Article I

Name and Logo: Limitation of Use

Section 1 Name

The name of this organization shall be The Hispanic Leaders Group of Greater St. Louis. It shall be known by either its full name or its customary appellation, HLG.

Section 2 Name Utilization

A member in good standing may identify him/herself/itself as a “Member of the Hispanic Leaders Group of Greater St. Louis” but may not use any HLG designation or logo without prior approval by the board of directors. If not an institutional member of HLG, no firm, corporation, other business establishment, not-for-profit entity, or institution shall utilize the organization’s name, or its appellation, or other membership designation for any purpose, except in conjunction with the personal names of members.

Section 3 Logo

The HLG logo represents who we are and what we stand for. It is the visual representation of our reputation. Accordingly, it is vital to build and maintain a strong brand – a consistent visual identity. The logo must appear the same in every instance. It must be depicted in proper colors and proportions as well as be used in the appropriate context. While placement of the logo will vary according to specific design needs, great care must be given to ensure that the integrity of the logo be maintained, that it is always readable and that other graphics or design elements do not interfere or conflict with the prominence of our overall identity.

Section 4 Commercial and promotional uses of the HLG logo and name

HLG asserts ownership over its name and logo. No HLG-affiliated logo or name can be used to imply or suggest endorsement of any product or service not provided or previously-approved by HLG board of directors. Individuals and organizations outside the HLG who wish to use the logo for commercial, promotional or endorsement purposes must obtain prior permission from the board of directors. It must be used exactly as it appears and cannot be changed or altered, other than to be enlarged or reduced in overall size, always maintaining its original proportions. The HLG logo must always be used in its complete form without the addition of other words, punctuation or color change.

Section 4 Use of Logo by members

The HLG logo may not be used without prior approval by the board of directors and only in the manner approved by the board. Only members in good standing will be considered for the use of the logo.

Article II

Mission, Goals and Objectives

Mission Statement

The Mission Statement of the Hispanic Leaders Group of Greater St. Louis is as follows:

The Hispanic Leaders Group promotes and supports the advancement of our vibrant Hispanic community through networking, education and advocacy to foster harmony and diversity in the greater St. Louis region.

Goals and Objectives

The purpose of this not-for-profit organization shall be to serve as a coalition organization for the Greater St. Louis Hispanic community.

It is the intent of this group to promote the Hispanic views on issues such as: education, culture, language, immigration, policy analysis, health, economic development, organized labor, employment, political awareness, and civil rights.

Most important, it is not the intent of this coalition group to break up, direct, or change any existing Hispanic organization. But it is the organization’s intent to act as a positive influence and conduit to focus Hispanic energy and resources as the Greater St. Louis Hispanic voice in our community.

Article III


Membership will be open to any established Hispanic group and other groups and individuals who are supportive of the organization.

Section 1 Classes of Membership

There are three classes of membership:

  1. Organizational Membership: Any Hispanic group or other organization whose goals and objectives include supporting the Hispanic community or any of its sectors. The president or chairperson of any organization holding this type of membership is the automatic official representative of the organization. Alternate representatives may be appointed by the organization with written notification to the chair of HLG. The organizational member’s official representative shall have voice and vote and may hold office.
  2. Individual Membership: Any person with leadership qualities or in a leadership position who shows a sincere interest in the objectives of this organization and adheres to the organization’s by-laws. A person holding this type of membership shall have voice and one vote and may hold office.
  3. Honorary Membership: Person(s) designated by the Board of Directors for meritorious recognition. Honorary membership shall automatically terminate on December 31 of each year. However, the Board, in its discretion may, by resolution, from year to year continue such honorary membership for the ensuing year. The honorary member is entitled to voice opinions and participate in all events, but may not hold office or vote.

Section 2 Application and Request for Membership

  1. Application for membership occurs upon submission of the Application Form to the Board of Directors. The application shall be submitted with the sponsorship of at least one member of this organization. That application shall also include at least one reference about the applicant, in the case of an individual.
  2. The prospective member shall be considered duly elected to membership in HLG by a majority vote of the Board of Directors.

Section 3 Responsibilities and Obligations

Responsibilities and obligations of members are as follows:

  1. Organizational Member: Organizational members’ representatives are expected to participate in at least 50% of the regularly scheduled meetings, participate and support at least one HLG activity or function, and be current with their dues.
  2. Individual Member: Individual members are expected to participate in 50% or more of the regularly scheduled meetings, participate and support one or more HLG activity or function, and pay their dues.

Section 4 Membership Dues

The annual membership dues shall be established from time to time by the Board of Directors, and are to be paid on the first day of January.

Honorary members shall be exempt from paying dues.

Section 5 Termination of Membership

Membership in the organization may be terminated by:

  1. The member's written resignation (addressed to the Chairperson or Correspondence Secretary) upon acceptance by the Board or verbal statement made at a general meeting. Such termination will be deemed to be in good standing when all indebtedness of said member to the organization has been paid.
  2. Failure to meet annual dues within thirty days after the prescribed time for dues' payment. The member shall be notified in writing by the correspondence secretary at the member's last known address. If the dues are not paid on or before ten (10) calendar days from the date of notification, said membership automatically terminates. Any position held by said individual is forfeited. Such former member, at the discretion of the board may be reinstated to membership upon the member's petition and upon the payment of all indebtedness to the organization.
  3. If a complaint is lodged with the Board of Directors against any member for good cause, the Board of Directors has the authority to terminate a membership by a two-thirds vote of the Directors. The member shall be given at least ten days' notice in writing of such pending action. The member shall have the privilege to submit to the board a written answer. The member shall also have the privilege of appearing in person before the board to present the member's case. Service of such notice shall be made by personal delivery or by registered letter to the member's last known address. The action of the board shall be final.

Article IV

Membership Meetings

Section 1 - Annual Membership Meeting

  1. Date, Location, and Quorum

The annual membership meeting shall be held in December every year and shall be held at such place, date and time as shall be selected by the Board of Directors. Quorum will consist of 1/3 of the total registered members in good standing of the organization.

  1. Agenda

The annual meeting of the members’ agenda must include, among other items as determined by the chairperson of the board, the following: chair’s written report; minutes of the previous annual meeting; treasurer’s written report; and the election of directors.

  1. Notice

Notice of the annual meeting of the members shall be sent to each member in good standing at least two weeks before the date of such meeting and shall state the date, place, time and purpose thereof.

Section 2 - Standard Recurring Meetings

Standard meetings will be held on the second Wednesday of every even numbered month. These meetings do not require that a quorum be met and, as such, during these gatherings the official business of the organization is not conducted.

Section 3 - Special Formal Meetings

Special formal meetings of the members may be called by the Board of Directors or its Executive Committee, or upon petition to any officer by at least ten percent (10%) of the members in good standing. At any special meeting of members, only such business as is stated in the call for such meeting shall be transacted. Quorum will consist of 1/3 of the total registered members in good standing of the organization. Notice of the special meeting shall be sent to each member in good standing at least two weeks before the date of such meeting and shall state the date, place, time and purpose thereof.

Article V

Board of Directors and Officers

Section 1 - Board of Directors

The Board of Directors shall consist of up to fifteen (15) individuals elected by a plurality of the members in good standing of the entire organization. The officers will be the following: Chairperson, Vice-Chairperson, Recording Secretary, Correspondence Secretary, and Treasurer.

Section 2 - Responsibilities of the Board of Directors

The Board of Directors is responsible for ensuring that the purpose, mission, Articles of Incorporation, and By-Laws of the organization are adhered to. The Board is authorized to act as a judicial entity for review of violations of the Articles of Incorporation and/or By-Laws. It will also act judiciously on matters of conduct not becoming of an officer or member of this organization and on appeals officially filed with it by the Membership Committee.

Section 3 - Duties of Officers

  1. Chairperson: The Chairperson shall be the official spokesperson for the organization, and in emergency and time pressing matters of unusual concern, has the authority to make decisions for the organization upon concurrence from a two-thirds (2/3) majority of the Board of Directors. The Chairperson will lead the meetings as the main facilitator. The same individual can only serve as chairperson four (4) consecutive years.
  2. Vice-Chairperson: The Vice-Chairperson shall assist the Chairperson by keeping the Chairperson informed of all internal/external activity of our community and membership. He/She will exercise the duties of the Chairperson in his/her absence, disability, or resignation.
  3. Recording Secretary: The Recording Secretary shall record the proceedings of all meetings. He/She shall ensure that minutes of all preceding meetings are available in typed form at the start of very meeting. In the absence of the Chairperson and the Vice-Chairperson, he/she shall preside and execute the duties of the Chairperson and will lead the meetings as the main facilitator.
  4. Correspondence Secretary: The Correspondence Secretary shall ensure that a meeting place is designated, distribute notices, update the group’s organization’s list and be the organization communicator. In the absence of the Recording Secretary, he/she shall assume all of the responsibilities of that position.
  5. Treasurer: The Treasurer shall collect and maintain the records of moneys of the group and shall make all records available to any member for inspection upon written request. He/She shall present a brief financial report at each meeting.

Section 4 - Nominations and Election and Terms in Office

  1. Board of Directors

Elections of HLG board members shall be by plurality vote of the members at its December annual general meeting.

  1. Ad Hoc Nominating Committee
    • The Ad Hoc Nominating Committee shall be appointed by the Board at least sixty (60) days prior to the date of the annual election.
    • The Committee shall consist of five (5) members (at least two of whom are Directors).
    • The Committee shall advertise the opening of nominations, gather the names of the nominees submitted, and ensure their qualification as required by these Bylaws and any Board policies and procedures.
    • Nominations will close thirty (30) days prior to the elections. The Committee will prepare the list of all qualified nominees and shall forward it to the Board at least twenty-five (25) days before the election. Names of non-qualified nominees will be submitted to the Board separately with an explanation as to why such nomination lacked qualification.
  2. Nomination
    • Only members in good standing may nominate candidates to the Board of Directors. Members are in good standing if they have been elected to membership by the Board of Directors, have not voluntarily withdrawn from membership, have not been expelled from membership by the Board, their membership fees are up-to-date, and are not subject to any disciplinary actions or penalties.
    • Only members in good standing may be nominated as candidates to the Board of Directors.
  3. Distribution of Election Ballots and Voting
    • The Chair of the HLG board of directors shall distribute election ballots (the list of qualified nominees) presented by the Nominating Committee to all members in good standing.
    • Election ballots shall be distributed no later than twenty (20) days prior to the election.
    • All voting shall be by ballot. A number of nominees corresponding with the number of directors to be elected who receive the highest number of votes shall be declared elected. Cumulative voting will not be permitted. Proxy voting shall not be allowed.
    • Absentee votes must be received by the HLG Correspondence Secretary no later than one (1) day before the date of the elections. These ballots may be sent by mail, fax or email and shall be verified by the Election Committee. Members may only complete one ballot.
  4. Election Committee
    • The Chair of the HLG board of directors shall appoint and submit to the Board of Directors for approval the Election Committee, which shall consist of three (3) members who are not members of the Board of Directors or candidates for election as such to have supervision of the election, and such committee shall serve from the opening of the polls until the result has been ascertained. The Election Committee’s duties include distributing the ballots, counting them, and announcing the results.
  5. Terms in Office
    • The members of the Board of Directors are elected to serve terms of two (2) years. Their terms of office will overlap. Up to eight (8) members will start their terms on the odd numbered years and up to seven (7) members will start their terms in the even numbered years.
    • A director may be re-elected only twice, meaning that such director would only be able to be elected by the membership to serve continuously for up to six (6) years.
    • The term of office of a member of the Board of Directors shall start on January 1 of the year following the annual elections and will conclude on December 31 of the second year.
  6. Officers
    • The Officers shall be elected by the new Board of Directors at its first meeting at the beginning of the fiscal year.
    • The Officers serve a term of one (1) year. That year shall start on January 1 of the year following the annual elections and will conclude on December 31 of the same year.
  7. Agreement
    • HLG requires that each officer and member of the board of directors sign an agreement to fulfill the responsibilities and obligations of the position.

Section 5 - Vacancies

Vacancies occurring with any of the elected directors and officers, with the exception of the Chairperson, shall be filled by a recommendation of the Board of Directors and approval of the Board of Directors as soon as possible after the vacancy occurs. The Vice-Chairperson shall fill the vacancy of the Chairperson during a term.

Persons appointed to fill vacancies shall meet the same requirements of eligibility as that of elected directors. Persons so elected shall serve the remainder of the unexpired term of the predecessor

The membership body shall be notified of the appointment no later than one month after the appointment.

Section 6 - Board Meetings and Quorum

Board of Directors meetings should be held monthly at a place, day and time to be determined by the Board. The first meeting of the board is to be held within 31 days of the new term year. Quorum will consist of a majority of the directors present.

Section 7 - Attendance

Any officer or member of the Board of Directors missing more than three (3) meetings throughout the calendar year may be removed from office by the Board of Directors.

Article VI


Section 1 - Executive Committee

The Executive Committee is composed of the officers of the corporation. It shall be the duty of this committee to address the day-to-day operations of the organization and make decisions between board meetings. Such decisions shall be reported to the Board of Directors during the board’s regular meeting.

The Chairperson of the organization shall chair the Executive Committee.

Section 2 - Education and Scholarship Committee

The Education and Scholarship Committee is responsible for administering the HLG Scholarship Program. This committee will consist of five people: two must be members of the board of directors, two must be members of HLG, and one person cannot be a member of HLG. The board of directors will determine the number of scholarship awards to be granted and their monetary worth on a yearly basis.

Section 3 - Anthony B. Ramirez Premio Esperanza Committee

The Premio Esperanza Activity Committee is responsible for planning, coordinating, promoting, and implementing events and activities related to the presentation of the Premio Esperanza, which enhances the image and reputation of the organization.

The Premio Esperanza Selection Committee is responsible for evaluating the candidates nominated for the Premio Esperanza. In choosing the recipient or recipients of the award, this committee considers detailed information provided through nomination materials and evaluates the candidate(s) qualifications against the award selection criteria.

Section 4 - Ad Hoc Committees

Ad Hoc Committees shall be established by the Chairperson as the need arises to conduct special assignments necessary to carry out the common objectives of the group.

Article VII


Section 1 - Funding

Funding of this organization shall be through membership fees and dues, corporate grants, special fundraising events, solicited contributions, and government assistance.

Section 2 - Depository

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Such entities shall be credible and insured by the Federal Deposit Insurance Corporation or its equivalent.

Section 3 - Payment of Money

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by any of the following officers: Treasurer, Chairperson, or Recording Secretary, with only one signature required for payments up to five hundred dollars ($500.00) and two signatures required on payments of more than $500. No check recipient of a corporate check may sign said check or order for payment for his/her own benefit or that of his/her company or organization. Each month, the Vice Chairperson checks the monthly checks that have been written.

Section 4 - Contracts

The Board of Directors shall authorize any officers or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Article VIII

Rules of Procedure

Robert’s Rules of Order in its latest edition shall govern the proceedings and business of this Corporation, unless otherwise provided herein.

Article IX


These By-Laws may be altered or repealed and new By-Laws may be adopted at any meeting of the members or at any special meeting of the members called for that purpose. It may also be modified at any meeting of the Board of Directors, subject to the approval of the general membership of the Corporation.

Any proposed change to these By-Laws shall be submitted in writing to the Correspondence Secretary at least thirty (30) days prior to the meeting.

Last amended by the membership on December 13, 2017.

Previous amendments:

December 9, 2015

December 10, 2014;

December 11, 2013;

December 14, 2011;

December 13, 2006;

December 8, 2004;

October 9, 2002