BY-LAWS OF

CASA ARGENTINA DE HOUSTON

ARTICLE I

OFFICES

Section 1. Registered Office. The Corporation shall continuously maintain an agent and office registered with the Secretary of State of Texas, as required by the Texas Non-Profit Corporation Act. The registered agent and office may be changed from time to time by the board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and outside the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

DIRECTORS AND OFFICERS

Section 1. General Powers of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and thing as are not by statute or by the Articles of Incorporation or by these Bylaws prohibited.

Section 2. Number, Classes, Tenure and Qualifications of Directors. The number of Directors shall be nine and could be increased up to thirteen if the Board of Directors so deems necessary. Directors shall be nominated from members of Casa Argentina de Houston (CAH) who have been members in good standing of the organization for the last two years. The Directors shall be divided into five classes. In the first class, to serve a term of one year, there shall be a Director who simultaneously serves as President-Elect. In the second class, to serve a term of one year, there shall be a Director who simultaneously serves as President. In the third class, to serve term of one year, there shall be a Director who is the Past-President and serves as Chairman of the Board. In the fourth class, to serve a term of two years shall be six Directors. The two-year term of office of three Directors shall end in alternate years from the other three Directors, in order to provide staggered terms of office to foster continuity of policy. In the fifth class, to serve a term of one year shall be an even number (two or four) of additional Directors, should such increase be deemed necessary by vote of the Board of Directors. All Directors shall be elected as provided in Section 3, with the exception of the Chairman of the Board. Directors shall hold office until their respective successors have been elected and qualified. All Directors must be residents of the State of Texas and Members of the Corporation. No fourth or fifth class Directors shall be eligible to be elected to more than two consecutive terms.

Section 3. Election of Directors. Directors, with the exception of the Chairman of the Board, shall be elected by the Members at the regular annual meeting of Members or by mail, as provided in these by-laws in Article X, Election of Directors and Officers.

Section 4. Chairman of the Board. The Chairman of the Board shall be the chief guardian of the Articles of Incorporation and the By-laws, and shall serve without vote, unless there is a tie. The Chairman of the Board shall, at all the board meetings, verify proxies and quorum, observe the Robert Rules of Order, review the minutes with the Secretary and approve them to be read, and place them as permanent record in the books of the Corporation.

Section 5. Associate Junior Director. Each board member may sponsor one person within the Student Member Category with potential to pursue and further the articles of incorporation of CAH, to assist and participate in the board meetings for one year, without vote. Associate Junior Directors are to be approved by majority vote of the Board of Directors. After one year the board may elect to extend the term for another year. A maximum of four Associate Junior Directors could be appointed simultaneously every year.

Section 6. Removal and Vacancies. Any Director may be removed either for or without cause, at any special meeting of Directors by the affirmative vote of a majority of the whole Board. Notice of the intention to act upon such matter must be given in the notice calling such meeting. If any vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director, a majority of the remaining Directors then in office, though less than a quorum, may choose new Directors to fill any such vacancies.

Section 7. Advisory Directors. Advisory Directors shall be three former Presidents, that are members in good standing of CAH, and who have served a full-term. One shall be appointed by the Chairman of the Board and one by the President. The Board of Directors shall name the third party by majority vote. Advisory Directors shall serve for a full one year term, with the privilege of attending the board meetings, ad-hoc, and ex-officio.

Section 8. Number of Officers. The number of Officers shall be four. The four Officers shall be the President, the President-Elect, the Secretary, and the Treasurer. A person shall not hold more than one of these four offices at a time, and only the President and President-Elect shall serve as an Officer and Director at the same time. All Officers must be residents of the State of Texas and members of the Corporation.

Section 9. Election of Officers. Officers shall be elected by the Members at the regular annual meeting of Members or by mail, as provided in the by-laws in Article X, Election of Directors and Officers.

Section 10. Compensation. No salaries or other remuneration shall be paid to any Officers or agents of the Corporation, but the Corporation may reimburse them for any out-o-pocket expenses, including travel expenses, incurred on behalf of the Corporation.

Section 11. Tenure and Vacancies. The President shall serve a term of one year while simultaneously serving a term of one year as Director and presiding at meetings of the Board. The President-Elect shall serve a term of one year (and the following one year as President and Director). The Secretary shall serve a term of one year. The Treasurer shall serve a term of one year. Each Officer of the Corporation shall hold office until his/her successor has been elected and qualified. If a vacancy occurs in the office of any officer caused by death, resignation, retirement, disqualification or removal from office, the Board of Directors may elect a person to fill the vacancy until the end of the term.

Section 12. The President. The President shall be the chief executive officer of the Corporation. He/she shall in general supervise and control all of the business and affairs of the Corporation shall see that all orders and resolution of the Board of Directors are carried into effect, and shall perform such other duties as the Board of Directors shall prescribe.

Section 13. The President-Elect. The President-Elect shall attend all meetings of the Board of Directors during his/her one-year term as a voting member of the board. In the absence of the President or in the event of his/her death, inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall have such powers and perform such duties as the Board of Directors may prescribe or as the President may from time to time delegate to him/her.

Section 14. The Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors’ meetings in one 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 Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and (d) in general perform all duties incident to the office of secretary and such other duties as assigned to him/her by the President or by the Board of Directors.

Section 15. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IV of these by-laws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as assigned to him/her by the President or by the Board of Directors.

ARTICLE III

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Place of Meetings. The Directors of the Corporation may hold their meetings, both regular and special, either within or outside the State of Texas.

Section 2. The First Meeting and Regular Meetings. The First Meeting of the year shall be attended by all the Directors and Officers of both outgoing and incoming Board of Directors and shall take place no later than the fifteenth of January of each year. At such meeting the newly elected Directors and Officers shall be installed and all documents and records shall be transferred to the incoming Officers. At this first meeting the new President shall submit to the new Board of Directors a program and budget for the period of his ensuing term of office as President. The Board of Directors shall hold no less than eight (8) regular meetings each year, and the time and place for such meetings shall be determined by the Board of Directors.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any other two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Texas, as the place for holding any special meeting of the Board of Directors called by them. Notice shall be given in accordance with the provision of Section 4 of this Article.

Section 4. Notice. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his/her address on file, or by electronic media such as fax or e-mail. Any Director may waive notice of any meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 5. Meetings and Quorum. All meetings of the Board of Directors shall be presided over by the President, if present, or if not present, by a Director designated from among those present at the meeting. At all meetings of the Board of Directors the presence of a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting in which there is a quorum shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or by these by-laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If any member of the Board fails to attend three consecutive meetings of the Board of Casa Argentina de Houston, such Director shall be deemed to have resigned his/her post, and the remaining members of the Board shall fill the vacancy. However, if the Board members feel that such absences were justified, such member may remain on the Board.

Section 6. Proxy Vote Allowed. A Director may vote at meetings of the Board of Directors in person or by proxy executed in writing. A Director present in person at a meeting shall act by proxy for no more than one absent Director, and the proxy shall be valid for that meeting only. As provided in the Texas Non-Profit Corporation Act, a Director present by proxy may not be counted toward a quorum.

Section 7. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation within two days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, but shall be paid no Director’s fees or other compensation.

Section 9. Committees. Committees may be designated by a Resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Such committees shall not have and exercise the authority of the Board of Directors in the management of the Corporation. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members and chairman thereof. Any members thereof may be removed only by the President whenever the best interest of the Corporation shall be served by such removal. Each member of a committee shall continue until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member hereof. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

ARTICLE IV

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, 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.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by general or specific resolution of the Board of Directors. The Board of Directors shall have no authority to make a personal loan to members or non-members of Casa Argentina de Houston.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may elect.

ARTICLE V

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year (annual accounting period) of the Corporation shall be the calendar year. No change shall be made in the fiscal year without first obtaining such permission from the Internal Revenue Service as should be required by law.

Section 2. Seal. The corporate seal shall be in such form as shall be adopted and approved from time to time by the Board. Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Idemnification

Article 1396-2.22A of the Texas Non-Profit Corporation Act (the “Act) permites the Corporation to indemnify its present and former members, directors and officers to the extent and under the circumstances set forth therein. In addition, in some circumstances, indemnification is required by the Act. The Corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Act promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determination may be specifically enforced by resort to any court of competent jurisdiction. Further, the Corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceedings to the fullest extent permitted by the Act and subject to the conditions thereof.

Section 4. No Discrimination. The Board of Directors shall not authorize means of discrimination against any Member for reason of color, creed, race, nationality, or sex.

ARTICLE VI

MEMBERS

Section 1. Class of Members. The Corporation shall have eight (8) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as hereinafter set forth, subject to all applicable terms of the bylaws:

Founding Members: All persons who became members of this Corporation prior to

July 9, 1970.

Individual Members: Persons, whom the Board of Directors may elect to this class of membership, who accept in principle the purposes established in the Articles of Incorporation.
Family Members: Persons of the same family, whom the Board of Directors may elect to this class of membership, who accept in principle the purposes established in the Articles of Incorporation.
Patron Members: Persons, whom the Board of Directors may elect to this class of membership, who accept in principle the purposes established in the Articles of Incorporation.
Patron Organization: Any organization which the Board of Directors may elect to this class of membership, which accepts in principle the purposes established in the Articles of Incorporation.
Honorary Members: Persons, whom the Board of Directors may elect to this class of membership, who have made a special contribution to the advancement of the welfare of the Corporation. The Consul of Argentina in Houston shall be an honorary member.
Student Members: Students of established educational institutions, whom the Board of Directors may elect to this class of membership, who accept in principle the purposes established in the Articles of Incorporation.
Benefactor Members: Any person or family who accepts in principle the purposes established in the Articles of Incorporation.

Section 2. Election of Members. Members shall be elected by the Board of Directors, upon written application submitted on the form or forms which the Board of Directors may from time to time prescribe for such purpose. An affirmative vote of a simple majority of the Board of Directors shall be required for election.

Section 3. Voting Rights and Dues. Any member must first have been a member of the Corporation for at least one year, presently or in the past, before acquiring the right to vote. Each “founding member”, “individual member”, benefactor member”, and “patron member”, shall be entitled to one vote on each matter submitted to a vote of the members. Each family household holding a “family membership”, and each organization holding a “patron organization” membership, shall be entitled to one representative vote for the entire family household or organization, as the case may be, on each matter submitted to a vote of the members. “Honorary members” and “student members” shall not have the right to vote and shall not be counted in determining whether a quorum is present at a meeting. The Board of Directors shall from time to time prescribe the dues to be paid by each class of membership. Failure to pay such dues on the respective date or dates prescribed therefore by the Board of Directors shall ipso facto suspend the voting rights of any member otherwise entitled to vote as hereinabove provided, until the time such dues are actually paid.

Section 4. Termination of membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member with or without cause and by a majority vote of the Board of Directors at any regularly constituted meeting, may terminate the membership of any member for any appropriate reason including, but not limited to, default in the payment of dues.

Section 5. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member resigning of the obligation to pay any dues, assessments, or other charges theretofore legally accrued and unpaid.

Section 6. Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board of Directors, by the affirmative vote of two-thirds, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate, including reinstatement of voting rights.

Section7. Transfer of Membership. Membership in this Corporation is not transferable or assignable.

Section 8. References hereinafter to (voting) Members. All references made hereinafter in these by-laws to (voting) members shall include and apply (excepting only where the context otherwise clearly indicates) to all other members of this Corporation of whatsoever class, it being expressly understood that all members of this Corporation shall have and enjoy the same rights and privileges, subject only to the exceptions herein expressly provided and set out, including but not limited to the exceptions that honorary and student members shall not have the right to vote and shall not be counted in determining whether a quorum be present at a meeting and that family members and patron organizations shall have only one (1) representative vote per family household or organization, as the case may be.

ARTICLE VII

MEETING OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the (voting) members shall be held at the Corporation’s office or at such other place as may be designated by the Board of Directors on or before the second week of December in each year, unless another day thereafter is designated by the Board of Directors or if a quorum is not present as is set out more fully in Section 6 of this Article for the purpose of transacting such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal Holiday in the State of Texas, such meeting shall then be held on the next succeeding business day.

Section 2. Special Meeting. Special meetings of the (voting) members may be called by the Chairman of the Board, three Directors of the Board, the President or two-thirds of the members having voting rights.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or outside the State of Texas, as the place of meeting for any annual meeting or for any special meeting of the (voting) members called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas; but if two-thirds of the (voting) members shall meet at any time and place, either within or outside the State of Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meeting. Written or printed notice stating the place and hour of any meeting of members shall be delivered either personally or by mail, to each (voting) member entitled to vote at such meeting, not less than five (5) nor more than twenty (20) days before the day of such meeting, by or at the direction of the Board of Directors, the President or not less than two-thirds of said members having voting rights. In case of a special meeting or when required by these by-laws or under law, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Informal Action by Members. Any action by law to be taken at a meeting of the (voting) or any action which may be taken at a meeting of said members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the (voting) members entitled to vote with respect to the matter thereof.

Section 6. Quorum. The (voting) members holding twenty-five percent (25%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a simple majority of the members present may adjourn the meeting and at such time determine the date and time of a second meeting, without further notice other than the announcement at the meeting. At such “second meeting”, at which no quorum shall be necessary, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. Proxies. At each meeting of members, a member entitled to vote may vote at any such meeting by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact, who must be a voting member. Votes by proxy shall not be recognized if pursuant to a proxy granted for more than one meeting and a new proxy shall be executed for each meeting of the members for the purposes of the count of votes at any “second meeting” as contemplated in Section 6 of this article. No member may represent more than one proxy at any one meeting.

Section 8. Non-Voting Members. Honorary and student members shall be welcome at any annual or special meeting of the members but notices to them of any meetings shall not be required.

Section 9. Voting by Mail. Any action required or allowed by law to be taken at a meeting of the (voting) members, including the election of Directors and Officers, may be taken by the members casting their votes by mail in such manner as the Board of Directors shall determine and as provided by these by-laws in Article X, Election of Directors and Officers.

ARTICLE VIII

DUES

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if payable, and annual dues payable to the Corporation by members of each class.

Section 2. Payment of Dues. The Membership Year shall be from the first day of January through the last day of December of each year. Dues shall be payable on or before the first day of January of each year.

Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the year or period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

These bay-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the voting members present at a regular or at any special meeting of the voting members at which a quorum is in attendance, if at least five days written notice is given of intention to alter, amend or adopt new by-laws at such meeting, or by voting by mail.

ARTICLE X

ELECTION OF DIRECTORS AND OFFICERS

Section 1. Nominating Committee. There shall be a standing committee entitled the Nominating Committee composed of three persons, who shall be appointed by action of the Board of Directors two months prior to the annual meeting of Members (or voting by mail) at which Directors and Officers are elected for the ensuing term. The three persons named to the Nominating Committee shall have the following qualification: Members in good standing of the Corporation for at least three years who have actively participated in the affairs of the Corporation. Any member may submit the name of a (voting) member in good standing for consideration as a nominee for Director or Officer. The Nominating Committee shall carefully review all names of persons submitted and contact these persons to determine whether the person is interested in serving, whether the person appears to have adequate time to serve, and whether the person shall in general work for the interest and activities of the Corporation. The Nominating Committee shall then make a timely report to the Board of Directors presenting a list of two nominees for each office (one person is permissible for Secretary and one person for Treasurer) recommended to be candidates for election as Directors and Officers for the ensuing term. The report must be acceptable to the Board of Directors. If the report is unacceptable, because the candidates are not in good standing with the corporation or their capabilities are inadequate, the Board of Directors shall return it to the Nominating Committee for reconsideration and re-submission to the Board of Directors until it is acceptable. Final determination of the candidates for election as Directors and Officers for the ensuing term shall be by act of the Board of Directors.

Section 2. Procedure for Election of Directors and Officers. Directors and Officers are elected by the (voting) members of the corporation at the annual Meeting of Members (or by voting by mail). The printed ballot shall list alphabetically the candidates with an indication of the date of joining and activities in the Corporation. For President-Elect, Secretary, and Treasurer, the two candidates for each office (or one candidate for Secretary and one for Treasurer) shall be printed under each office alphabetically. For the three Directors being elected, the candidates shall all be printed alphabetically. The voting Members shall be requested to circle the names of three candidates for Directors. The ballots are to be returned to the Board of Directors. The candidates receiving the majority of votes for President-Elect, for Secretary, and for Treasurer, shall be elected to such offices with the term of office to begin the following first of January. The three candidates for Directors, receiving the most votes shall be elected as fourth class Directors for the ensuing two-year term beginning the first of January. If fifth class Directors are required at any given year per Article II, Section 2, they shall be selected from the highest number of votes after the fourth class Directors.