Festival de la Palabra

By-laws

ARTICLES OF INCORPORATION (BYLAWS) OF

SALON LITERARIO LIBROAMERICAN EN PUERTO RICO, INC.

Article 1 – NAME

The name of the organization is SALON LITERARIO LIBROAMERICA EN PUERTO RICO, INC., hereafter referred to as the “Salon”.

Article 2 – MISSION

The Salon is a nonprofit corporation organized exclusively for cultural and educational purposes, to promote literacy in the Island of Puerto Rico and in other Latino and Minority Populations and under represented communities in the United States, under the corresponding laws and privileges granted by the Commonwealth of Puerto Rico (Department of State Reg. No. 54503, April 7, 2008) and of the United States of America.

Article 3 – PURPOSE

  1. The purpose of the Salon is to promote literacy within the Island of Puerto Rico, and to promote the internationalization of Puerto Rican Culture, and to establish a dialogue and promote the exchange of ideas between Puerto Rico and the continent of the Americas.
    1. By promoting reading, creative writing, discussions, dialogues and intellectual exchanges between writers, intellectuals and the general public from the Island of Puerto Rico and the rest of the World, the Salon pretends to expand the intellectual and cultural field of vision of the people of Puerto Rico and of underrepresented minority groups in the United States that have traditionally displayed higher illiteracy rates.
    1. Because the current rate of functional literacy and semi-literacy within African American and Hispanic children are disproportionally high, the Salon intends to fight those trends, by promoting literacy among the children of Puerto Rico and among the children of traditionally disadvantaged minorities within the continental United States.

Article 4 – OFFICERS AND DUTIES

    1. The Salon shall be governed by a Board of Directors comprised of a President, a Treasurer, and a Secretary. The Board of Directors can expand its composition by naming a Vice president and no more than five Vocals.
    2. The first Board of Directors shall be democratically elected by the founding members of the Salon. Thereafter, its members shall be selected by the rest of the board when a position becomes vacant. The members of the board will be elected my a majority of votes for a period of four years. Being a member of the Board of Directors does not guarantee financial compensation for the member.
    3. All members of the board can be re-elected indefinitely.
    4. The members of the Board of Directors who can not attend a meeting can do so via proxy vote in writing.
    5. Decisions of the Board of Directors will be taken by a simple majority. In case of a tie, the president will break up the tie.
    6. The responsibilities of the Board of Directors are:
      1. To direct and supervise the activities of the Salon.
      2. To draft a yearly plan of action.
      3. The prepare the minutes of all the annual activities.
      4. To prepare the financial statements.
      5. To prepare and approve the annual budget.
      6. To accept new members and to terminate members.
      7. To make sure that the decisions taken by the Board are implemented.
      8. To develop the rules and procedures of the Salon.
      9. To nominate, evaluate, hire, reprimand or destitute the Executive Director, or any other personnel that may be deemed necessary for the better functioning of the organization.
      10. To nominate, create, and dissolve any committee.
      11. To preserve and ensure that the Bylaws are followed.
    7. In consultation with the Board of Directors, the President shall have the most powers to execute the responsibilities of his/her office and of the Board of Directors. Some of the duties of the President of the Board are: To legally represent the Salon publicly and privately, to call and preside meetings, to determine the annual theme, to authorize with his/her signature any official documents or any document necessary to conduct business, to have the power to open and close bank accounts, and to serve as the annual meeting coordinator as required to conduct the Society’s business.
    8. The Vice president shall substitute the President in his absence and will execute his/her function as established in these Articles of Incorporation. He/she can also execute the powers that the President may bestow upon him/her in writing. The Vice president has the right to vote in the meetings.
    9. The Secretary shall be responsible for all secretarial of the Salon. Specific duties include the recording and reporting of minutes of the annual meeting, and for the membership record keeping.
    10. The Treasurer shall be responsible for the preparation, supervision, and management of the budget in coordination with the Executive Committee. He/she will submit a report on the finances of the Society to the Treasury Department of Puerto Rico on a yearly basis. The report must be audited by a Certified Public Accountant as required by the Department of State of Puerto Rico.

Article 5 – THE EXECUTIVE DIRECTOR

It shall be the responsibility of the Board of the Directors to name an Executive Director, who will be in charge of executing the mission of the Salon, as established by the Articles of Incorporation and as established by the rulings and directives of the Board of Directors. In consultation with the Board of Directors, the Executive Director’s primary responsibility shall be to raise funds for the Salon. The Executive Director shall attend all meetings of the corporation and shall have the right to participate in the deliberations of the Board, but does not have the right to vote. The Executive Director will have the right to hire personnel to achieve the activities of the Salon and shall deliver to the Board, in writing, an annual report. The Executive Director will be entitled to a salary compensation as stipulated by the Board of Directors. His/her duties will be evaluated annually by the Board of Directors.

Article 6 – MEETINGS

The Board of Directors shall meet at least four times a year, and as many times as necessary, or when the President of the Board my convoke the meeting, or by the petition of two or more of its executive members.

6.1 Quorum

In order to conduct a meeting, a quorum (one more than half of the membership) must be present.

6.2 Cancellation of Meetings

If, for some reason, a meeting must be canceled, a designated member will contact the other members of the executive.

6.3 Order of Business

The following sequence shall be followed to conduct meetings:

      1. Reading and approval of minutes of last meeting
      1. Administrative matters
      2. Old business
      3. New Business
      4. Financial report as needed
      5. Set agenda for next meeting

6.4 Setting the Agenda

We shall establish the order of business by attending to those items that are deemed most important, by consensus, prioritized by deadlines.

6.5 Absences of Executive Director(s)

If chairperson(s) are absent, it will be their responsibility to communicate with the board, providing those with information which must be shared with the others members of the team.

6.7 Keeping Records of Meetings

Documentation for the public information will be posted in the Salon’s website. The secretary will be designated to duplicate copies of all documentation and will be responsible for storing a duplicate set of documentation in the office of the Salon.

Article 7 – DECISION MAKING

7.1 All decision will be made by a majority vote.

7.2 Conflict and Impasse Resolution

When a decision cannot be reached, the following steps will be taken:

      1. Majority rule.
      2. Table the item until the next meeting, the executive board members of the Salon will seek facilitation from other outside qualified third party recommended by Executive Board & Advisors.
      3. Final decisions will be determined in a fashion acceptable to all members of the Salon.
      4. When the executive board decides there is a time constraint, the secretary will make a decision when necessary while facilitation is being sought.

Article 8 – COMMUNICATION

8.1 Team recommendations and decisions will be communicated to the respective constituencies through:

      1. Telephone Calls
      2. Open Sessions
      3. Emails

Article 9 – AMENDING THE BYLAWS

The By-Laws of the Salon must be reviewed at the first meeting each new calendar year. A quorum of the total club membership is required to amend any by-laws.

Article 10 – DISSOLUTION CLAUSE

If, upon the winding up or dissolution of the Salon Literario Libroamerica en Puerto Rico, Inc., there remains, after the satisfaction of its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Club but shall be given or transferred to some other Association or Associations, Society or Societies, having objects similar to the objects of this Salon, to be determined by the members of the Salon at or before the time of dissolution or in default thereof by some Judge of the High Court of Justice as may have or acquire jurisdiction in the matter.

Article 11 – CONFLICT OF INTEREST CLAUSE

    1. Officers and Directors shall perform their responsibilities in the best interest of the Salon without regard to personal, organization, or corporate gain. A conflict of interest exists when a question is before the Board of Directors in which an individual has a direct personal, organizational, or corporate financial interest not common to the other members of the Salon. When a conflict of interest arises, or the appearance of a conflict of interest exists, the responsible Officer/Director will acknowledge this conflict of interest prior to deliberations and will recuse (i.e., disqualify oneself) from voting.
    1. The Salon members and contributors shall perform their responsibilities in the best interest of the Salon without regard to personal, organizational, or corporate gain. A conflict of interest exists when a question is before the Salon entity in which an individual has a direct personal, organizational, or corporate financial interest not common to the other members of the Salon. A conflict of interest also exists when a product or service is under development in which an individual has a direct personal, organizational, or corporate financial interest not common to the other members of the Salon. When a conflict of interest exists, or the appearance of a conflict of interest exists, the individual will acknowledge this conflict of interest prior to deliberations or prior to participating in development of a product or service and will recuse (i.e., disqualify oneself) from voting.
    1. All Salon entities developing a product or service, shall submit a Conflict of Interest Statement, signed by the participant(s) that indicates the nature of any participant-acknowledged conflict of interest with respect to the product. The original Conflict of Interest Statement shall be submitted to the Salon office, and a copy shall be maintained by the developing entity. All products forwarded to the next level of approval shall have a recorded approval vote by the members of the forwarding entity that includes recusals due to conflict of interest. Members of the forwarding entity having a conflict of interest shall be counted in determining the presence of a quorum at a meeting of the entity that approves a product or service.

Article 12 – NON DISCRIMINATION CLAUSE

The Salon shall not discriminate on the basis of sex, age, race, ethnicity, religion, color, disability status, marital status, sexual orientation, gender identity/characteristics/expression, size, or veteran status and shall seek to provide fair and equitable service and representation to all the Salon’s members and the community.

THESE ARTICLES OF INCORPORATION WERE UNANIMOUSLY ADOPTED AT OUR ANNUAL PUBLIC MEETING AT SAN JUAN PUERTO RICO, ON APRIL 8, 2008.

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