BYLAWS
Of
La Raza Lawyers Association, Santa Clara County
Article I: Name.
The name of this organization shall be “La Raza Lawyers Association, Santa Clara County” (the “Association”).
Article II: Principle office.
The principal office for the transaction of business of the Association is the business address of the President or any other address within the County of Santa Clara in the State of California designated by the President.
Article III: Purpose and goals.
This Association is non-profit, unincorporated association and is not organized for the private gain of any person. It is organized under Title 3 (Unincorporated Associations) of the California Corporations Code.
The purpose and goals of the Association shall be:
1. To provide a forum for communication among attorneys interested in promoting the professional advancement of the Hispanic/Latino community.
2. To provide a mechanism for concerted action in support of the cultural values, economic interests and social dignity of the Hispanic/Latino community.
3. To enhance the technical skills of Hispanic/Latino attorneys through sponsorship and promotion of continuing legal education programs.
4. To promote the visibility, impact and election of political candidates, judicial candidates and public officials who advance and promote the interests of the Hispanic/Latino community.
5. To do all other things necessary and appropriate for the advancement of these purposes and the welfare of its members.
Article IV: Membership.
Section 4.1: Eligibility for membership. All persons who are in agreement with the purposes of the Association as stated in these Bylaws shall be eligible for membership in the Association.
Section 4.2: Classes of membership. There will be two classes of members, with the members of each class possessing the qualifications set forth below:
Class Qualifications
Voting members 1. Payment of current annual dues of the Association; and
2. Licensed to practice law in the State of California or in any other state or territory of the United States.
Non-voting members 1. Judges;
2. Any person enrolled as a student in law school;
3. Any person who has graduated from law school; and
4. Any person designated by the Association.
Section 4.3: Transfer of membership. No membership or right arising from membership in this Association may be transferred.
Section 4.4: Dues and contributions.
(a) Each voting member must pay, within the time and on the conditions set by the Executive Board, annual dues in the amount determined from time to time by the Executive Board.
(b) Monetary contributions to the Association from non-voting members and other persons may be accepted at the discretion of the Executive Board.
Section 4.5: Good standing. Those voting members who have paid the required annual fee in accordance with these Bylaws and have a firm commitment to the purpose of the Association, as stated in these Bylaws, shall be members in good standing.
Article V: Officers.
Section 5.1: Officers and qualification. The Association shall have a President, a President-elect, a Secretary and a Treasurer and such other officers with such titles and duties as stated in these Bylaws or determined by the Executive Board. Each officer must be a voting member in good standing.
Section 5.2: Parliamentarian. The President may appoint a parliamentarian. The parliamentarian shall assist the President and shall serve at the pleasure of the President.
Section 5.3: Terms of office. The officers shall be elected at the annual meeting of the Association. The terms of the officers shall be for one year unless specified otherwise in these Bylaws. The President may not serve more than two consecutive elected terms.
Section 5.4: Election of officers. The election of officers shall be by ballot. Nominations shall be from the floor. A majority of the number of votes cast is necessary for election. When there is only one nominee for an office, he/she may be elected by voice vote. In the event of failure to elect any officer by majority vote, further balloting on the office in question shall continue until a majority vote has been attained.
Section 5.5: President powers and duties. The President shall preside at all meetings of the Association and of the Executive Board. He/she shall be an ex-officio member of all committees except the Nominating Committee (if such a committee should be formed by the Association). He/she shall appoint such special committees as may be authorized by the voting membership unless the voting membership orders the membership of the special committees to be filled by some other means. He/she shall conduct all of the Association’s correspondence, unless otherwise provided or ordered by the voting membership. The President shall serve in office for a term of one year, immediately following a one-year term as President-Elect. He/she shall obey all lawful resolutions of the voting membership and comply with the provisions of these Bylaws. The President shall receive no compensation for his/her services to the Association.
Section 5.6: President-Elect powers and duties. The President-Elect shall assume and perform the duties of the President in the absence or disability of the President. He/she shall assist the President in the conduct of the Association’s business and shall perform such duties as are assigned to him/her by the President or the Executive Board. The President-Elect shall serve in office for a term o one year, which shall immediately be followed by a one year term as President. The President-Elect shall obey all lawful resolutions of the voting membership and comply with the provisions of these Bylaws.
Section 5.7: Secretary powers and duties. The Secretary shall keep an accurate record of the minutes of all Association and Executive Board meetings. He/she shall also keep a membership roster, containing a record of the Association’s members and showing each member’s name, address and class of membership. He/she shall promulgate or cause to be promulgated proper notices of all meetings of the Association. In the absence of the President and President-Elect, the Secretary shall take the chair, call the meeting to order and preside. On the appearance of the President or President-Elect, the Secretary shall cease to preside and the President or President-Elect shall preside. He/she shall obey all lawful resolutions of the voting membership and comply with the provisions of these Bylaws. The Secretary shall perform such other duties as are assigned to him/her by the President or the Executive Board.
Section 5.8: Treasurer powers and duties. The Treasurer shall be the custodian of the Association’s funds, except as may otherwise be provided or ordered by the voting membership. He/she shall keep a complete and current member roster, and shall call the roll of members when directed by the President. He/she shall render a financial report to the membership on a yearly basis and at such other times as the voting membership or the President may request. In the absence of the President, President-Elect and Secretary, the Treasurer shall take the chair, call the meeting to order and preside. On the appearance of the President, President-Elect or Secretary, the Treasurer shall cease to preside and the President, President-Elect or Secretary, as the case may be, shall preside. The Treasurer shall obey all lawful resolutions of the voting membership and comply with the provisions of these Bylaws. The Treasurer shall perform such other duties as are assigned to him/her by the President of the Executive Board.
Section 5.9: Officers’ right to vote. All officers shall have the same right to vote and to debate questions the same as any other voting member.
Section 5.10: Vacancies. If any office shall become vacant, a special meeting of the Association shall be called by the Executive Board for the purpose of electing a voting member in good standing to fill the vacancy. Such election shall be conducted in accordance with the election procedures provided in these Bylaws.
Article VI: Executive Board.
Section 6.1: Powers of Executive Board. Subject to any limitations in these Bylaws regarding actions that require approval of the members, the Association’s day-to-day activities and affairs shall be managed by the Executive Board.
Section 6.2: Executive Board membership. There shall be an Executive Board which shall consist of the four (4) officers and the chairperson of each of the standing committees. The President shall be the Chairperson of the Executive Board.
Section 6.3: Quorum required. A majority of the Executive Board shall constitute a quorum for the transaction of business and all decisions shall be my majority vote.
Section 6.4: Regular meeting. Regular meetings of the Executive Board shall generally be held once a month and may be held without notice at the time and place of such meetings as are fixed by the Executive Board.
Section 6.5: Special meetings. Special meetings of the Executive Board may be called by the Executive Board’s chairperson and shall be called by him/her at the request of a majority of the members of the Executive Board.
Section 6.6: Waiver of notice and consent to Executive Board meetings. Notice of an Executive Board meeting need not be given to any Executive Board member who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Executive Board member. All such waivers, consents and approvals shall be filed with the records of the Association or made a part of the minutes of the meetings.
Section 6.7: Action without a meeting. Any action required or permitted to be taken by the Executive Board may be taken without a meeting, if all members of the Executive Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Executive Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Executive Board.
Section 6.8: Meeting of the Executive Board by conference telephone. Members of the Executive Board may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members of the Executive Board participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 6.7 constitutes presence in person at such meeting.
Section 6.9: Governing rules. The Executive Board may make its own rules and Bylaws not in conflict with those of the Association. The Executive Board’s decision shall have the same legal effect as motions or resolutions passed by the Association. The Executive Board shall carry out all lawful resolutions and instructions of the Association.
Article VII. Committees.
Section 7.1: Creation of committees. The Association’s members or the President, with the advice and consent of the Executive Board, may designate from time to time standing and special committees as may be desirable or necessary to expedite the business of the Association and promote its purposes.
Section 7.2: Purpose of committees. All standing and special committees, whether specified in these Bylaws or designated by the President with the advice and consent of the Executive Board, shall do all things necessary and appropriate for attaining the Association’s goals in their respective areas of responsibility.
Section 7.3: Committee membership. Only voting members of the Association may be appointed by the Association’s members or the President to serve as a voting member of any standing or special committee. Non-voting members of the Association may be appointed as non-voting members of a committee by a vote of all members of said committee.
Section 7.4: Committee Meetings. Each standing and special committee of the Association shall meet at least once every quarter. Within sixty (60) days following each such quarterly meeting, a committee shall prepare and present to the Executive Board a report summarizing the items discussed and the actions taken at the quarterly meeting.
Section 7.5: Article VI Applicable to committee meetings. The provisions of Article VI also apply to standing and special committees and to action by such committees, with such changes in Article VI as are necessary to substitute the committee and its members for the Executive Board and its members.
Article VIII. Meetings of the members.
Section 8.1: Place of members’ meeting. Meetings of the members of the Association shall be held in any place within the County of Santa Clara in the State of California as may be designated in the notice of such meeting.
Section 8.2: Regular meetings. Regular meetings of the Association’s members shall be held once a month, and subject to Section 8.6, may be held without notice on such date and such time as is designated by the voting members at each annual meeting. The President may adjust the schedule of regular meetings during holiday periods.
Section 8.3: Special meetings. Special meetings of the Association’s members may be called by the Executive Board, the President, or a majority of the voting members.
Section 8.4: Annual meeting. The annual meeting of the Association’s members shall be held in December of each year at the date and time designated in the notice provided to the membership not less than two weeks prior to the annual meeting. The purpose of the annual meeting shall be to elect the Association’s officers, present annual reports, and such other business as may properly come before the Association membership.
Section 8.5: Quorum. A quorum shall consist of one-third (1/3) of the voting members as reflected in the Association’s membership roster.
Section 8.6: Notice of members’ meeting. Whenever voting members are required or permitted to take any action at a meeting or members, a written notice of the meeting shall be given not less than five (5) nor more than sixty (60) days before the date of the meeting to each voting member whose name is reflected on the Association membership roster. Such notice shall state the place, date and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted and (2) in the case of an annual meeting, those matters which the Executive Board, at that time the notice is given, intends to present for action by the voting members, but, except as otherwise provided in these Bylaws, any proper matter may be presented at the meeting for such action.
Section 8.7: Voting.
(a) Eligibility to vote. Members entitled to vote at any meeting of members shall be voting members.
(b) Manner of casting votes. Voting may be by voice or ballot, except that any election of officers must be in accordance with Section 5.4.
(c) Voting. Each voting member shall be entitled to cast one vote on each matter submitted to a vote of the members.
(d) Approval by majority vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members.
Section 8.8: Proxies. Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by written proxy, signed by the member and filed with the Secretary of the Association. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s attorney-in-fact.
Section 8.9: Action without a meeting. Any action required or permitted to be taken by the voting members may be taken without a meeting, if more than fifty percent (50%) of the voting members consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the majority vote of the voting members.
Article IX. Records and reports.
Section 9.1: Maintenance of corporate records. The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Written minutes of the proceedings of its members, Executive Board, and standing and special committees; and
(c) A membership roster containing a record of each member’s name, address, and class or membership.
Section 9.2: Members’ inspection rights.
(a) Membership records. Any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member.
(i) Obtain from the Secretary of the Association, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of officers as of the most recent date for which that list has been compile, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (1) days after (1) the demand is received or (2) the date specified in the demand as the date as of which the list is to be completed.
(ii) If the Association reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership roster.
(iii) Any inspection an copying under this Section 9.2(a) may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts.
(b) Accounting records and minutes. On written demand on the Association, any member may inspect, copy and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Executive Board, and standing and special committees of the Executive Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney.
Article X. Financing and Accounting.
Section 10.1: Fiscal year. The fiscal year of the Association shall begin on January 1and end on December 31 of each year.
Section 10.2: Allowable expenditures. No expense in excess of Seventy Five Dollars ($75.00) shall be incurred by any officer or any standing or special committee on behalf of the Association without the prior approval of the Executive Board. All expenditures shall be reported to the general membership at the next meeting.
Section 10.3: Reimbursements. No reimbursements shall be made for expenses not in connection with the official business of the Association.
Section 10.4: Disbursement signatories. Any previously authorized check or disbursement of the Association in an amount less than five hundred dollars ($500.00) may be signed by any one (1) officer of the Association. Any previously authorized check or disbursement of the Association in an amount greater than five hundred dollars ($500.0) must be signed by any two (2) officers of the Association.
Article XI. Parliamentary authority.
The rules contained in Robert’s Rules of Order Revised shall be the parliamentary authority in all cases now covered by these Bylaws.
Article XII. Amendments to Bylaws.
These Bylaws may be amended at any special meeting by a two-thirds (2/3) vote of the voting members present and voting, provided that due notice is mailed to the membership not less than two weeks prior to such meeting. The subject of the proposed amendment(s) must be included in the call to the meeting.
Article XIII. Dissolution.
This Association is not organized, nor shall it be operated, for pecuniary gain or profit, and it does note contemplate the distribution or gains or profits, or dividends to its members, and is organized solely for non-profit purposes. On the dissolution or winding up of this Association, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Association shall be distributed to a non-profit entity or non-profit entities having purposes similar to the purposes of this Association. If this Association holds any assets in trust, they shall be disposed of in such a manner as may be directed by judgment of a court of appropriate jurisdiction.
Certificate of Secretary.
Know all persons by these presents: That the undersigned does hereby certify that the undersigned is the Secretary of La Raza Lawyers Association, Santa Clara County, a nonprofit, unincorporated association, organized under Title 3 (Unincorporated Associations) of the California Corporations Code, that the foregoing Bylaws of said association were duly and regularly adopted as such by the members of said association, and that the above and foregoing Bylaws are now in full force and effect.
May, 2002.
Luis M. Ramos, Secretary
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