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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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