BYLAWS

OF

HERENCIA LATINA, INC.

A Florida Corporation Not For Profit

Article 1

BOARD OF DIRECTORS

1.1 General Powers. Except as provided in the articles of incorporation and by Florida Law, including the Florida Not for Profit Corporation Act, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors.

1.2 Number, Terms, Classification, and Qualification. The board of directors of the corporation shall consist of at least one person. The number of directors may at any time, and from time to time, be increased or decreased by action of the board of directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director must be a natural person of at least 18 years of age, but need not be a citizen of the United States of America, or a resident of the state of Florida.

However, a director must be a member in good standing of Herencia Latina, Inc. Each director shall hold office until a successor has been elected and qualified or until an earlier resignation, removal from office, or death.

1.3 Executive Board Members. The executive board members are the officers of the corporation. The executive board is composed of the following: a president, vice president, secretary, and treasurer, and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the board of directors. Any two or more offices may be held by the same person. The executive board members are a part of the board of directors and each has one vote of the same value as any other board member, except as provided in paragraph 1.4 and 1.5.

1.4 Regular Meetings. An annual regular meeting of the board of directors shall be held at a designated place, after the annual dance in December. The meeting shall be held no later than January 31^th. The purpose of the meeting shall be the election of directors and executive board members and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the board of directors.

Other meetings shall be held at such time and place as may be determined by the board of directors. The board may, at any time and from time to time, provide by resolution the time and place, either within the State of Florida, for the holding of the annual regular meeting or additional regular meeting of the board without other notice than the resolution.

1.5 Special Meetings. Special meetings of the board of directors may be called by the president or secretary, or any three directors.

The person or persons authorized to call special meetings of the board may designate any place, either within the State of Florida, as the place for holding any special meeting of the board called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation in Florida.

Notice of any special meeting of the board may be given by any reasonable means, oral or written, and at any reasonable time before the meeting. The reasonableness of notice given in connection with any special meeting of the board shall be determined in light of all pertinent circumstances. It shall be presumed that notice of any special meeting given at least two days before the meeting either orally (by telephone or in person), or by written notice delivered personally or mailed or emailed to each director at his or her business or residence address, is reasonable. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage prepaid. If notice is given by fax, it shall be deemed to be delivered when the fax is sent. Neither the business to be transacted at, nor the purpose or purposes of, any special meeting need be specified in the notice or in any written waiver of notice of the meeting.

1.6 Waiver of Notice of Meeting. Notice of a meeting of the board of directors need not be given to any director who signs a written waiver of notice before, during, or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly on arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

1.7 Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the board of directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

1.8 Quorum. A majority (51%) of the total number of directors constitute a quorum for the transaction of business; also, whenever, for any reason, a vacancy occurs in the board of directors, a quorum shall consist of a majority (51%) of the remaining directors entitled to vote.

1.9 Manner of Action. The act of a majority of the directors present at a meeting, at which a quorum is present, when the vote is taken shall be the act of the board of directors.

1.10 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee of the board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

1.11 Action Without a Meeting. Unless otherwise provided in the articles of incorporation, action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, so long as the following requirements are met:

1. The corporation gives reasonable notice to all directors entitled to vote, and the notice includes a description of the action(s) which will be discussed; and,

2. A majority (51%) of the total number of directors, which constitutes a quorum for the transaction of business, is sends in written consent to have the act pass or fail without a meeting. The written consent may be personal or by proxy; and,

3. All written consents describing the action taken must: (a) be dated and signed, by the approving directors of the board or (b) must have the approving Director’s email logo (Email is an approved method of notice), and (c) must be delivered to the corporation at its principal office in Florida or its principal place of business, or to the corporate secretary.

4. All consents to the action must be received in the manner described above within 30 days of the notice of the proposed action.

Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate secretary. Within 10 days after obtaining authorization by written consent, notice must be given to those directors of the board who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters' rights are provided under the articles of incorporation or by law, the notice shall contain a clear statement of the right of dissenting directors. A consent signed as required by this section has the effect of a meeting vote and may be described as such in any document. Whenever action is taken as provided in this section, the written consent of the directors of the board consenting shall be filed with the minutes of the proceedings of the directors.

1.12 Notice of Meeting. In accordance with Florida law, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, by, or at the direction of, the president or the secretary, or the officer or other persons calling the meeting, to each Director of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be effected by a class of United States mail other than first-class. If mailed, the notice shall be effective when mailed, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the current record of directors of the corporation.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each Director of record on the new record date entitled to vote at such meeting.

1.13 EMAIL Communications. All email communication is valid. The above described Notices may be delivered by Email.

1.14 Fixing of Record Date. In order that the corporation may determine the Directors entitled to notice of, or to vote at, any meeting of directors or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the board of directors may fix, in advance, a record date, not more than 60 days before the date of the meeting or any other action.

1.15 Voting Record. After fixing a record date for a meeting of directors, the corporation shall prepare an alphabetical list of the names of all its directors entitled to notice of the meeting. The voting directors' list must be available for inspection by any director for a period of 10 days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. The corporation shall make the directors' list available at the meeting of directors’, and any director or director’s attorney is entitled to inspect the list at any time during the meeting or any adjournment.

1.16 Proxies. Any director of the board of the corporation, other person entitled to vote, or attorney-in-fact for such persons, may vote the director's vote(s) in person or by proxy. Any director may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by an attorney-in-fact. An executed facsimile transmission, email printout with the director’s logo, appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form.

An appointment of a proxy is effective when received by the secretary of the corporation or any member of the board of directors, including honorary members, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy's authority, unless after notice of the death is given to any director of the board, including honorary members, the board votes to terminate the proxy. The board may vote to accept the proxy’s authority to until the expiration date of such proxy. An appointment of a proxy is revocable by the director, unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

1.17 Quorum. Each Director of the Board has one vote. Except as otherwise provided in the articles of incorporation or by law, a majority (51% of total directors, including the executive board members) of the directors entitled to vote on the matter, represented in person or by proxy, shall constitute a quorum at any meeting of the board of directors. If less than a majority of outstanding directors entitled to vote is represented at a meeting, then the meeting must be adjourned and the issues may be postponed until the next meeting. After a quorum has been established at any directors' meeting, the subsequent withdrawal of directors, so as to reduce the number of directors entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Once a director is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

1.18 Voting for Directors. Unless otherwise provided in the articles of incorporation, directors will be elected by a plurality of the votes cast by the directors entitled to vote in the election at a meeting at which a quorum is present. A plurality is the excess of the votes cast for one candidate over those cast for another. When there are two candidates for one position, he or she who receives the most votes cast wins by a majority of votes; however, when there are more than two candidates for one position or the same office of the executive board, then the candidate that receives the greatest number of votes cast by persons entitled to vote wins by a plurality.

1.19 Resignation. Any director may resign at any time by giving written notice to the secretary or president of the board of directors. The resignation of any director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the board may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date.

1.20 Removal. Any director may be removed at any time, with cause, by action of the board of directors. The notice of the meeting at which a vote is taken to remove a director must state that the purpose or one of the purposes of the meeting is the removal of the director or directors.

1.21 Vacancies. Any vacancy in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors.

Article 2

EXECUTIVE BOARD

2.1 Officers. The officers of the corporation shall be the executive board, which is composed: a president, vice president, secretary, and treasurer, and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the board of directors. Any two or more offices may be held by the same person. The executive board members are a part of the board of directors and each has one vote of the same value as any other board member, except as provided in paragraph 1.1 and 1.3.

2.2 Appointment and Term of Office. The officers of the corporation shall be appointed annually by the board of directors at the first meeting of the board held after the December dance. If the appointment of officers does not occur at this meeting, the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.

2.3 Resignation. Any officer of the corporation may resign from his or her respective office or position by delivering notice to the board. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

2.4 Removal. Any officer of the corporation may be removed from his or her respective office or position at any time, with or without cause, by the vote of the board of directors.

2.5 President. The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, generally supervise and control all of the business and affairs of the corporation, and preside at all meetings of the board of directors, and all committees of Herencia Latina, Inc. on which he or she may serve. In addition, the president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, and as are incident to the offices of president and chief executive officer.

2.6 Secretary. The secretary shall keep the minutes of the proceedings of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the seal of the corporation; and keep a register of the post office address of each director of the board and each member of Herencia Latina, Inc. In addition, the secretary shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of secretary.

2.7 Treasurer. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever; and deposit all such money in the name of the corporation in such banks, trust companies, or other depositaries as shall be used by the corporation. In addition, the treasurer shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of treasurer.

2.8 Legal Counsel of Herencia Latina, Inc. The lawyer for the corporation shall be available for the corporation’s legal representation and shall make each member of the corporation aware that the services provided are for the benefit of the corporation. In addition, the lawyer shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the board to exercise supervisory authority.

2.9 Other Officers, Employees, and Agents. Each and every other officer, employee, and agent of the corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the board to exercise supervisory authority.

3.0 Compensation. If any compensation shall be paid to any officer, then the compensation of the officer(s) of the corporation shall be fixed from time to time by the board of directors.

Article 3

Committees of Herencia Latina, Inc.

The board of directors, by resolution adopted by a majority of the full board, may designate from among the general members of Herencia Latina, Inc. one or more committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except as prohibited by law or by the resolution. At least one board of director, including any honorary board member, must be a member of a committee. ( A group of members in a committee must also include a board of director). Said director must report to the board the committee’s progress and will be in charge of petitioning the board on behalf of the committee.

Article 4

Amendments

The board of directors of the corporation may alter, amend, or repeal these bylaws, and new bylaws may be adopted, by action of the board of directors as allowed by Florida law.

Article 5

Corporate Seal

The board of directors shall provide for a corporate seal which shall be circular and shall have the name of the corporation, the year of its incorporation, and the state of incorporation inscribed on it.

Article 6

Indemnification

The corporation shall indemnify any officer or director, or any former officer or director, or any member of the corporation acting on behalf of the corporation, to the fullest extent permitted by law.

Article 7

Membership Recruitment, Proposal & Approval

New members shall be approved by the Board within 20 days of being proposed be at least two unrelated members in good standing. The Board will not consider a proposal for new membership unless three unrelated members propose the prospective member. The three members must not be related to each other in kind.