Email: Cynthia Valadez-Mata Jr. to Mr.

Ortiz Request for Emergency LULAC State Board Meeting First, thank you for your opinion as you have cleared up the definition of the State Executive Board, for the most part, for Ms. Mendoza. Therefore, the retreat that took place last week should have included all the duly elected District Directors throughout the State of Texas. Second, based on your opinion regarding Mr. Ramirez, then there are a total of four (4) districts at this time that do not have a District Director as they have all exhausted their term of office under the Constitution. These districts are: District 6, 11, 13, and 20. Then, there are three (3) districts that currently do not have Councils or District Directors. Those are: 5, 16, and 19. Therefore, based on your opinion, our State Executive Board comprises of 7 State Officers and 14 District Districts so we only needed 7 elected board members present in order to be in full compliance with the Constitution. All for One - One for All, Cynthia Valadez-Mata Jr. LULAC District VII Director Email: Miguel Ortiz to Ray Mancera Request for Emergency LULAC State Board Meeting Dear Ray First and foremost thank you for your professional response to the discussion at hand. Rick also provided a professional response. I think the remaining of the Board members

should see this as an example on how a discussion can be had without the need of threats, offensive, and/or disrespectful language. Also please note that I do know your work and past positions and is no need to mention them as I respect your opinion with or without the titles; specially when you are one of the few who knows how to be a professional respectful person, at least towards me. The same can be said about Rick and few others. To the issues at hand I see that we do agree on Mr. Ramirez ineligibility. I also see that you and I see the difference between the language on the statutes. If you are correct then the number is 9. If I'm correct then the number is at least more than 9. To respond on whether or not I'm reading the Constitution literally the answer is yes, I'm. The plain language of 5 (d) is not reflecting the limitations that the appointed members of the board have under 5(a) and 5 (e). No tables are needed to be turn around. In my opinion the Constitution intends to give the appointed members the ability to call for an emergency meeting if they see that one is needed even though they would not be able to vote on the meeting. If the Constitution would have intended otherwise then it would have been as specific as it is under (a) and (e) by expressing the same limitation to the appointed officials. It does not. Literally! That is my opinion on the issue. Therefore by prior opinion stands. Please let me know your words, if any.

Ray the following is not directed to you but to those who may relate to the words herein below. As to Domingo and all of you other members of the board that can't resist the opportunity to be disrespectful or give the fictitious sense of power please keep your comments to yourself and/or send them to those who care to listen to your unprofessionalism. I have no time for that. I'm not asking for an approval from any of those who think they can come in and engage on a discussion with such attitude nor who just encourage others to be just purely disrespectful. This is my opinion and I stand by it as i do with all others, regardless whether or not who thinks I'm wrong pr right. I do not quit in the middle of it. Just either respect it and if you disagree then do it with respect. You can join the conversation more effectively by pointing out the rules and your understanding of it. Maybe Ray and Rick can teach you all of you with lack of respect and professionalism a thing or two. So, if you have something positive to contribute then please send me your words and opinions. Otherwise please do not email me. Sent from my iPad Ray Mancera to Miguel Ortiz, Request for Emergency LULAC State Board Meeting

As a member in good standing of LULAC, Past National VP for the SW, Past National Parliamentarian, Past Texas State Parliamentarian and author of the majority of amendments which resulted in the adoption of the 2008 Constitution, I respectfully submit to you my opinion on the three questions at hand. 1. Calling of a Special Meeting by the members of 1/3 of the Executive board: You state there is a difference between the members required to call a special meeting and the members required to constitute a quorum. The key word you isolate in making the difference is "voting". Since the word "voting" was not used in Section 5(d) of page 17, when identifying who can call a special meeting so therefore non-voting (appointed) members must be counted in calculating the 1/3 required signatures, is only reading the constitution literally. Let's turn the table around. Would it be proper for non-voting members to sign a special meeting request, their signatures barely making the minimum the 1/3 of signatures required, thereby forcing voting members to expend time and

travel, yet when it comes to voting they cannot participate? I submit to you only voting members can summon other voting members. 2. Mr. Ruben Ramirez signing the Special Meeting notice: I agree Mr. Ramirez is not eligible to sign as District Director for a Special Meeting. He has exhausted his 4 year limitation in spite of the District Assembly having voted for him. There are 8 Elected State Officers and excluding Mr. Ramirez's District there are 17 District Directors for a total of 25 members of the State Executive Board. One-third of 25 is 8.33 rounded up to 9 equals the minimum number of St Exec Board members required to call for a Special Meeting. The duly elected Deputy District Director of Mr. Ramirez' District, as is LULAC Custom and Practice, may participate and vote at any Regular or Special Meeting of the St Exec Board meeting. 3. Emergency Meeting of the State Executive Board: A Special Meeting was called to address "financial issues that are currently effecting the state of the Office of Texas LULAC". The Constitution does define nor does

it enumerate what constitutes an "emergency". Therefore it is left up to sound minded elected Texas State LULAC officers to determine, such as in this case, that financial matters plaguing State LULAC be immediately address that warrants calling for a Special Meeting for the well being of the league and it's membership. Again, we can turn the matter around, if the State Director felt an emergency arose that required calling for a Special Meeting, yet the majority of elected State Exec Board members felt the Special Meeting did not rise to the level of "emergency", the State Director would be correct in calling the meeting because in his/her mind an emergency indeed was at hand to warrant such a meeting. In summary, it is my humble opinion that the minimum number of required elected State Executive Board members signed the petition for a Special meeting and that in their opinion an emergency exists to warrant such a meeting. Both matters in compliance and in accordance with the LULAC Constitution. Ray Mancera

Council 4981 Member (915) 532-2444 - Cell ray@manceragroup.com Miguel Ortiz to Texas LULAC Board members Request for Emergency LULAC State Board Meeting Dear Board Members of Texas LULAC: Madam State Director Elia Mendoza asked me to render my opinion concerning the request for an emergency meeting send by Cynthia Valadez-Mata. On her request, Ms. Valadez-Mata cited in relevant part from the Constitution the potion that may empower the State Director and/or Members of the Board to call for an emergency meeting, if and when Texas LULAC might be facing one, as follows: According to Article VI, Section 5(d), "in case of an emergency situation, the State Director, OR a minimum of 1/3 of the members of the Executive Board, may call a special meeting with 72 hour notice of the State Executive Board, advising the members by the quickest means of communication". However, right before Section 5(d) of Article VI, on page 16, under Section 5 (a) of the same

Article VI we find the composition of the State Executive Board as follows: (1) The State Director; (2) The Deputy State Director; (3) The Deputy State Director for the Elderly; (4) The Deputy State Director for Women; (5) The Deputy State Director for Young Adults; (6) The Deputy State Director for Youth; (7) The State Treasurer; (8) The Immediate Past State Director; (9) The District Directors; (10) Appointed Officers-State Secretary, State Legal Advisor, State Parliamentarian, State Chaplain, and State Director of Publicity (all without vote). In accordance with the article above and the one quoted by Ms. Valadez-Mata, then the 1/3 quorum of the Executive Board for calling an emergency meeting is: 12 members. Some of you may argue that the members under number 10 above do not count (as they are non-voting members) and therefore 1/3 of the board is 10. Such argument is wrong as the Constitution makes the distinction of quorum to call an emergency meeting and quorum to conduct the meeting. See Article VI, Section 5(e) - one third of the voting members of the State Executive Board shall compromise a quorum to transact

business. Under Article VI, Section 5(d) cited by Ms. Valadez-Mata the requirement is - "in case of an emergency situation, the State Director, OR a minimum of 1/3 of the members of the Executive Board; which clearly makes a distinction between voting members to actually conduct business versus member to call the meeting. After reviewing the attached signature page to the memorandum send by Mr. ValadezMata, it was noted that 10 signatures were accompanying the memorandum. After further review it was also noted that Mr. Ruben Ramirez is no longer a member of the Executive Board which bring the number of signatures to 9. Therefore, if any one would like to argue that the non-voting members shall not count, then the notice fails by one vote. However, because the Constitution makes the distinction between the 1/3 of members to call the meeting and the 1/3 of voting members to conduct business, then the notice is short by 3 signatures. Furthermore, please be advised that the fact that you use the words emergency meeting within the notice, such mentioning does not automatically triggers the emergency provisions of the Constitution. It is my opinion that sending such notice without the specificity of the type of emergency that the organization is facing or could be facing is not sufficient to entitle anyone to call such meeting at the expense of others.

As such, the notice send to all members of the Board for the emergency meeting for August 24, 2013, is not in compliance with the requirements under the Constitution and holding a meeting outside the authority of the Constitution is not binding to Texas LULAC or its members. The holding of such meeting is outside the scope and the authority of those who would be attending. Please note that if the 9 members who sign the notice or any other member of LULAC would want to hold a meeting in Austin on August 24, 2013, or any other day, then such meeting is not and would not be sanctioned and/or sponsored under the formalities of Texas LULAC or its Constitution. Any attempts to invoke any rights or titles or to declare any binding resolutions, mandates, or acts using Texas LULAC or any similar appearance would be in violation of the Constitution. Respectfully yours Miguel A. Ortiz Please note that because of times constrains and the need for the immediate release of this email I didnt revised the contents of this email for grammar of punctuation errors.

Email: Valadez-Mata Jr. to Texas LULAC Board members Request for Emergency LULAC State Board Meeting Dear Texas LULAC Board Members,

Attached you will find a request for an emergency State board meeting to take place this Saturday evening here in Austin at the Wyndham Garden Hotel. The hotel is located on the northeast intersection of IH-35 and Woodward St. just north of Ben White Blvd (Hwy 71). Please let me know how many people will be able to attend as soon as possible in order to make final arrangements with the hotel. Details for reservations, if needed, are included in the attached letter. I look forward to seeing each of you this weekend as we move forward in Texas LULAC. Unidos Podemos! All for One - One for All, Cynthia Valadez-Mata LULAC District VII Director