BELOW ARE OTHER LATINO ORGANIZATIONS AND LINKS AND BYLAWS: 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

