BYLAWS OF THE
LA RAZA LAWYERS ASSOCIATION OF CALIFORNIA
ARTICLE
I
Name
The name of this
association shall be the La Raza Lawyers Association of California (the “Association”).
ARTICLE II
Principal Office The principal office for the transaction
of business of this Association is the business address of the Chair.
ARTICLE III
Purpose and Goals The purpose and goal of this Association is to promote the interests of the
Latino communities throughout the state and the professional interests of the membership.
ARTICLE IV
Governance This Association shall be governed by a Board of Directors (the “Board”)
consisting of seven members, namely the Chair, three regional Vice-Chairs (designated as First Vice-Chair, Second Vice-Chair
and Third Vice-Chair), Treasurer, Secretary, and the Ex-Officio Immediate Past President. The three Vice-Chair positions shall
represent each of three regions, specifically northern California (defined as those counties served by the First and Third
District Courts of Appeal), central California (defined as those counties served by the Fifth and Sixth District Courts of
Appeal) and southern California (defined as those counties served by the Second and Fourth District Courts of Appeal). The
preferred line of succession to the Chair shall be the First Vice-Chair, followed by the Second Vice-Chair and then Third
Vice-Chair so that each statewide region will have the opportunity to have a member from that region serve as Chair every
three years.
Duties of the Chair: The Chair shall have the general supervision, direction
and control of the business and affairs of the Association. For the twelve (12) months following the Chair’s full term
of office, s/he shall serve as an ex-officio, non-voting member of the Board.
Duties of the Vice-Chairs:
The Vice-Chairs shall assist the Chair in the performance of the Chair’s duties and shall have the authority
to perform such duties as may be prescribed by the Chair and Board.
Duties of the Secretary:
The Secretary shall keep a full and complete record of the meeting of the Board, shall effect service of such notices
as may be necessary or proper, shall assist the Chair and Vice-Chairs in the performance of their duties, and shall discharge
such other duties as pertain to the office as prescribed by the Chair and Vice-Chairs or the Board. The Secretary shall be
responsible for the preparation and filings of all reports necessary to keep the Association in good standing with all governmental
agencies.
Duties of the Treasurer: The Treasurer shall receive and safely
keep all funds of the Association and deposit the same in such bank or banks as may be designated by the Association. Such
funds shall be paid out only on the check of the Association, signed by the Chair or the Treasurer. All expenditures shall
be used only for the official business of the Association. Expenditures in an amount greater than $500.00 shall require prior
approval of the Board. The Treasurer shall provide a financial report at each of the regularly scheduled meetings. The Treasurer
shall be responsible for the preparation and filing of all financial reports and returns for the fiscal year during which
s/he is Treasurer.
There shall be established a Council of Presidents (the “Council”)
shall consist of the presidents of the member local bar associations throughout the state of California or their designated
representatives. The Board shall make every attempt to seek the advice and counsel of the Council on all matters and issues
before the Board.
Proxies
shall not be permitted in voting on matters before the Board. Telephone, facsimile and/or e-mail polls shall be permitted.
Each member of the
Board and the Council shall serve without compensation on matters of the Association.
ARTICLE V
Membership Membership shall consist of the local attorney organizations that subscribe
to the purposes and goals of this Association, and pay the required dues.
ARTICLE VI
Meetings The Board and the Council shall meet quarterly at times and places duly noticed
by the Board.
Notice of Regular Meetings: Regular meetings of the Board shall be given in
writing at least fifteen (15) days prior to the meeting date.
Special Meetings: Notice of
special meetings of the Board shall be given to each Board and Council member at least forty eight (48) hours before any such
meeting.
Method of Notice of Meetings: Notice of regular or special meetings
can be given personally, by mail, by facsimile or by e-mail by the Association’s Secretary or his/her designated representative.
Waiver
of Notice: The transaction of any meeting of the Board, however called and noticed and wherever
held, shall be deemed valid as though taken at a meeting duly held after called and noticed pursuant to these by-laws, provided
a quorum is present or if no quorum, the transaction is later ratified by the Association members.
Quorum:
One half of the voting Board members serving at the time of a meeting shall constitute a quorum. The act of a majority
of the Board members present at a meeting at which a quorum is present shall be the act of the Board. A meeting at which a
quorum is initially present may continue to transact business notwithstanding the withdrawal of Board members if the action
taken is approved by a majority of the remaining Board members. A meeting at which no quorum is present may continue to transact
business notwithstanding the lack of a quorum if the action taken is later approved within thirty (30) days by a majority
of the required quorum for such meeting. Approval of such transacted business can be obtained via mail, facsimile or e-mail.
Telephone/Electronic
meetings: Members of the Board may participate in a meeting through use of conference telephones
or computer conferencing or similar communications equipment so long as all members participating in such meeting can simultaneously
communicate with one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
Council
Members: Any Council member may attend and be heard at any Board meeting.
ARTICLE
VII
Elections and Vacancies
Elections:
The Board and the Council shall elect all Board members for terms of one (1) year at a regular meeting in the Fall
of each year. Only current or former Council members may serve as Board members. The elected officers shall assume their respective
positions on January 1 of the following year and their terms or office shall expire on December 31 of that year. Officers
shall be elected by a majority vote of the Board and the Council members present at the Fall meeting.
Vacancies:
A vacancy in any office shall be filled by the Board.
Removal: Removal of Board
members shall be by a majority vote of the Board members. A Board member who fails to attend two consecutive regularly noticed
Board meetings without good cause may be removed by the Board from the Board. The Board shall give notice to the Board Member
and take a vote at the next noticed meeting.
ARTICLE VIII
Amendments New by-laws may be adopted or those by-laws may be amended or repealed by
a two-thirds vote of the Board and Council members present at a regular or special meeting.
ARTICLE IX
Dues The dues for member organizations shall be
set by the Board at a duly noticed meeting. Dues are owed and shall be paid by the member organizations by January 1 of each
year. Any membership organization which has not paid dues by March 15 may be denied membership privileges until dues are paid,
and may be subject to a late fee penalty of 50% of the dues owed.
ARTICLE X
Fiscal Year The fiscal year of the Association shall begin on January 1st and end on December
31st of each year.
ARTICLE XI
Prohibition Against
Sharing Association Profits and Assets No member, director, officer, employee or other person connected with this
Association, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation
of the Association, provided, however, that this provision shall not prevent payment to any such person for reasonable compensation
for services performed or reimbursement for reasonable costs incurred for the Association in effecting any of its public or
charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of
the Board; and no person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Association
assets on dissolution of the Association.
All members of the Association shall be deemed to have expressly consented and agreed
that on dissolution or winding up of the affairs of the Association, whether voluntarily or involuntarily, the assets of the
Association, after all debts have been satisfied, shall be distributed to a non-profit association with a purpose similar
to the purposes stated in these bylaws and the Articles of Incorporation.
CERTIFICATION This is to certify that the foregoing is a true and correct copy of the amended bylaws
of the Association named in the title thereto and that such bylaws have been duly adopted, as amended on October 9, 1999,
by the Board and Council of the Association.
Dated:
Chair
First
Vice-Chair
Second
Vice-Chair
Third
Vice-Chair
Treasurer
Secretary
