1.1  Principal Office.  The principal office for the transaction of the business of the corporation is fixed and located in the County of Los Angeles, state of California.  The Board of Directors is hereby granted full power and authority to change the said principal office from one location to another within the state of California.

1.2  Other Offices.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

 2.1 Purposes.  This corporation is a nonprofit public benefit corporation and is not  organized for the private gain of any person.  It is organized exclusively for charitable, educational and scientific purposes, including the making of distributions to organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.  The charitable purposes shall include:

a. To provide scholarships and educational programs for Chicanos/Latinos interested in pursuing careers in the news media and to motivate and encourage Chicanos/Latinos to pursue careers in the media.

b. To further the education of the total community so as to project an accurate image of the Chicano/Latino by proper use of the media.

c. To raise and receive money and other property by gift, devise, subscription, dues and other means and to expend and contribute the funds so raised in furtherance of the aforementioned charitable purposes.

d. To do each and every thing necessary and expedient to appropriate, and not inconsistent with the continued retention of the corporation's tax exemptions, for the promotion of accomplishment of any of the purposes herein set forth, either alone or in conjunction with others.

3.1  Voting Members and Qualification.  Initially, there shall be one class of voting members of the corporation, which shall be divided into such classifications  having such rights to use the facilities and property of the corporation and such other rights as shall be established from time to time by resolution of the Board.  Members shall be Chicano/Latino and other men and women dedicated to the  purposes of this corporation, who obtain primary economic support by gathering, writing and presenting news, and who, upon recommendation of the membership committee, are elected by vote of the Board of Directors.  Upon election to membership and the payment of such membership fee as is set from time to time  by the Board or its delegate, such person or entity shall be admitted to  membership for such term as shall have been specified by the Board for such  lassification of membership.

The term "Chicano/Latino," as used in these Bylaws and Articles of Incorporation shall mean those persons of Latin descent, i.e., Mexican, Cuban, Puerto Rican, Central American, South American, and Spanish, who have a common heritage and cultural background, including the common use of the Spanish language.

3.2  Other Classes of Membership.  The Board of Directors may, from time to time,  establish another class or classes of members, with or without voting rights.  The  privileges, rights and duties of such other class or classes of members shall be as  provided by the Board of Directors, subject to the terms of the Bylaws, as  amended from time to time.  The Board of Directors may thereby confer some or  all of the rights of the members upon any person or persons.  If such person or  persons do not have the right to vote for either (a) the election of a Director or  Directors, on a disposition of all or substantially all of the assets of this  corporation, on a merger, on a dissolution or (b) the selection of delegates who  possess any such voting rights or (c) changes to the corporation's Articles of  Incorporation or Bylaws, such person shall not be a member within the meaning of  Section 5056  of the Nonprofit Corporation Law of the State of California.

3.3   Admission and Expulsion.  Admission or expulsion from membership shall be by  the vote of a majority of the number of Directors then in office.

3.4  Fees, Dues and Assessments.  The Board of Directors may determine from time to  time an initial membership fee, and set such other fees, dues and assessments for  membership in the corporation as the Board, in its discretion, from time to time  determines.

3.5  Termination of Membership.  The membership of any member shall terminate  upon the occurrence of any one or more of the following:

a.  Resignation.  Any member may resign from the corporation in writing filed with the  Secretary of the corporation.  Such resignation shall become effective upon receipt thereof.  Resignation shall not release the resigning member from the payment of any membership fees, dues or assessments.  No pro rata refund of any initial membership fee, dues or assessments shall be made, for the balance of the calendar year in which the resignation is effective, or otherwise.

b.  Expiration and Disqualification.  A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.  In the case of membership classifications for which qualification requirements are established, membership of a member shall terminate upon the determination of the Board of Directors, or a committee with no fewer than two Directors designated by the Board to make the determination, that the member no longer meets the qualification requirements for membership in the corporation.

c.  Dues and Assessments.  Membership shall terminate upon the failure of the member to pay dues or assessments within the time periods established by the Board of Directors.

d.  Expulsion or Suspension.  Membership shall terminate upon the determination of the Board of Directors after hearing duly held in accordance with this Section 3.5(d), or a committee with no fewer than two (2) Directors designated by the Board to make such determination, that the member has failed in a material respect to observe the rules of conduct promulgated from time to time by the Board of Directors and applicable to members, or otherwise has failed in some material respect to merit continued membership privileges in the corporation.  In the event of an expulsion or suspension of a member, the following procedures shall be implemented: 

i.  A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion of suspension and the reason therefor.  Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion suspension.

ii.  The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the expulsion.  The hearing shall be held by the Board of Directors or the committee, designated by the Board for such a purpose.  The notice to the member of his or her proposed expulsion or suspension shall state that such member is entitled, upon request, to such hearing, shall state that a date, time and place of hearing will be established upon receipt of request therefor, and shall state, that in the absence of such request, the effective date of the proposed suspension or expulsion.

iii.  Following the hearing, the Board, or committee, as the case may be, shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way.  The decision of the Board, or committee, as the case may be, shall be final.

iv.  Any action challenging an expulsion or suspension of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion or suspension.

3.7  Reinstatement.  Suspended or expelled members may be reinstated at the discretion of the Board of Directors.

3.8  Property Rights.  No member shall have any right or interest in any of the property or assets of this corporation.

3.9  Nonliability.  No member shall be personally liable for the debts, liabilities, or obligations of this corporation.

3.10  Non-transferability.  No member may transfer for value or otherwise a membership or any right arising therefrom, and all rights of membership shall  cease upon the member's death or dissolution of this corporation.