BYLAWS OF THE RESEARCH INSTITUTE OF UNITED STATES SPANISH, INC. (RIUSS)
The name of this corporation is “Research Institute of United States Spanish, Inc.” (RIUSS). The Institute is registered in the City of New York with perpetual existence. The purposes of this Institute are exclusively scientific and educational. Its mission is to consolidate the Latino identity through research and a dialogue on the fuller understanding of Spanish as it is used in the United States.
Vision: RIUSS aims to consolidate the linguistic identity of Spanish speakers in the United States through the study of the written/formal uses of the language.
Mission: RIUSS strives to create and function in a space for dialogue and research to determine and consolidate the use of formal Spanish of the United States.
The Membership of RIUSS shall consist of the Board of Directors and members in categories determined by simple majority vote of the Board. Such categories may be:
- Founding Members are those persons who support the mission and goals of RIUSS and pay a founding membership fee as determined by the Board; said fee must be paid within six months of the date of incorporation of the Institute.
- General Members are those who pay their dues as established by the Board of Directors and are in good standing; these members are entitled to vote in the election of officers and may be asked to serve on committees as may be established by the Board.
- Advisors are persons selected by the Board in view of their expertise, their standing in the field, their relationships and other criteria. They are not necessarily dues-paying members.
The Board of Directors may also create by simple majority vote committees comprising General Members, members of any class of membership that may be established and advisors who may or may not be members.
Board of Directors
1.01 Composition and Elections
a) The initial Board of Directors is comprised of the five founders of RIUSS upon its incorporation. The Board of Directors shall consist of at least five but not more than nine members. b) The Officers of the Board shall be: President, Vice President, Second Vice President, Treasurer and Secretary. c) The term of office of the Founding Board Members and Board Members elected successively shall be three years. Sitting Board Members are not term-limited and may be re-elected successively. d) Election of Board Members shall take place every three years. e) The Board of Directors shall inform members of the Institute of the schedule and requirements of the election at least two months before the scheduled date of the election. f) Members in good standing can be considered for election to the Board of Directors. g) Election of members shall be via email. h) The Board may remove a Board Member when a simple majority of Members of the Board determines that the Member’s continued service on the board is not in the best interest of the Institute. i) In the event of a vacancy occasioned by death, resignation or removal of any Member, the Board may elect by simple majority vote a replacement to serve the balance of the term of the Member who was unable to continue.
a) No fewer than two regular meetings of the Board of Directors shall be held each calendar year at a time and place designated by the Board with at least two weeks’ notice. Other meetings may be called by the President or by at least half of the Board Members with at least one week notice.
b) The presence at any meeting, whether physical or via telephone, of at least one half of the Board Members shall constitute a quorum for conducting Institute business.
c) For purposes of quorum, attendance can be in person or via telephone.
d) Except as may be required by law or by these Bylaws, decisions of the Board shall be taken by a simple majority of members voting. Voting by proxy shall be limited to specific subjects set forth in the notice of the meeting. In the event of a tie, the vote of the President shall prevail.
1.03 Powers and Functions
The Board is responsible for the direction and management of RIUSS in accordance with the Certificate of Incorporation. It may hire staff and form committees, including an Advisory Committee, from among Board Members, General Members and the public to assist it in carrying out its duties.
The Board may enter into agreements, contracts or Memoranda of Understanding (MOU) and may form alliances with organizations whose mission align with the mission of RIUSS. Such organizations may include universities, research entities, professional associations and others as determined by simple majority vote of the Board of Directors.
The Board may conduct fund-raising activities through outreach to corporations, government entities, foundations, individuals and other organizations as it deems appropriate.
Members of the Board of Directors shall not receive remuneration for their services to the organization. They may be remunerated, however, for articles, services, studies and other work performed on a personal basis, even if related to the mission of RIUSS. The Board of Directors, by simple majority vote, will approve the level and nature of the remuneration.
In the absence of fraud or bad faith, the Board of this Institute shall not be personally liable for debts, obligations or liabilities. Board Members shall be completely protected and justified in acting upon the opinion or advice, oral or written, of counsel for the Institute. The Board shall have the power to and shall indemnify any Board Member, officer or former Officer of the Institute for expenses and costs (including attorney’s fees) actually and necessarily incurred by such person in connection with any claim asserted against such person by action in or otherwise, by reason of being or having been such a Trustee or Officer, except in relation to matters in which such person has been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
Board Members shall not be compensated for service on the Board. The Board of Directors, however, shall determine by simple majority vote the nature and level of remuneration its members may receive for services to third parties and for articles, commissioned work, studies, reports and other (see Compensation, above).
The Board shall elect from among its members a President, a First Vice President, a Second Vice President, a Treasurer and a Secretary. They may be elected by Members in good standing to serve for three-year terms indefinitely.
The President is the Chief Executive Officer of the Institute. The President is responsible for oversight of the work of an Executive Director on behalf of the Board of Directors if and when such person is employed by the organization.
1.07 First Vice President
In the absence of the President, or in the event of such officer’s inability to act, the First Vice President shall perform the duties of the President. The First Vice President shall also perform such other duties as may be assigned by the President of the Board.
1.08 Second Vice President
In the absence of the First Vice President, or in the event of such officer’s inability to act, the Second Vice President shall perform the duties of the First Vice President and, as may be necessary, of the President. The Second Vice President shall also perform such other duties as may be assigned by the President or the Executive Committee.
The Secretary shall perform such duties as may be assigned by the President or the Executive Committee.
The Treasurer shall maintain the financial records and report, as determined by the Board, on the financial status of the Foundation to the Board at their meetings. The Treasurer shall perform other duties as the President or the Board shall assign, except he/she cannot serve as chair of the Audit Committee in the event such a Committee is established.
2.01 Staff and Functions
The Board of Directors shall exercise all functions necessary for the effective, efficient functioning of the Institute according to laws and regulations governing nonprofit organizations. These functions include but are not limited to hiring of staff, e.g., an Executive Director, securing office space, issuing reports, conducting programs for members, the public and others.
The Board may establish standing or other committees comprised of Board Members and other members as it deems necessary, with the approval of a simple majority of the Board.
These Bylaws may be amended by a simple majority vote of the Members of the Board of Directors. Amendments may be proposed by any Board Member by sending the proposed amendment to the Chairman of the Board at least two weeks in advance of the meeting at which such amendment is to be considered