BYLAWS OF THE SOUTH ASIAN BAR ASSOCIATION OF SAN DIEGO
ARTICLE I: NAME
§ 1.01. Name. The name of the Association is the South Asian Bar Association of San Diego.
ARTICLE II: PURPOSES AND LIMITATIONS
§ 2.01. Purposes. The South Asian Bar Association of San Diego (the “Association”) is a California not-for-profit mutual benefit corporation and is not organized for the private gain of any person. The purposes of the Association are to (1) promote the professional development of South Asian legal professionals; (2) provide a forum for South Asian legal professionals to meet and exchange ideas; and (3) serve as a legal and referral resource for the South Asian community.
§ 2.02. Limitations. No substantial part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Association shall not participate or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.
§ 2.03. Property. The property, assets, profits, and net income are dedicated irrevocably to the purposes set forth above. No part of the profits or net earning of this Association shall ever inure to the benefit of any of its directors, trustees, officers, members, employees, or to the benefit of any private individual. The Association shall otherwise take no action which would result in the loss of its eligibility for tax exemption under Section 501(c)(6) of the Internal Revenue Code or Section 23701(e) of the Revenue and Taxation Code of California.
ARTICLE III: OFFICES
§ 3.01. Principal Office. The principal office for the transaction of the activities and affairs of the Association is [see Contact Us tab for current information]. The Board of Directors (the “Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
§ 3.02. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Association is qualified to conduct is activities.
ARTICLE IV: MEMBERSHIP
§ 4.01. Membership. The membership of the Association (the “Membership”) shall consist of those who meet the requirements for membership as provided by these Bylaws, as follows:
4.01.a. General Members. All attorneys in good standing with the California State Bar or any bar in any state of the United States are eligible to become members upon application and the payment of dues, if dues are required to be paid. General members shall have full voting powers and will be eligible to serve as officers and members of the Board of Directors.
4.01.b. Associate Members. All related legal professionals such as paralegals, legal secretaries, law students, and foreign attorneys shall be eligible to become members upon application, payment of dues, if dues are required to be paid, and approval thereof by the Board. Associate members shall have no voting powers and will not be eligible to service as officers or members of the Board of Directors, unless otherwise approved by a 3/4th vote of the Board.
4.01.c. Special Memberships. The Board may establish additional special classes of Membership from time to time with specified benefits.
ARTICLE V: BOARD OF DIRECTORS
§ 5.01. Composition. There shall be at least three (3) and no more than seven (7) members of the Board of Directors, chosen from amongst the General Members of the Association. No person shall hold more than one office on the Board. The initial number of directors shall be five (5).
§ 5.02. Powers. The Directors shall have the power to direct, organize, control, manage and supervise the activities of the Association.
§ 5.03. Term. Each member of the Board shall take and hold office for no more than two calendar years, unless the term is extended by a majority vote of the Board.
§ 5.04. Meetings. Regular meetings of the Board shall be held no less than six (6) times a year at such time and place as the Board shall designate, with at least two week’s notice by the Chairman of the Board Special meetings of the Board may be called by the Chairman of the Board upon notice of at least five (5) days. Any regular or special meetings of the Board may be held by telephone conference or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
§ 5.05. Attendance. Meetings of the Board may be attended by any members of the Association in good standing. The Chairman of the Board may at any time, at his or her own discretion, decide to go into executive session and exclude all non-members of the Board from any meeting of the Board.
§ 5.06. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at all meetings of the Board. If quorum is lacking, those present may adjourn the meeting from until a quorum is present.
§ 5.07. Voting. Each member of the Board shall be entitled to one (1) vote. The act of the majority of those voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by these Bylaws.
§ 5.08. Vacancies. Any vacancy on the Board will be fulfilled by a majority vote of the rest of the Board.
§ 5.09. Board Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if (a) written consent to such action is given by all of the voting members of the Board in office prior to, concurrently with, or following such action and (b) such written consent is filed with the minutes of the proceedings of the Board.
§ 5.10. Compensation and Expenses. Members of the Board shall not receive any salaries, fees or any other compensation for their services in their capacities as members of the Board. Members of the Board shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine and approve.
§ 5.11. Changes and Resolutions. The Board may, from time to time, adopt resolutions not inconsistent with these Bylaws in order to implement the election policies and procedures set forth herein.
§ 5.12.. Elections. A candidate for the Board may be nominated by any two General Members and/or Affiliate Member Representatives in good standing at the time of nomination. All nominees for the Board must be from amongst General Members in good standing at the time of nomination and must have consented to the nomination. Elections for the Board shall be conducted at a designated general meeting of the Association, provided that notice of the meeting is provided by the Secretary to all members eligible to vote at least one months prior to that date. Each Board member shall be elected to each of their respective positions by plurality of the total votes cast. Each Regular Member and Affiliate Member Representative in good standing may vote for one nominee for each Board position. Voting by proxy shall not be permitted, unless the Board specially authorizes by a three-fourths vote. In the event of a tie vote for a Board member position, a majority of the outgoing Board shall determine the winner.
ARTICLE VI: Officers and Officers Duties
§ 6.01. Composition. The Officers of the Association shall be the President, President-Elect, Vice- President, Secretary, and Treasurer (collectively, the “Officers”). The initial Officers shall be appointed by the Board.
§ 6.01.a. President. The President shall be the chief executive officer of the Association, shall preside over all meetings of the Membership, all meetings of the Board and all meetings of the Executive Committee, shall act as liaison of the Association to non-affiliated groups and organizations, including creating initiatives and developing programs with these organizations to benefit the Membership and shall perform all duties ordinarily incident to the office and consistent with these Bylaws.
§ 6.01.b. President-Elect. The President-Elect shall assist and stand-in for the President when required, perform such other duties as the President or the Board may from time to time direct, and periodically report to the President and the Board on such duties.
§ 6.01.c. Vice-President. The Vice-President shall be responsible for all matters pertaining to Membership, periodically report to the President and the Board on the activities and initiatives relating to Membership, assist and stand-in for the President or the President-Elect when required, and perform such other duties as the President or the Board may from time to time direct.
§ 6.01.d. Secretary. The Secretary shall prepare, publish, and keep the minutes of all meetings of the Members and of the Board; certify official copies of such minutes and these Bylaws; send notices of all meetings of the Board and the Membership; and perform such other duties as the President or the Board may from time to time direct.
§ 6.01.e. Treasurer. The Treasurer shall collect dues from the Members; maintain a current and complete roster of the Members; keep financial records of the Association; collect, care for and, upon approval by the Board, disburse all funds of the Association; render periodic and annual reports of the financial affairs and status of the Association to the President and the Board; receive, account for, disburse, and report on all monies of the Association; coordinate any audits required by the Board; file any tax returns; propose financial and economic policies for adoption by the Board; submit any annual budget required by the Board; and perform such other duties as the President or the Board may from time to time direct.
§ 6.02. Additional Officers. With the advice and consent of the Board, the President may appoint additional Officers from among the General Members in good standing as necessary to conduct the business of the Association, including but not limited to (a) a General Counsel to attend to all legal matters of the Association; (b) a Second Vice-President to assist with additional matters and to assist the Vice-President; (c) an Assistant Secretary or Assistant Treasurer to assist these Officers in performing their duties; and (d) any other Officer necessary to conduct the business of the Association.
§ 6.03. Term. Each Officer shall take and hold office for no more than two calendar years, unless the term is extended by a majority vote of the Board.
§ 6.04. Vacancies. In the event of a vacancy of any office, other than President, a successor shall be appointed by the President in his or her own discretion from among the General Members in good standing; provided, however, that a vacancy in any office of Affiliate Members Representative shall be filled by the Affiliate Member designating one of its officers as the new Affiliate Members Representative. A vacancy in the office of the President shall be fulfilled by appointment of an interim President by the Board, to be followed by a special election within three months.
§ 6.05. Compensation and Expenses. Officers shall not receive any salaries, fees or any other compensation for their services in their capacities as Officers of the Association. Officers shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine and approve.
§ 6.06. Appointments. All Officers will be appointed by a majority vote of the Board from amongst General Members in good standing.
ARTICLE VII: MEETINGS OF THE MEMBERSHIP
§ 7.01. Annual Meeting. An annual meeting of the Membership may be held at the Annual Conference.
§ 7.02. Special Meetings. Special meetings of the Membership may be held at such time and place as the President, or a majority of the Board, shall direct by written notice of at least fourteen (14) days to the Membership.
§ 7.03. Quorum. A majority of the Regular Members and Affiliate Member Representatives in good standing who are present in person shall constitute a quorum for the transaction of business at all meetings of the Membership.
§ 7.04. Voting. The affirmative vote of a majority of the votes of the Regular Members and Affiliate Member Representatives in good standing present at a meeting of the Membership, shall be necessary for the adoption of any matter voted upon by the Regular Members and Affiliate Member Representatives, unless a greater number is required by these Bylaws.
§ 7.05. Attendance of Members of the Board. It is the duty of each member of the Board to attend the annual and special meetings of the Membership.
ARTICLE VIII: AMENDMENTS
§ 8.01. Amendments to the Articles of Incorporation. Amendments to the Articles of Incorporation may be adopted at an annual or duly organized special Membership meeting upon receiving the affirmative vote of at least two-thirds (2/3) of the Regular Members and Affiliate Member Representatives in good standing present at such meeting. No amendment shall be considered unless the Board shall have adopted a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual or a special meeting of the Membership and written notice of at least fourteen (14) days is given to each Member entitled to vote at such meeting setting forth the proposed amendment or a summary of the changes to be effected thereby.
§ 8.02. Amendments to the Bylaws by the Board. Amendments to these Bylaws may be adopted at any duly organized meeting of the Board by an affirmative vote of at least two-thirds (2/3) of the voting members of the Board in office. No amendment shall be considered by the Board unless a copy of the proposed amendment shall have been sent to each member of the Board at least fourteen (14) days prior to the scheduled meeting.
ARTICLE IX: MISCELLANEOUS
§ 9.01. Written Notice and Consent. All references to written notice and written consent shall include any notice and consent given by electronic transmission. The term “electronic transmission” means any process of communication that is suitable for the retention, retrieval and reproduction of information by the recipient and which does not directly involve the physical transfer of paper.
§ 9.02. Indemnification. The Association shall reimburse, indemnify and hold harmless the Members, the members of the Board, employees and agents of the Association from and against all fines, judgments, settlements, expenses and other amounts actually and reasonably incurred in connection therewith of such person which arise in whole or in part by reason of being or having been a director, officer or employee of the Association, if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Association. Such right of indemnification shall be in the manner, to the extent and subject to the requirements set forth in California Corporations Code (the “Code”) Section 7237 and the Code as it may from time to time be amended and shall inure to the benefit of the person’s legal successors and representatives.
§ 9.03. Audit. As required by law, the books of account and annual financial statements of the Association shall be audited by an independent certified public accountant selected by the Board.