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BYLAWS

Article I: Name

            This organization shall be known as the Asociación para la Educación Teológica Hispana (in English, the Association for Hispanic Theological Education); hereafter, referred to as the Asociación.

Article II: Purpose

The purpose of the Asociación shall be to address theological education within the Hispanics Protestant traditions through the following:

2.1 To promote and enhance theological education for Hispanic/Latinos/Latinas Americans in Bible institutes, Bible colleges, seminaries, universities and other programs in the United States, Canada and Puerto Rico. 

2.2 To foster communication and cooperation among persons involved in Hispanic theological education, including those from Church-based Bible institutes as well as institutions of higher education. This includes the promotion of communication and cooperation among institutions regarding Hispanic theological education.

            2.3 To support Hispanic Americans presently engaged in theological education.

2.4 To affirm and support educational programs and academic projects directed to Hispanic theological education. Also to promote the development of Hispanic Americans engaged in theological education.

2.5 To provide a channel for communication, cooperation, and advocacy on behalf of Hispanic American educators and support personnel, as well as their institutions.

2.6 To create a forum for conscientization regarding relevant issues which affect institutions engaged in theological education for Hispanic Americans.

2.7 To conduct meetings and conferences at the regional and local levels, to foster the spiritual, professional, and institutional development of its members.

Article III: Membership

            The Asociación will be open to four levels of membership: full, affiliated, institutional and student, as described below. In order to be a member in any of these categories, a person or institution must subscribe to the Constitution and Bylaws and pay all current dues as established by the Asociación.

            3.1 Full membership

            Full membership in the Asociación is open to Hispanics/Latinos/Latinas in the United States, Canada and Puerto Rico who are engaged in theological education as faculty, administrators or other support staff in Bible institutes, Bible colleges, seminaries, Hispanic programs in theological institutions or para-church organizations, and university programs such as departments of religion, theology or biblical studies and other related fields. Full membership is also available to non-Hispanics who serve the Hispanic community with the interests and responsibilities described above.

            3.2 Affiliated membership

            Affiliate membership in the Asociación is open to Hispanics/Latinos/Latinas in the United States, Canada, and Puerto Rico who are engaged in agencies, regional or local associations interested in Hispanic theological education, community based programs, executive ministers of denominational organizations, members of boards of trustees of institutions defined in 4.1, and volunteers who work in diverse aspects of said institutions. Affiliated membership is also available to non-Hispanics who serve the Hispanic community with the interests and responsibilities described above.

            3.3 Institutional membership

            Institutions so defined in 4.1, as well as accrediting bodies, consortia, denominational organizations, publishing houses and related entities, which provide literature and other resources for theological education for Hispanic Americans, para-church organizations and community-based programs with particular interest in Hispanic theological education may apply for institutional membership to the Asociación.

            3.4 Student membership

            Student membership to the Asociación will be encouraged among students of those institutions defined in 4.1.

            3.5 Associate membership

            Persons in countries other than Canada, Puerto Rico and the United States may become associate members.  They may participate in all the activities of the Asociación without any financial claim on the funds of the Asociación.

            3.6 Voice and vote

            All individual members of the Asociación (full, affiliated and student) will have voice and vote in all meetings of the Asociación.  Representatives of institutional members and associate members will have only one voice.  This right will become effective 90 days after membership is issued.

Article IV: Dues

            Each member of the Asociación shall pay annual dues.

4.1 Dues for all levels of membership will be set at the biennial meetings of the Asociación upon recommendation of the Executive Council.

4.2 The dues year shall be from January 1^st until December 31^st. Failure to pay dues will result in the loss of membership and corresponding benefits.  Subsequent payment will serve to reinstate a member with the corresponding benefits for the remainder of the dues year.

4.3 All members will be required to keep their corresponding dues up to date in order to maintain their membership in good standing. Currently paid membership shall be condition for voting in any business meeting of the Asociación and for holding office at any level.

4.4 Persons who have served the Hispanic theological community with distinction and who have retired may have their duties waived by action of the Executive Council.

Article V: Benefits

          5.1 Individual membership

            Individual members (full, student and affiliated) will be entitled to voice and vote in business sessions, elections to office, appointment to committees and participation in programs and other services of the Asociación.

            5.2 Institutional members

5.2.1 Institutional members will be entitled to participate in all programs and activities of the Asociación.

5.2.2 Representatives of member institutions will be entitled to voice in business sessions and participation in programmatic activities of the Asociación.

5.2.3 Each institutional member will have the right to designate one representative to the Associación and to notify the Asociación of such designation.

5.3 Membership is expected of both individuals and institutions in order to benefit from grants and other programs.

  Article VI: Governance

          6.1 Assembly

6.1.1 The governing body of the Asociación will be its Assembly, which shall have the power to establish policy, guidelines, and programs. The Assembly shall convene every two years, in ordinary meetings also known as Encuentros.

6.1.2 Extraordinary meetings of the Assembly may be called by its Executive Council, no less than 60 days in advance of the proposed meeting. The convocation for such an extraordinary meeting will include all agenda items to be discussed. Only items included in the agenda circulated at least 60 days in advance will be discussed in an extraordinary meeting of the Assembly.

6.1.3 The Assembly shall elect an Executive Council to carry on its mandates and the general purposes of the Asociación. All members of the Executive Council will be elected at the biennial Encuentro.  Where deemed possible, the Council will represent the diversity of the total membership of the Asociación.

6.1.4 The agenda for the Assembly shall be responsibility of the Executive Council and will be distributed to the membership no later than thirty days prior to the Assembly.

6.1.5 The program shall be made available to the membership not later than thirty (30) days prior to the Assembly.

                        6.1.6 Whenever possible, the Assembly will take place in different regions.

6.1.7 Quorum for business meetings of the Assembly will be two thirds of all voting members registered and in attendance.

            6.2 Executive Council

                        6.2.1 The Executive Council shall consist of the chairperson, vice-chairperson, treasurer, secretary and three representatives at-large.

6.2.2 These officers shall perform the duties prescribed by the Constitution, Bylaws, and by the parliamentary rules adopted by the Asociación.

6.2.3 The duties of the Executive Council include:

            6.2.3.1 Set time and place for meetings of the Executive Council.

            6.2.3.2 Appoint standing committees and ad-hoc committee as necessary.

6.2.3.3 Review the final position of the Asociación and authorize the review or audit of the financial records of the Asociación.  Set the annual budged for the Asociación, allocate funds for its operations and recommend membership dues to the Assembly.

            6.2.3.4 Appoint supervises and if necessary terminate the Executive Director.

            6.2.3.5         Act on behalf of the Assembly when the latter is not in session.  This includes the development of proposals, programs and other matters as deemed necessary. 

            6.2.3.6 Receive and act upon reports from officers and committees as required.

            6.2.3.7 Support annual fund raising efforts.

                        6.2.4 The Executive Council shall meet twice a year in regular sessions and may hold extraordinary meetings, when necessary.

                        6.2.5 Extraordinary Executive Council meetings can also be called upon the request of five of its members.

                        6.2.6 When necessary, the Executive Council may take action via a conference call or written communication.  Such action shall require a two-thirds favorable vote of its members.

6.3 Officers

                        Officers will be elected   for two years terms, with the possibility of reelection to the Council.

                        6.3.1 Chairperson

            The chairperson will preside over all ordinary meetings of the Council, and the biennial Encuentro. He/she will represent the Asociación where deemed appropriate or necessary. He/she will convene all meetings of the Council, and the Encuentros.

            6.3.2 Vice –Chairperson

            The vice chairperson shall substitute for the chairperson when necessary or when requested by the chairperson.

                        6.3.3 Secretary

            The secretary will be responsible for the minutes of the Executive Council and the business meetings of the Asociación.  He/she will make the minutes available to the Executive Director for distribution in a timely fashion.

                        6.3.4 Treasurer

            The treasurer will be responsible for the oversight of all financial matters and records of the Asociación. The treasurer will ensure that all dues are received and duly acknowledge to the paying member by receipt. He/she will ensure that funds are deposited in a bank account, registered in the name of the Asociación, by the Executive Director or by the treasurer. The treasurer will consistently, and in a timely fashion, keep log of all monetary transactions and will, when required by the Council, render a written report of the Treasury.

            The fiscal year for the Asociación will be from January to December. In preparation for each biennial Assembly, the treasurer's accounts shall be audited, under the direction of the Executive Council, and a report of said audit will be presented to the Assembly.

            6.3.5 Representatives at large

            Three representatives at large will be elected.  They shall assume all responsibilities associated with membership in the Council.  Ordinarily, the Council shall include persons residing in at least four (4) of the following regions: West, Southwest, Midwest, Northeast, Southeast, Canada and Puerto Rico.

            6.4 Terms of Office

6.4.1 The term of all offices shall begin at the conclusion of the Biennial Assembly of the Asociación at which their election is announced and shall conclude at the biennial assembly at which the election of their successors is announced.

6.4.2 Any member of the Executive Council may resign by giving written notice to the chairperson. Such resignation will be effective upon request of notification.

6.4.3 The Executive Council may declare vacant the office of a member who is deemed incapable of fulfilling the assigned duties for reasons such as ill health, death, or other extreme conditions.  The Executive Council may also declare vacant the office of a member who has been absent persistently for unjustified reasons or who has been declare of unsound mind by a court order, or convicted of a felony.

6.4.4 In the event of a vacancy on the Executive Council the Chairperson shall nominate a candidate for election by two-thirds majority vote of the Executive Council. Persons chosen by this procedure shall serve until the next regular elections. Time served filling said vacancy will not count towards term limits.

            6.5. Service on the Council

6.5.1 The members of the Executive Council shall serve without compensation except for allowed expenses incurred in the performance of their duties.

                        6.5.2   Individual members may be compensated for services rendered to the Asociación in other capacities approved by the Executive Council and allowable under the law.

                        6.5.3   The members of the Executive Council shall be immune from liability to the corporation or its members to the fullest extent permitted by law.

            6.6 Committees

                        6.6.1 The Asociación may have standing committees to manage its activities.  The Executive Council shall activate standing committees as needed, appoint committee members and determine in each case their authority and responsibilities.

                        6.6.2   Effective promotion of the purposes of the Asociación shall be the decisive criterion in the creation, activation and or continuation of committees.  In addition to responding to their charges and exercising the delegated authority, committees may initiate proposals and recommendations to the Executive Council to further the achievement of the purposes of the Asociación. 

                        6.6.3   Each committee shall maintain records of its meetings, actions and recommendations.  The chairperson of each committee shall submit a written report of its activities at least annually to the Executive Council.

Article VII: Staffing

7.1 The Executive Council shall be authorized to employ an executive director who shall serve as an ex-officio member of the Council and of the Assembly, with voice and no vote.

7.2 The Executive Director will function subject to the Assembly and/or to the Executive Council. The Executive Director will fulfill his/her duties as required by law, by the constitution, by these Bylaws, and/or by the Executive Council. The Executive Director may, in the name of the Asociación, execute deeds, mortgages, bonds, contracts, checks or other instruments when so authorized by the Executive Council. The Executive Director shall administer and maintain the Asociación to conduct its business and to serve its needs. The Executive Director will be responsible for the maintenance and appropriate circulation and distribution of such documents as logs, minutes, and/or reports. She/he will see that these are distributed in a timely fashion, that appropriate notification of all meetings be made in writing to all members of the Executive Council, and that before all Encuentros all active members of the Asociación be duly notified.

7.3 The Executive Director will give continuance to all functions deemed necessary by the Council when the latter is not in session. He/she shall serve as the Executive Council’s principal staff person.  He/she will coordinate the programs and services of the Asociación.

7.4 The performance of the Executive Director shall be reviewed annually by the Executive Council.

7.5 The Executive Director may be removed, either with or without a cause, by the Executive Council at any time. He/she may resign at any time by giving written notice to the Executive Council. Normally, such resignation shall not take place until 30 days after the date of receipt of such notice. Acceptance of such resignation shall be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Executive Council relating the employment of the Executive Director.

Article VIII:  Regional and local Chapters

8.1 Where needed and advisable to serve its membership, the Asociación will develop local and regional chapters.

8.2 The Asociación acknowledges the existence and the value of regional and local organizations whose goals include the enrichment of Hispanic theological education. The Asociación may coordinate its work with regional and local organizations through its Executive Council, and assist such organizations as requested.  Such organizations (and others founded at a later date) may become regional or local chapters of the Asociación, in which case they will follow the rules, Bylaws, and constitution of the Asociación.

8.3 The Executive Council will assist the various regional and local groups to accomplish mutual purposes more effectively.  The Executive Council may review the effectiveness of the various regional and local groups, their number and their geographical boundaries and may alter the numbers and boundaries to accomplish the purpose of the Asociación more effectively.

8.4 Each regional or local group may arrange for meetings within the geographical area assigned to it. Attendance and participation in the meetings of all regions shall be open to all members of the Asociación, regardless of their residence.

8.5 The members of the Asociación residing within the geographical area served by each regional or local group may elect from among their members officers as they deem necessary in order to organize activities in coordination with the main office of the Asociación.

8.6 Registration fees sufficient to cover costs associated with regional or local meetings may be charged. No region, however, may levy additional dues in the name of the Asociación.

8.7 At least annually, each regional group shall file with the central office a report of its activity and finances.

8.8 The Asociación shall not be liable for legal and financial obligations incurred by regional or local chapters.

Article IX: Affiliated interest groups

9.1 Members of the Asociación may also organize affiliated interests groups devoted to a particular interest or field of study within the parameters of the purposes of the Asociación.

9.2 In consultation with the Executive Council, each affiliated interest group may arrange for meetings.  Such meetings of the affiliated interest groups may be held in connection with the Biennial Assembly. No such meeting shall conflict with regional or local meetings or with the Biennial Assembly. Attendance and participation in such meetings shall be open to all members of the Asociación.

9.3 Affiliated interests groups may elect officers as they deem necessary. The Executive Council may appoint one of its members to serve as an ex-officio officer of an affiliated interest group.

9.4 Registration fees sufficient to cover costs associated with affiliated interest group meetings may be charged.

9.5 The Executive Council may allow affiliated interest groups to levy additional dues among their members.

9.6 Each affiliated interest group shall file with the central office a report ot its activities and finances.

            9.7 The Asociación will not be liable for legal and financial obligations by special interest groups.

Article X: External Relations

10.1 The Asociación will seek to strengthen other groups and agencies devoted to a particular interest or field of study within the parameters of the purposes of the Asociación. The relationship between such groups and agencies and the Asociación will be negotiated by both parties, to the best advantage of both.

10.2 Similarly, the Asociación will seek to relate to existing Hispanic Theological Associations, and organizations, whose purpose and objectives fall within the parameters of the purposes of the Asociación.

10.3 The Asociación will welcome and seek collaboration and dialogue with groups in other Spanish/Hispanic/Latino communities or areas of the world that will support and strengthen the goals, programs and activities of the Asociación.

Article XI: Limitations of activities

11.1 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, Executive Council members, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

            No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future federal tax code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 or any other corresponding provision of any future federal tax code.

11.2 Upon the dissolution of the corporation, the Executive Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation, or for one or more other exempt purposes, in such manner, or to one or more organizations described in Sections 501 (c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future federal tax code), as the Executive Council shall determine. Any of such assets not so disposed of shall be disposed of by a court of appropriate jurisdiction exclusively for such purposes or to such organizations, as said court shall determine which are organized and operated exclusively for such purposes.

Article XII: Seal

            The seal of the corporation shall be a disk inscribed with the following words:

Asociación para la Educación Teológica Hispana, Inc.

Georgia

Corporate seal 1993

Non-Profit

Article XIII: Procedure in deliberations

            All business meeting of the Asociación will be guided by the latest edition of Robert's Rules of Order in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Article XIV: Amendments

            These Bylaws may be amended by a two-thirds majority of the members of the Asociación present and voting at the Biennial Encuentro business meeting, provided that the text of the proposed change is mailed to all active members at least ninety (90) days prior to the determined date of said Encuentro.

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