AMENDED AND RESTATED BYLAWS OF
SAN DIEGO LA RAZA LAWYERS ASSOCIATION,
a California Nonprofit Mutual Benefit Corporation
Section 1. Name. The name of the corporation (the “Corporation”) is “San Diego La Raza Lawyers Association.”
Section 2. Principal Office. The principal office for the transaction of business for the Corporation shall be located in San Diego County, California. The Board of Directors of the Corporation (the “Board”) may from time to time change the principal office from one location to another provided such is located within San Diego County, California.
Section 3. Objectives and Purposes. The purposes for which the Corporation is formed are:
Section 3.1 General Purpose. The general purposes and powers are to have and to exercise all rights and powers conferred on nonprofit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, provided, however, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation.
Section 3.2 Specific Purposes. The specific purpose of the Corporation is to advance the cause of equality, empowerment and justice for Latino attorneys and the Latino community through service and advocacy by:
(a) Promoting education, unity and excellence in the Latino legal community;
(b) Encouraging and supporting Latino and Latina judicial candidates to obtain judicial positions, and advocate for the promotion and retention of Latino and Latina attorneys and judicial officers;
(c) Supporting the delivery and access of legal services to San Diego County’s Spanish speaking community;
(d) Expanding the business and professional opportunities available to its members;
(e) Enhancing its business and professional stature in the Latino community;
(f) Increasing the participation of Latino leaders in civic affairs;
(g) Enhancing the quality of life for its members and the community; and
(h) Strongly advocating positions on judicial, economic, legal, and social justice issues to political leaders, governmental bodies, and state and local bar associations that impact the Latino community.
Section 4. Membership and Dues.
Section 4.1 Membership Classifications. The Corporation shall consist of the following classes of members:
(a) Attorney Members. All attorneys in good standing under the State Bar of any state in the United States or the District of Columbia are eligible for regular membership in the Corporation. Attorney members shall have all rights and privileges of regular membership in the Corporation.
(b) Judicial Members. All judicial officers in good standing of any local, state or federal tribunal are eligible for judicial membership in the Corporation. Judicial members shall not serve as a director or officer of the Corporation. Except as provided herein, judicial members shall have all the rights and privileges of regular membership in the Corporation.
(c) Law Student Members. All students actively enrolled in any organized law school in any state in the United States are eligible for law student membership in the Corporation. Law student members shall not have any voting rights, nor shall they serve as a director or officer of the Corporation. Except as provided herein, law student members shall have all other rights and privileges of regular membership in the Corporation.
(d) Honorary Members. Persons distinguished for public service or eminence in the law may be elected to honorary membership by vote of the majority of the members of the Board. Honorary members shall not pay membership dues, shall not have any voting rights and shall not serve as a director or officer of the Corporation. Except as provided herein, honorary members shall have all of the rights and privileges of regular membership in the Corporation.
Section 4.2 Fees, Dues and Assessments. Each member in good standing must pay, within the time and on the conditions set by the Board, annual dues in amounts to be fixed from time to time by the Board. Annual dues are payable in advance on January 1, of each year. Those members whose dues are not paid, or satisfactory arrangements are not made with the Treasurer and approved by the Board shall be subject to involuntary termination from membership as set forth in Section 4.4 of these Bylaws.
Section 4.3 Voluntary Termination of Membership.
(a) A member may resign from membership at any time by delivery of written notice thereof to the Secretary.
(b) A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.
(c) A membership shall terminate upon the occurrence of any event which renders the member ineligible for membership.
Section 4.4 Involuntary Termination of Membership. No membership or membership rights may be terminated unless the Board, or a special committee appointed by the Board (the “Membership Committee”), determines that the member has failed, in material and serious degree to observe the rules of conduct of the Corporation or has engaged in conduct materially and seriously prejudicial to the interests of the Corporation. A membership may be terminated only in accordance with the following procedures which the Membership Committee will be responsible for executing:
(a) A thirty (30) day written notice of the termination and the reasons therefore must be given by first class or registered mail sent to the last address of the member shown on the Corporation’s records.
(b) A member shall be given the opportunity to be heard orally or in writing at a hearing to be held by the Membership Committee, not less than five (5) days before the effective date of the member’s termination or the termination shall not take place.
(c) If a member subject to involuntary termination cannot be contacted by written notice as set out in Section 4.4(a) hereof, and the Board makes a good faith effort to contact such member, in such instance, involuntary termination of the member shall become final sixty (60) days after the initial delivery of written notice to such member.
(d) Any action challenging termination of membership, including any claims alleging defective notice, must be commenced within one (1) year after the date of termination.
Section 5. Meetings of Members.
Section 5.1 Place of Meeting. Meetings of the membership shall be held at any place designated by the Board.
Section 5.2 Annual Meeting of Members. The Corporation shall hold an annual meeting of the members in September of each year on a date to be fixed by the Board which shall be for the purpose of electing vacant director positions (subject to the electronic voting provisions set forth in these Bylaws) and for conducting any other business that may arise.
Section 5.3 Special Meeting.
(a) Authorized Persons Who May Call. A special meeting of the members may be called at any time for any proper purpose by any of the following: (1) the Board, (2) the President, or (3) thirty-three percent (33%) or more of the members entitled to vote.
(b) Calling Special Meetings by Members. If a special meeting is requested by the members, the request shall be submitted by such members in writing, specifying the members making such request and the nature of the business proposed to be transacted. The request shall be delivered personally or sent by registered mail to the President. Upon a proper request to the President for a special meeting of the members, the Secretary shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the Board, not less than ten (10) nor more than ninety (90) days after the receipt of the request. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted, and no other business may in that case be transacted. The manner of giving such notice shall be in accordance with the provisions of Section 5.4(c) of these Bylaws. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of members may be held when a meeting is called by action of the Board.
Section 5.4 Notice of Members’ Meeting.
(a) General Notice Contents. All notices of meetings shall be sent or otherwise given in accordance with subsection (c) below not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting.
(b) Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposals:
(1) Removing a director without cause;
(2) Filling vacancies on the Board by the members;
(3) Amending the Articles of Incorporation (the “Articles”); and
(4) Voluntarily dissolving the Corporation.
(c) Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first class mail, electronic mail, telegraphic or other written or electronic communication, charges prepaid, addressed to each member either at the address/electronic mail address of that member appearing on the books of the Corporation or the address/electronic mail address given by the member to the Corporation for the purpose of notice. If no address/electronic mail address appears on the Corporation’s books and no other has been given, notice shall be deemed given if either (1) notice is sent to that member by first class mail or telegraphic or other written communication to the Corporation’s principal executive office, or (2) notice is published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or electronic mail or other means of written or electronic communication.
(d) Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the Secretary or any other party of the Corporation giving the notice, and if so executed, shall be filed and maintained in the minute book of the Corporation.
(e) Electronic Communication. As used in these Bylaws, “electronic mail” or “electronic communication” means:
(1) If to the Corporation, a communication: (i) that is directed to the electronic mail address, which the Corporation has provided from time to time to members and directors for sending communications to the Corporation, or posted on an electronic message board or network which the Corporation has designated for those communications; (ii) which transmission shall be validly delivered upon the posting, or other means of electronic communications; (iii) as to which the Corporation has placed in effect reasonable measures to verify that the sender is the member or director purporting to send the transmission; and (iv) that creates a record that is capable of retention, retrieval, and review and that may thereafter be rendered into clearly legible tangible form.
(2) If from the Corporation, a communication: (i) that is delivered by electronic mail when directed to the electronic mail address for that recipient on record with the Corporation; or (ii) that is posted on an electronic message board or network which the Corporation has designated for such communications, so long as the Corporation delivers a separate notice to the recipient of the posting, which separate notice may be in the form of electronic mail pursuant to sub-clause (i), above. The communication in the immediately preceding sub-clause (ii) will be validly delivered upon the later of the posting or delivery of the separate notice thereof; or (iii) to a recipient who has provided an unrevoked consent to the use of electronic means of transmission for communications under or pursuant to the California Corporations Code (the “Code”), and (iv) the electronic forms of communication described in the foregoing sub-clauses (i) through (iii) create a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
Section 5.5 Quorum.
(a) Threshold to Constitute. A number of members equal to one-third (1/3) of the voting members, representing in person or by proxy, shall constitute a quorum at a meeting of the membership.
(b) Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 5.6 Voting.
(a) Eligibility to Vote. A member entitled to vote at any meeting of the members must be a member as of the date determined in accordance with Section 5.8 of these Bylaws, subject to the provisions of the Code.
(b) Manner of Casting Votes. Voting may be by voice or ballot.
(c) Majority Vote. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number is required by the Code or by the Articles.
(d) One Member One Vote. Each member entitled to vote shall be entitled to a single vote.
Section 5.7 Waiver of Notice or Consent by Absent Members. The transactions of any meeting of members, either regular or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present in person, and a written waiver need not be obtained from members not present at such meetings.
Section 5.8 Record Date for Member Notice and Proxies.
(a) Record Date to be Determined by Board. For the purpose of determining which members are entitled to receive notice of any meeting, to vote or to give consent to corporate action without a meeting, the Board may fix, in advance, a “record date”, which shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting or lawful action. Only members of record on the date so fixed are entitled to notice, to vote or to give consent, as the case may be, notwithstanding any transfer of any membership on the books of the Corporation after the record date, except as otherwise provided in the Articles, by agreement, or in the Code.
(b) No Record Date Fixed. If no record date is fixed by the Board:
(1) The record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.
(2) The record date for determining members for any other purpose shall be at the close of business on the day in which the Board adopts a resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
Section 5.9 Proxies. Every member entitled to vote shall have the right to do so either in person or by an agent who is a voting member of the Corporation and who is authorized by a written proxy signed by the delegating member and filed with the Secretary. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the member who had executed it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (b) written notice of the death or incapacity of the maker of that proxy is received by the Secretary; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. A member may only serve as a proxy for one other member.
Section 5.10 Action Without a Meeting or Attendance at a Meeting.
(a) General. Any action that may be taken at any meeting of members may be taken without a meeting, in whole or in part (i.e., without a member’s attendance at a meeting), and without prior notice upon compliance with the provisions of this Section 5.10.
(b) Solicitation of Written Ballots. The Corporation shall distribute by either regular mail or electronic mail one written ballot to each member entitled to vote. All solicitations of votes by ballot shall:
(1) Specify a reasonable time by which the ballot must be returned to the Corporation via regular mail or electronic mail;
(2) Set forth the proposed action; and
(3) Provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth.
All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
(c) Approval. Approval by written ballot pursuant to this Section 5.10(c) shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Revocation. No written ballot may be revoked after delivery to the Corporation via electronic mail or deposit in the mail system.
(e) Filing. All such written ballots shall be filed with the Secretary and maintained in the Corporation’s records.
Section 6. Election of Directors and Officers.
Section 6.1 Nominations. At a Board meeting during the third quarter of the calendar year, the Board shall determine a calendar for the nomination and election process. This determination shall be communicated to the membership as soon as possible thereafter. All persons nominated to serve as a director/officer must be members of the California State Bar, and be members in good standing of the Corporation when they are nominated. The officers of the Corporation described in Article 8 of these Bylaws must be directors. Therefore, the nomination of a person to serve as an officer will automatically constitute a nomination for the nominee to serve as a director. A person may be nominated for multiple officer positions.
Section 6.2 Solicitation of Votes. If more people are nominated for the Board than can be elected, the election shall take place by means of a procedure, as determined by the Board, that allows all nominees a reasonable opportunity to solicit votes and all members a reasonable opportunity to choose among the nominees. If, after the close of nominations the number of people nominated for the Board is not more than the number of directors to be elected, the Board may without further action, declare that those nominated and qualified to be elected have been elected.
Section 6.3 Notification of Slate to Membership. The slate of candidates together with notice that election will be by ballot, shall be sent to Members in good standing.
Section 6.4 Election. Ballots will be counted in person by a two (2) person committee appointed by the President consisting of an elections commissioner and a Board member. The President shall strive to appoint an election commissioner who is a past- President followed in priority by a former Board member and/or a Board member not seeking reelection. Results of the election will be announced immediately following the close of balloting and counting on the same day.
Section 6.5 Vote Required to Elect Directors and Officers. Candidates receiving the highest, number of votes shall be elected as the directors and officers of the Corporation as more particularly set forth in Article 7. There shall be no cumulative voting.
Section 7. Board of Directors.
Section 7.1 Number of Directors/Term. The Board shall consist of:
(a) Ten (10) at large directors. In the 2011 election, of the at large directors who are elected by the membership, the five (5) who receive the highest number of votes shall each serve a two (2) year term. The five (5) at large directors who receive the lowest amounts of votes shall each serve a one (1) year term. Every year thereafter, the term of all at large directors shall be two (2) years.
(b) Four (4) directors elected by the membership to serve as the Executive Officers of the Corporation described in Article 8 of these Bylaws, who shall each serve a one (1) year term; and
(c) At his or her option, the immediate past President may elect to serve as an at large director for a one (1) year term.
Section 7.2 Powers of Directors. Subject to the powers of the members as provided by law as herein set forth, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by and under the direction of the Board pursuant to valid Board action. Without limiting the generality of the foregoing, the Board shall have the following powers:
(a) To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore as are not inconsistent with applicable law, or with the Articles or these Bylaws, as they may deem best.
(b) To change the principal office for the transaction of business of the Corporation from one location to another within San Diego County; to designate any place within or outside the State of California for the holding of any directors’ or members’ meetings; and to adopt, make and use a corporate seal, and to alter the form thereof from time to time, as in their judgment they may deem best, provided such seal at all times complies with applicable law.
(c) To borrow money and incur indebtedness for the purpose of the Corporation and to cause to be executed and delivered therefor, the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.
(d) To adopt, amend and repeal bylaws except as limited by Section 11 of these Bylaws.
(e) To make donations for the public welfare or for legal aid, charitable, educational, civic or similar purposes.
(f) To appoint an Executive Committee and other committees, to delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to prescribe the manner in which proceedings of the Executive Committee and other committees shall be conducted.
Section 7.3 Commencement of Term of Office. The term of office for directors shall begin on November 1st and end on October 31st of the year in which the applicable term expires.
Section 7.4 Vacancies. Any vacancy on the Board may be filled by a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director. A director so elected shall hold office until the expiration of the term of the vacated office. The members may elect a director at any time to fill any vacancy not filled by the directors. A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of the following:
(a) The death, or resignation for good cause, of any director;
(b) Subject to Section 8.3 governing the removal of officers, the removal of any director by resolution of the Board for one or more of the following reasons:
(i) The director has been declared of unsound mind by a final order of a court of competent jurisdiction;
(ii) The director has been convicted of a felony;
(iii) On or after the date of adoption of these Bylaws, the director has missed three consecutive regularly scheduled Board meetings without cause; or
(iv) The director has been found to have breached a duty owing to the Corporation under Code section 5231 by final order or judgment of any court of competent jurisdiction.
Section 7.5 Resignation. A director may resign upon giving thirty (30) days written notice to the President, unless the notice specifies a later time for the effectiveness of such resignation.
Section 7.6 Place of Meeting. Regular meetings of the Board shall be held at any place designated from time to time by the Board.
Section 7.7 Meeting of the Board of Directors.
(a) A regular meeting of the Board may take place without notice immediately following a meeting of the membership.
(b) Regular meetings of the Board shall be held once monthly. The President shall notify the Board of the date, time and place of the meeting at least three (3) days before the date of the meeting. Notice shall contain copy of the agenda and all proposals and other matters to be acted on by the Board. The notice shall be given either personally or by first class mail, electronic mail, telegraphic or other written or electronic communication, charges prepaid, addressed to each director either at the address/electronic mail address of that director appearing on the books of the Corporation or the address/electronic mail address given by the director to the Corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telecopy, electronically, or other means of written communication.
(c) The October meeting of the Board shall include the newly elected, holdover and retiring members of the Board. The retiring officers and directors shall function through the month of October and the new Board shall take up its duties on November 1st.
Section 7.8 Special Meeting.
(a) Special meetings of the Board for any purpose or purposes shall be called at any time by the President or any three (3) directors.
(b) Written notice of the time and place of the special meeting shall be delivered personally to each director by telephone, telecopy, in person or by first class mail or electronic mail at least forty-eight (48) hours before such meeting is scheduled to take place, unless shorter notice is required because of an emergency. Notice shall be addressed to the director at his/her address/email address as shown upon the records of the Corporation, or if it is not so shown on such record or is not readily ascertainable, at the place in which the meeting of the directors is regularly held. The notice shall specify the purpose of the special meeting. Notice need not be given to any director who attends any meeting without protesting the lack of notice prior to the meeting or at its commencement.
Section 7.9 Validation of Meeting. The transaction of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if, whether before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporation records.
Section 7.10 Participation by Telephone. Members of the Board may participate at the meeting through the use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.
Section 7.11 Quorum. A majority of the directors shall constitute a quorum of the Board for the transaction of business.
Section 7.12 Action Without Meeting. Any action required or permitted to be taken by the Board, may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing or by to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the directors.
Section 7.13 Adjournment.
(a) Notice of the time and place of holding an adjourned meeting need not be given to absent directors if time and place be fixed at the meeting adjourned.
(b) A quorum of the directors may adjourn any directors’ meeting to meet again on a stated day and hour. If a quorum does not exist, a majority of the directors present, may adjourn such meeting to meet again at a stated day and hour up to, but not including, the time fixed for the next regular meeting of the Board.
(c) In the absence of a quorum at a meeting of the Board, the majority of the directors present may adjourn the meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of the adjournment. Such notice need not comply with the time in which notice must be given prior to a meeting, as required by Sections 7.8 and 7.9 of these Bylaws, but should be given as far in advance as is reasonably practical under all of the circumstances existing at the time of the adjournment.
Section 7.14 Compensation and Reimbursement of Expenses. The directors shall receive no compensation for their services. A director may be reimbursed for actual expenses incurred up to Three Hundred Dollars ($300) (but no more than $1,000 in any calendar year) by approval of the then current Treasurer. All other reimbursements must first be authorized by a majority of the Board.
Section 8. Officers.
Section 8.1 Officers. The executive officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer (the “Executive Officers”). Other officers may be appointed by the Board to meet the business requirements of the Corporation.
Section 8.2 Election and Term of Office. The Executive Officers shall be elected by the members as set forth in Section 6 of these Bylaws and shall serve a one (1) year term.
Section 8.3 Removal and Resignation. Any officer may be removed, either with or without cause, by a two-third (2/3rd) vote of the Board and may resign at any time upon thirty (30) days written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 8.4 Vacancies. A vacancy in any office because of death, resignation and removal of any officer may be filled by the Board.
Section 8.5 Compensation and Reimbursement of Expenses. Officers shall receive no compensation for their services. An officer may be reimbursed for actual expenses incurred up to Three Hundred Dollars ($300) (but not more than $1,000 in any calendar year) by approval of the then current Treasurer. All other reimbursements must first be authorized by a majority of the Board.
Section 8.6 Powers and Duties. The following shall be the powers and duties of the Executive Officers:
(a) President. The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Corporation. The President shall serve as chairperson at all meetings of the Board. The President shall appoint all committee chairs. The President shall be an ex-officio member of all committees. The President may appoint members of the Corporation to serve as a liaison to other Latino organizations. The President shall prepare and mail/e-mail annual dues statements. The President shall have the general powers and duties of management usually vested in the office of the president of a Corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.
(b) Vice-President. The Vice President shall, in the absence of the President, perform the duties and exercise the functions of the President. The Vice President shall perform all duties incident to the office of the Vice President and such other duties as may from time to time be assigned by the Board.
(c) Secretary. The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of directors and members with the time and place of holding, whether annual, regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by applicable law to be given. The Secretary shall ensure that all notices are duly sent in accordance with the provisions of these Bylaws or as required by applicable law or requested by the President or Board. The Secretary shall be responsible for all correspondence pertaining to the Corporation, or as requested by the President or Board. The Secretary shall keep the seal of the Corporation, if one is adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
(d) Treasurer. The Treasurer shall be the custodian for all funds of the Corporation, which funds shall be deposited in such banks or other financial institutions as may from time to time be designated by the Board. Funds of the Corporation shall be disbursed only on checks or other withdrawal orders of the Corporation signed by such officers or other persons as may be specifically authorized by these Bylaws or the Board. The Treasurer shall maintain records of all dues paid by members. The Treasurer shall generally supervise the accounting and bookkeeping of the Corporation and shall regularly report to the Board and the members as to the financial condition and results of operations of the Corporation. At the monthly regular Board meeting, the Treasurer will provide to the Board a current income statement, expense statement, and balance sheet reflecting the Corporation’s current financial condition. The Treasurer shall be responsible for filing all required filings with the California Secretary of State, arranging for the preparation of the Corporation’s tax returns, archiving all of the Corporation’s records, and maintaining an accurate membership list. The Treasurer shall have such other powers and duties as may be prescribed from time to time by the President or the Board. The Treasurer shall be authorized to execute documents on behalf of the Corporation requiring the signature of the Treasurer and is designated Treasurer for such purpose.
(e) Other Officers. Such other officers as may be appointed by the Board to meet the business requirements of the Corporation shall have such authority and shall perform such duties as the Board may from time to time determine.
Section 9. Committees.
Section 9.1 Creation of Committees. The Board may create one or more committees to serve at the pleasure of the Board. Meetings and actions of committees shall be governed by the provisions of these Bylaws applicable to directors, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board and its members.
Section 9.2 Committee Qualification / Chairs. Committee members must be members of the Corporation. The President shall appoint the chairs of all committees. The chairs and members of the committees shall serve until the next annual meeting.
Section 9.3 Size of Committees. The size of the committees, except as these Bylaws may otherwise provide, may be increased or decreased from time to time by the President or the Board; provided, however, each committee must be comprised of an odd number of members.
Section 9.4 Powers of Committees. Each committee, however composed, shall exercise such powers as may be delegated to it by the Board provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 10. Contracts, Checks, Deposits and Funds.
Section 10.1 Contracts, etc., How Executed. The Board, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent or employee shall have any power or authority so bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or in any amount.
Section 10.2 Checks, Drafts and Notes. All checks, drafts or orders for the payment of money, notes or 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. In the absence of such determination by the Board such instruments shall be signed by the Treasurer and countersigned by the President or Vice President.
Section 10.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may designate
Section 10.4 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, devise or governmental or other subsidy or scholarship grant for the general purpose of the Corporation, or for any special purpose within its general purposes.
Section 11. Ratification and Amendments to Bylaws.
Section 11.1 Ratification. These Bylaws shall be deemed ratified after adoption by a majority vote at a fully noticed annual membership meeting and shall be duly recorded by the Secretary.
Section 11.2 Amendments. These Bylaws may be amended (a) by the Board at any duly noticed regular or special meeting of the Board, provided that the proposed amendment to these Bylaws is mailed or e-mailed to all directors at least five (5) days in advance of said meeting; or (b) by the Board without notice if consent in writing of all of the directors is obtained, except that the Board may not amend (i) this Section 11.2; (ii) any bylaw fixing or changing the number of directors (Code section 5151(b)); any bylaw related to those cases enumerated in sections 5150 (member rights), 5220(a) (directors term of office), 5220(d) (designation of directors), 5224 (filling Board vacancies created by removal), 5512(a) (quorum of members), 5613(f) (member proxy rights), 5616(a) (cumulative voting) and successor sections thereto of the Code.
Section 12. Non-liability and Indemnification.
Section 12.1 Personal Liability. There shall be no personal liability to a third person on the part of any officer or director caused by the officer’s or director’s negligent act or omission in the performance of that person’s duties as officer or director, if all of the following conditions are met:
(i) the act or omission was within the scope of the officer’s or director’s duties;
(ii) the act or omission was performed in good faith; and
(iii) the act or omission was not reckless, wanton, intentional or grossly negligent.
Section 12.2 Right of Indemnity. To the fullest extent permitted by applicable law, the Corporation shall indemnify its directors, officers and other persons described in Section 5238(a) of the Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 5238(a) of the Code.
Section 12.3 Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or 5238(c) of the Code, the Board shall promptly determine under Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
Section 12.4 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 12.1 and 12.2 of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
Section 12.5 Insurance. The Corporation shall make reasonable efforts, in good faith, to obtain officers and directors insurance (O&D), and general liability insurance, on behalf of the Corporation and of its officers, directors and other agents, against any liability asserted against or incurred by the Corporation, any officer, director or agent in such capacity or arising out of the officers’, director’s or agent’s status as such.
Section 13. Miscellaneous.
Section 13.1 Reports. The Board shall cause proper and timely reports to be filed with such federal and state regulatory and reporting agencies as may be required by law. The Corporation shall furnish any member who so requests a copy of any report filed by the Corporation pursuant to Article 7 (commencing with Section 12580) of Chapter 69 of Part 2 of Division 3 of the Government Code. The Corporation may impose reasonable charges for copying and mailing such report.
Section 13.2 Annual Statement of General Information. The Treasurer shall, during the period commencing five (5) calendar months prior to the date its Articles were filed and ending during the month its Articles were filed each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the names and complete business or resident addresses of the President, Secretary and Treasurer and the street address of its principal office, together with a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Section 8210 of the Code.
Section 13.3 Inspection of Records. The accounting books and records and minutes of proceedings of the members and the Board and committees of the Board shall be open to inspection upon the written demand on the Corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interest as a member. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.
Section 13.4 Rules of Order. Robert’s Rules of Order, revised, shall govern the proceedings of the Corporation upon parliamentary questions not covered by these Bylaws.