer- With the authorization of the President, shall be responsible to coordinate and oversee the Resource and Marketing Committee, which includes but not limited to all press releases and public relations activities. Shall supervise social media and the production of the NPRA publications.
ARTICLE VIII
COMMITTEES
1. There shall be the following committees:
a. Programmatic Committees:
- Economic Development
- Housing
- Business Development
- Education:
- Healthcare
- Civic Engagement
- Relations with Puerto Rico
b. Resource Development and Marketing:
- Fundraising
- Communications: media, print and web based
- Public Affairs
- Organization and Development of ChaptersEconomic Development
c. Finance and Audit Committee:
- Oversight of finances
- Finance Policy
- Checks and balances of finance
d. Convention and Governance Committee – shall be composed by some elected officers, and regular board members. This committee will work on filling vacancies on the board until next Convention and on preparations for the next Convention.
3. All chairpersons of the committees shall be appointed by the President with the approval of the Board of Directors and shall be members in good standing of the Board of Directors.
4. Records of committee activity will be kept by the chairperson and be made available to the President and Board of Directors.
5. The chairpersons of the committees shall make reports to the President and the Board of Directors.
6. The President, with the approval of the Board of Directors, may appoint additional committees in order to implement the decisions and resolutions of the National Conventions.
IX STATE CHAPTERS
For the purposes of these bylaws “chapter” shall mean a statewide organizational structure chartered by NPRA by means of a duly executed and existing Chapter Agreement with NPRA. A State Chapter can be created by a statewide Puerto Rican convention or an existing functioning State organization that comply with Article III section 1 of these bylaws approved by the National Board of Directors. The National Board of Directors shall establish policies for approving, maintaining and revoking State Chapters. Each chapter shall comply with the policies, procedures, and strategic activity guidelines developed by the National Board of Directors for chapter formation and activities.
Each chapter shall meet certain basic chartering requirements as defined from time to time by NPRA. Such requirements would include: nonprofit status, formal adoption of NPRA’s mission statement, purpose, logo, name and bylaws. All such chartering requirements are to be delineated in a Charter Agreement between the State chapter and NPRA.
Each State Chapter shall have a State Board of Directors elected at the State convention. The State Board of Directors shall direct the affairs of NPRA in its particular state and transact all necessary business in accordance with the platform and resolutions of the National Convention and the decisions and guidelines of the National Board of Directors.
Each State Chapter shall elect an Executive Committee that shall be composed of the following officers: State President, State Vice-President, State Treasurer, State Secretary, State Public Relations, Communications Officer and regional chairs when appropriate for large states.
The Functions of the State Executive Committee shall be::
- To implement the policies and decisions of the National Board of Directors and State Board of Directors.
- To make plans for the proper functioning of NPRA in their particular state.
- To assure regular communication between the State Chapter and the National Board.
- To take such actions that are necessary between the meetings of theState Chapter.
- Each State Chapter shall determine it’s own specific committee structure and staffing needs.
- State Chapters shall collect dues from members in accordance with the NPRA’s policies and procedures unless otherwise specifically approved by National Board of Directors. Half of the dues collected shall remain the property of the State Chapter and the other half to the National NPRA Central Office for nationwide expenses.
- NPRA National Board Executive Committee shall assess an annual charter fee on each state chapter and shall collect a 20% administrative fee for all fundraising done for that state. All Chapter’s funds will be administered by National Executive Committee and a separate cost center will be developed for each State.
ARTICLE X
DISCIPLINE AND GRIEVANCE PROCEDURE
- The Executive committee shall be responsible for the investigation of any grievance or discipline complains by one member or organization against another. If there is a complaint against a member of the Executive Committee, the Board, by the approval of 2/3 of its members, shall appoint an Ad Hoc Discipline and Grievance Committee to investigate and make recommendations to the board on how to adjudicate such a complaint.
- The committee shall hold fact-finding hearings if necessary in order to have a complete and fair investigation.
- The committee shall present a report and make recommendations to the Board of Directors.
- The Board of Directors shall make the final decision on disciplinary cases.
- The penalties against individuals or organization members for the violations of the bylaws or the platform of NPRA may include reprimand, suspension, recall from office and expulsion.
- The penalties of recall from office or expulsion from the organization shall be issued only in cases of criminal activity, conscious actions harmful to the NPRA or repeated breaking of the bylaws and platform of NPRA. Recall or expulsion shall require the approval of 2/3 of the Board of Directors.
- All penalties resulting from disciplinary action can be appeal to the National Convention. An appeal notification must be filed with the Board of Directors 30 days prior to the National Convention.
ARTICLE XI
GOOD STANDING
- In order to be in good standing an individual member or organization must pay the annual dues, work actively in at least one action committee and follow the bylaws and resolutions of NPRA.
- Three consecutive unexcused absences to properly called meeting without proper and justifiable cause shall constitute grounds for immediate vacancy of any elective position. Such vacancies shall be filled for the unexpired term by the President subject to approval of the Board of Directors.
ARTICLE XII
QUORUM
- Quorum for the meetings of NPRA shall be half plus one of the members of the particular body in session.
ARTICLE XIII
DISSOLUTION
- Upon the dissolution of the National Puerto Rican Agenda it’s asset shall be distribute to other Puerto Rican/Latino nonprofit organization and such distribution shall be done in accordance with the law.
ARTICLE XIV
AMENDMENTS
- These bylaws may be amended with the support vote of two thirds (2/3) of the Board of Directors and subject to the ratification at the National Convention.
