F. To oppose any violent demonstrations or other acts that defy constituted law at authority, desecrate the symbols of our nation, and threaten the physical and spiritual welfare of individuals or institutions;

G. To promote and encourage the education of youth and adults through scholarships, the constant vigilance of administrative and instructional practices in schools that deprive persons of educational opportunities, the sponsorship of classes in citizenship and other areas, and through the dissemination of information about available training opportunities;

H. To make use of every medium of communication at our disposal and to exert or combine efforts to promulgate and propagate the principals of the Association, and augment its influence and numerical growth;

I. To underscore the efforts postulated in our Aims and Purposes with the overall objective of creating among our fellow citizens, through example and a mutual exchange of concepts, and understanding and recognition of and an appreciation for the dignity, word, and potential of the individual.

ARTICLE III: LIMITATIONS

The Association shall not, for any reason:

A. Change the basic principles, aims and purposes for which it was founded.

B. Become affiliated, as a body, with any religious denomination, nor endorse a political party or candidate. It may, however, endorse any legislative proposal that the membership considers beneficial to the purpose of the Association.

C. Become involved in the private affairs of its individual members. In the event that any of the board members (President, Vice-President, Secretary, Treasurer, and Director) try to use this organization to obtain personal benefits of any kind, his/her position as a board member will be terminated and replaced immediately.

Especially if any of the board members (President, Vice-President, Secretary, Treasurer, Director) try to use this organization conveniently for any personal interest. In such a case, position as a board member would be terminated, and replaced.

 D. The scholarship program shall be for Missouri residents only.

However, its members shall have complete freedom of thought and their personal rights shall be mutually respected in every way

ARTICLE IV: CHARACTER

The Association is established with a permanent character, or, for as long a time as its principles, aims and purposes, as stated in Article II, are dutifully and faithfully adhered to and followed, according to the By-Laws; and it shall not dissolve as long as there remain, at least, five (5) regular members determined to continue pursuit of its ideals in accordance with the basic principles.

ARTICLE V: INCORPORATION

The Association is lawfully registered and incorporated as a General Not For Profit Corporation (as defined in Chapter 355 RSMo) in the State of Missouri. Its headquarter shall be within the St. Louis area, and it shall remain fully authorized to establish regulations and By-Laws to use as criteria for the government of its body, provided these do not infringe on or contradict the Constitution and laws of the United States of America, and or the State of Missouri.

ARTICLE VI: BOARD OF DIRECTORS

A. MEMBERS OF THE BOARD OF DIRECTORS: The Association shall be governed by a Board of Directors invested with power and authority to govern it and direct its activities, doing so in strict accordance with the basic principles of the Association and in compliance with its By-Laws.

1. The Board of Directors shall consist of regular members under the following titles: President, Vice President, Secretary, Treasurer, and one (1) Director for every ten (10) regular members as of the General Meeting in January.

2. All officers of the Board of Directors must be of Venezuelan descent, must be permanent local residents, must have six (6) months of regular membership in the Association at the time of election, and must be up to date in membership dues.

3. The outgoing President, if not an elected member of the Board, shall serve on the Board as Ex-Officio and will be an advisor to the Board for a period of time as determined by the Board not to exceed one (1) year. The Ex-Officio will not have a vote on the Board.

4. The terms of office shall be as follows: President one (1) year, Vice President one (1) year, Secretary one (1) year, Treasurer one (1) year and Director(s) one (1) year. The Board Members may be in charge of the same position for two (2) years consecutively. If after the two (2) year term the Board Member wants to be in charge of the same position again, he/she will have to wait at least one (1) year before being able to be nominated again. All Board members can be re-elected for another term, for a total of two (2) years, after two (2) years term, they will have to wait one (1) year in order to be nominated the former Board position again.

5. The President: The President shall preside at all meetings of the Board of Directors. The President may sign, with the secretary or any other proper officer of the Association thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed. The President may vote in person or by proxy shares in other Association standing in the name of the Association. The President shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

6. The Vice President: In the absence of the President, whether due to resignation, incapacity or any other cause, or in the event of the President’s death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice President shall exercise such powers only so long as the President remains absent or incapacitated, or until the Board of Directors elects a new President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President of by the Board of Directors.

7. The Secretary: The Secretary shall (a) keep the minutes of the proceedings of the meetings of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; (d) keep a register of the post office address of each director and member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

8. The Treasurer: The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Association; (b) receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provision of these By-Laws; and (c) in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

9. The Director: The Director shall: (a) coordinate extraordinary activities like sports events; (b) in general perform all duties incident to the office and such other duties as from time to time may be assigned to the Director by the President or by the Board of Directors.

B. PROCEDURE FOR ELECTIONS:

1. The elections shall be held by means of separate voting for each of the member of the Board of Directors, by secret ballot, as stipulated in this Article. Those members that are out of the city, that seriously ill or that cannot attend the elections for any major reasons will be allowed to vote either via mail or email upon approval of the electoral director. By mail, or by e-mail upon approval of the electoral director, for those who are out of the city, seriously ill, or for any good reason cannot attend to the elections.

2. One (1) month prior to the elections, the President shall appoint an Electoral Director, and assistants, to conduct the nominations of candidates.

3. Once the nominations are closed, the Electoral Director shall return the chair to the President. This same procedure shall be used for elections.

4. All members of the Board of Directors must be elected by a majority of votes. Absentee ballots are not accepted (see revision in Sub-Section 1 of Section B of Article VI), nor can any member be elected without being present for the election, unless this is due to illness or any other justifiable reason.

5. At the close of the voting for each post, the votes shall be counted and the results shall be announced to the assembly.

6. As soon as the elections are over, the Electoral Director shall declare the new Board of Directors officially elected.

7. The outgoing President shall then announce the date of the next General Meeting, at which the new Board of Directors shall be installed.

C. VACANCIES ON THE BOARD OF DIRECTORS

1. A post shall be considered vacant on the Board of Directors when the holder leaves, either for reason of resignation, sickness or death, or, if without good cause or justifiable reason, he or she fails to attend regular or Board meetings three consecutive times without notifying the President or Secretary of the reason for his or her absence. In any case the investigation that the case requires shall be conducted and the procedure for filling the vacant post shall be according to the stipulations in this article.

2. In case of vacancies occurring in the Board of Directors, these shall be filled in the following manner:

a. In the case of the President, the Vice President shall move up to fill the post and a new Vice President shall be elected.

b. In the case of the Vice President, the Secretary shall temporarily fill the post and a new Vice President shall be elected.

c. In the case of the Secretary, the Vice President shall temporarily fill the post and a new Secretary shall be elected.

d. In the case of the Treasurer, the Vice President shall temporarily fill the post and a new Treasurer shall be elected.

e. In the case of Directors, the President shall appoint a regular member to fill the un-expired term.

ARTICLE VII: MEMBERS

The Association shall be fully empowered to admit new members, to establish requirements and qualifications of them, as well as to establish their rights, privileges, benefits, duties and penalties to which these shall be subject as stated in the following:

A. MEMBERSHIP CLASSES: There shall be four classes of members as follows:

1. Regular Member – Regular Members pay dues and have voting rights and can also be elected to the Board of Directors.

2. Associate Member – Associate Members pay dues, do not have voting rights and cannot be elected to the Board of Directors.

3. Honorary Member – Honorary Members do not pay dues, do not have voting rights and cannot be elected to the Board of Directors.

4. Corporate Member – Corporate Members pay dues, do not have voting rights and cannot be elected to the Board of Directors.

B. ADMISSION OF REGULAR MEMBERS:

1. To become a member of the Association, one must be of Venezuelan origin and at least eighteen (18) years of age.

2. Membership is also offered to persons of other nationalities as long as they show a sincere interest in the aims and purposes of the Association.

3. Member should be a resident of Missouri. This includes St. Louis Metropolitan and Surrounding area (including South Illinois).

4. In any case, to be a member of the Association, one must be a person of good character, a permanent resident in this area, and must be recommended by two (2) regular members of the Association.

5. Any person who wishes to become a regular member of the Association must sign an application card on which he/she must state his/her marital status, date and place of birth, sex, nationality, complete address, occupation and affirm the following oath: “I hereby apply for regular membership in the Association. I promise to comply faithfully and dutifully with its aim and purposes and By-Laws.”

6. All applications must be accompanied by one (1) year’s dues and the current initiation fee, which is indispensable for the consideration of the applicant.

7. Approval of an applicant must be by means of secret voting among members of the Board, two-thirds of the total votes being necessary to constitute a majority for approval of an applicant. Those who are rejected shall be so notified, and reimbursed of any money he/she might have paid in advance toward membership dues. These applicants may not be considered for membership sooner than one (1) year after the date of their rejection.

8. INITIATION OF REGULAR MEMBERS: Applicants who are accepted by the Board of Directors shall be initiated at the first general meeting that takes place after the date of their approval. They shall be notified of this by the Association and must be present in order to take the following oath, which shall be given by the Secretary of the Association. “Having carefully read the By-Laws of the Association, I solemnly swear to accept them in their entirety; to comply with them faithfully and dutifully, and see that they are complied with. Furthermore, I promise to help and freely render my services to fulfill the aim pursued by the Association; to refrain from committing any act which may reflect on or smear its good name or that of any of its members.” Without this requirement no one shall be considered a member. Those applicants that do not present themselves for initiation shall be considered Associate Members until they are initiated.

9. INITIATION OF OTHER MEMBERS: Applicants who are accepted as Honorary Members or Corporate Members do not need to be initiated. Their membership starts upon approval by the Board of Directors.

C. DUTIES OF MEMBERS: All regular members are obliged to render their services and cooperation freely in all that concerns activities of the Association, and for no reason may they demand fees nor charge the Association unless this has been previously agreed upon by the Board of Directors; in which case any payment of fees must be authorized by the President of the Association. In any case, such services shall be used solely for the aims and purposes pursued by the Association, according to and depending on the individual aptitudes of each member.

ARTICLE VIII: TREASURY

A. SOURCE OF FUNDS: The Association shall subsist by a fund, which shall be formed with the starting capital of cash on hand and general inventory of existing property and shall be increased in the following manner:

1. Receipts consisting of membership dues, which should be paid in advance.

2. By means of donations or contributions which the Association is fully authorized to solicit among its members to cover expenses and benefits if may offer, as well as for the improvement, welfare and benefits of its members, as long as these donations are acquired under its proper name and title, and not, for any reason, for use or benefit, under the name of any individual.

3. By means of profits realized at the various activities sponsored by the Association.

B. DEPOSIT OF FUNDS: All cash values received by the Association by any means must be deposited in a banking institution accredited and established in the St. Louis area. The deposit must be made strictly on the account of the Venezuelan Association in Missouri, and not, for any reason, under the name or on the account of any of its individual members.

C. MOVEMENT OF FUNDS:

1. The Association’s funds may not be disbursed or used except solely for expenses concerning its activities and ideals it pursues. They may not be used for loans or personal business of any of its members or any other person.

2. The Association may not make any payments in cash, but by means of checks, for which purpose a checking account under the Association’s name must be established in the banking institution designated as stated in Section B of this Article.

3. All checks must be signed strictly by the Treasurer and President of the Association. Without either of these signatures, no check shall be valid.

4. The Treasurer and the President must sign any document or negotiable instrument pertaining to the funds or commercial obligations of the Association in the same manner.

5. No other member is authorized to sign checks or negotiable instruments on behalf of the Association.

D. INSURANCE: The Treasurer will obtain a Fidelity bond for persons with access to the Association funds.

ARTICLE IX: PROPERTY

The Association shall have the power to build, buy or sell buildings or structures, and to acquire or dispose of property (be it real, movable, or semi-movable) when it is considered convenient for the progress and welfare of its members, provided these transactions are made solely under the name of the Association.

A. CUSTODY: All of the properties of the Association shall be completely under the care and responsibility of the Board of directors, and should be stored and kept together in a proper place, which shall be designated by the Board of Directors with approval of the Assembly, until the Association is capable of buying or acquiring a proper building. For no reason may these properties be placed or kept in different places outside of the designated place. All keys to this place shall be in the care of the President of the Association and no other member may use them without the proper authorization of the President.

B. INVENTORY: All the properties of the Association must be inventoried in detail every six months, starting at the end of each fiscal year of the Association. The inventory should be taken by the Secretary and the Treasurer of the Association, prepared in writing, in duplicate, revised and certified by the Auditing Committee authorized by the Board of Directors.

C. INSURANCE: The Association must acquire two (2) types of insurance, which shall be procured by the Treasurer, any cost or expense incurred being covered by the Association.

1. Insurance or insurances necessary against all risks shall be established for protection of all properties of the Association to include theft, fire, vandalism, tornado or cyclone.

2. An insurance against liability for accidents shall be established whether they occur inside or outside the place occupied by the Association, as the case may require.

ARTICLE X: MEETINGS

Section 1 – Regular Meetings. The annual meeting of the Board of Directors shall be held in any day approved by the Board of Directors in the month of September of every year. The Board of Directors may provide for the holding of additional regular meetings without notice thereof by fixing the time and place, either within or outside of the State of Missouri, of such regular meetings in these By-Laws.

Section 2 – Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within or outside of the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

Section 3 – Notice. Notice of any meeting shall be given neither less than five (5) nor more than forty (40) days before the day of the meeting. Notice may be communicated in person, by telephone, telegraph, or other form of wire or wireless communication, or by mail or private courier. Oral notice is effective when communicated if communicated in a reasonable and comprehensive manner. Written notice, if in a comprehensive form, is effective at the earliest of the following:

(1) When received;

(2) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed with first class postage affixed;

(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(4) Thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other first class, registered or certified postage affixed.

Section 4 – Waiver. An officer may at any time waive any required notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records of the Association. An officer’s attendance at or participation in a meeting waives any required notice of the meeting unless the officer upon arriving at the meeting or prior to vote on a matter not noticed in conformity with the Articles of Incorporation or these By-Laws objects to lack of notice and does not vote or assent to the objected-to action.

ARTICLE XI: AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws adopted by action approved by a majority of the Directors in office at the time the amendment is adopted. The Association shall provide notice of any meeting of Directors at which an amendment is to be approved. The notice must state that the purpose or one of the purposes, of the meeting is to consider a proposed amendment or state the general nature of the amendment.

ARTICLE XII: DISSOLUTION

The Association may be dissolved in accordance with the procedure prescribed in the Articles of Incorporation. At any time when the dissolution of the Association is authorized, the Board of Directors then holding office shall distribute the assets of the Association remaining after the payment, satisfaction and discharge, or adequate provision thereof, of all liabilities and obligations of the Association, in accordance with the provisions of the Articles of Incorporation.

ARTICLE XIII: ADOPTION

These By-Laws were constructed and adopted by the Board of directors on November 2001 according to the fundamental purposes of the Association, for the protection and safeguarding of all its members, for the better development of the aims which it pursues, and for the best progress of the membership as a whole; and for this reason, they all declare and accept it in good faith, and they consider it legal for its purpose in all its clauses and statements; and; in proof of this, at the General Assembly, was signed by the members of the functioning Board of Directors as representatives of the members of the Association.

Founding Board of Directors

Francyne Pereira, President

Octavio Pino, Vice President

Juan Carlos Luna, Treasurer

Arianny Bergolla, Secretary

Alex Pereira, Director

Current Board of Directors for 2010

Carlos Alarcon, President

Carlos Mendoza, Vice President

Enrique Marin, Treasurer

Yeimar Alvarez, Secretary

Hector Arocha, Director1

Maria Alarcon, Director2

Frank Alvillar, Director3

Jaclyn Noroño-Leon, Director4

Geraldine Cols, Director5

Elsa Marin, Director6

Revised By-Laws Board of Directors in 2004

Carlos Alarcon, President

Angela Martinez, Vice President

Juan Carlos Luna, Treasurer

Maria Alejandra Aguillar, Secretary

Ender Barillas, Director

Elizabeth Rivas, Director

Velma Mata, Director

*By-Laws Revisions of June 14, 2004 are shown in blue.

Revised By-Laws Board of Directors in 2009

Geraldine Cols, President

Carlos Alarcon, Vice President

Maria Alarcon, Treasurer

*By-Laws Revisions of February, 2009 are shown in red.