COLORADO HISPANIC BAR ASSOCIATION BYLAWS

ARTICLE I – NAME AND PURPOSE

Section 1. Name. The name of this corporation shall be the COLORADO HISPANIC BAR ASSOCIATION (the “Association”).

Section 2. Purpose. The purpose of the Association shall be to serve the public interest by cultivating the science of jurisprudence, promoting reform in the law, facilitating the administration of justice, fostering respect of the law among Hispanics, advancing the standing of the legal profession, preserving high standards of integrity, honor, and professional courtesy among Hispanic lawyers, establishing a close relationship among Hispanic lawyers, and cooperating with Hispanic bar associations, other legal organizations and other Hispanic organizations, nationally and internationally, in furtherance of the aforementioned purposes.

Section 3. 501(c)(6) Status. The association shall 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 of 1986, as amended.

ARTICLE II – MEMBERSHIP

Section 1. Membership. The membership of the Association shall consist of those organizations and persons who meet the requirements for membership as provided by these Bylaws.

Section 2. Classes of Membership. There shall be four classes of membership:

  • (a) Regular Members. Any person duly licensed to practice law in any state of the Union, Puerto Rico, the District of Columbia, or any other territory of the United States shall be eligible for Regular Membership in the Association. Upon payment of dues as prescribed by the Board of Directors, Regular Members shall be entitled to vote for the election of Officers and Board members and on any other matter presented by the Board of Directors to the Membership for a vote.
  • (b) Law Student Members. Any law student enrolled in a school of law or any graduate of a law school not yet admitted to practice law shall be eligible for Law School Membership upon the payment of dues as prescribed by the Board of Directors. Each of the local law schools shall select one representative to the Board of Directors who shall be appointed by the President and have the right to vote at meetings of the Board of Directors.
  • (c) Legal Administration Members. Any practicing paralegal, legal assistant or legal secretary shall be eligible for Legal Administration Membership upon the payment of dues, if any, prescribed by the Board of Directors. The Legal Administration Member appointee to the Board of Directors shall have the right to vote at meetings of the Board of Directors.
  • (d) Special Membership. The Board of Directors may establish special classes of membership for time to time which entitles the Members of such classes to the benefits specified in the Board resolution which creates each such class, including the creation of lifetime Membership in the Association.

Section 3. Application for Membership. Application for membership in the Association shall be in such form and manner as prescribed by the Board of Directors.

Section 4. Dues. The Board of Directors shall have the power to fix the amount of dues paid by Members and to establish classifications for such purposes. The Board of Directors shall fix the amount of dues and establish classifications on or before September 30th of each year and, if it shall fail to do so, the schedule of dues and classifications of the preceding year shall remain in effect.

ARTICLE III – OFFICERS AND BOARD OF DIRECTORS

Section 1. Officers. The Officers of the Association shall be the President, President-Elect, Vice President-Committees and Membership, Secretary, and Treasurer (collectively, the “Officers”).

Section 2. Board Composition and Powers. The Officers, elected Directors, Standing Committee Chairs, Local Chapter representatives, Law Student representatives, Legal Administration representative, the HNBA Regional President, and the Immediate Past President shall comprise the Board of Directors. The affairs of the Association shall be managed by the Board of Directors, which may exercise all powers and do all things not required by these Bylaws to be done by the membership, including but not limited to determining matters of policy, conducting all activities of the Association, and interpreting these Bylaws.

Section 3. Elected Directors. The Elected Directors shall be comprised of the Officers and nine Members to the Board of Directors, who shall be elected at or prior to each annual meeting of the Association.

Section 4. Appointed Directors. Within 45 days following the assumption of his or her duties as President, the President shall appoint Members from the following classes to the Board of Directors:

  • a. Four regular Members shall be appointed as representatives of the local chapters identified by the Board of Directors. The Members of local chapters shall be entitled to designate their representatives for appointment to the Board.
  • b. Two Members of the Board of Directors shall be appointed from the Law Student membership. The Law Student Members from each of the two law schools shall be entitled to designate their representative or appointment to the Board.
  • c. One Member of the Board of Directors shall be appointed from the Legal Administration Membership class. The Members of the Legal Administration Membership shall be entitled to designate their representative for appointment to the Board.
  • d. The appointed Hispanic National Bar Association Regional President, if from the State of Colorado, shall serve as a Member of the Board of Directors at the pleasure of the President of the Association.
  • e. The Immediate Past President shall automatically serve as a Member of the Board of Directors.

In all cases where a class of Members has the power to designate a representative, the President shall select such representative if the Members of such class do not make their designation within forty-five (45) days after the President takes office.

Section 5. Terms of Office. Each elected Board Member shall take and hold office for one calendar year subsequent to their election. Appointed Board Member shall take and hold office for one calendar year served with the President who appoints them.

Section 6. Meetings. Regular meetings of the Board of Directors shall be held no less than four (4) times during its term of office at such time and place as the President shall direct by written notice of at least seven days to Board Members. Twenty-five percent of the voting Board Members shall constitute a quorum for the transaction of business. The affirmative vote by the majority of those voting Board Members present at a duly convened meeting on all primary motions shall constitute an act of the Board of Directors, except as otherwise specified in these Bylaws.

Section 7. Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the President upon written notice of at least five days to Board Members, or by any ten Board Members upon written notice of no less than seven days to the President and other Board members, and may be held at such time and place as stated in the notice thereof. The subject matter of a special meeting shall be limited to the purpose or purposes identified in the written notice, except as otherwise specified in these Bylaws.

Section 8. Attendance at Board Meetings. It is the duty of each Board Member to attend the regular and special meetings of the Board of Directors. Failure to attend a Board meeting without good cause (as determined by the Executive Committee) constitutes an unexcused absence. Any Board Member who accumulates two unexcused absences during his or her term of office and who duly received notices of such meetings in accordance with these Bylaws shall be presumed unable to carry out the duties of office and shall be replaced by the President 45 days after notice of replacement has been sent to such Board Member by the President unless the Executive Committee determines that any absence was supported by good cause.

Section 9. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if: a) forty-eight (48) hours notice of such proposed action is given to all Board Members; and b) a written consent to such action is signed by a majority of the members of the Board of Directors. Such written consent and notice may be given or obtained by facsimile or electronic mail.

ARTICLE IV – DUTIES OF OFFICERS

Section 1. President. The President shall be the chief executive officer of the Association, shall preside over all meetings of the Association and all meetings of the Association and all meetings of the Board of Directors, and shall perform all duties ordinarily incident to the office and consistent with these Bylaws.

Section 2. President-Elect. The President-Elect shall serve on the Board of Directors during the year preceding his or her term of office as President, shall succeed the President upon expiration of the President's term of office, and shall assume the duties of the President if the President is at any time unable to exercises such duties.

Section 3. Vice President-Committees. The Vice President of Committees shall be an ex-officio Member of each Committee and Section designated by the President and shall perform other such duties as the President of the Board may from time to time direct.

Section 4. Secretary. The Secretary shall prepare, publish, and keep the minutes of all meetings of the Association and meetings of the Board of Directors, shall certify official copies of such minutes and these Bylaws, and shall perform such other duties as the President or Board of Directors may from time to time direct.

Section 5. Treasurer. The Treasurer shall collect dues from the Members of the Association; maintain a current and complete roster of the Members; keep financial records of the Association; collect, care for and, upon approval of the President or Board of Directors, disburse all funds of the Association; render periodic and annual reports of the financial affairs and status of the Association; receive, account for, disburse and report on all monies of the Association; file all tax returns; and perform such other duties as the President or Board of Directors may from time to time direct.

ARTICLE V – LOCAL CHAPTERS

Section 1. Creation. Four Local Chapters of the Association may be created by the Board of Directors and may represent a county, judicial or congressional district, region, or a combination thereof. Those Chapters shall be known as the Northern Region, the Southern Region, the Western Region and the San Luis Valley Region.

Section 2. Board Representation. Each Local Chapter may select its own representative to serve on the Board of Directors as one of the appointed Directors, subject to the President's power of appointment.

Section 3. Meetings. Local Chapters must have periodic meetings at such times and dates as may be determined by the Local Chapters and reports/minutes from such meetings shall be submitted to the President.

Section 4. Officers. Officers, if any, of the Local Chapters may be selected pursuant to the needs of the Local Chapter and upon approval of the President.

ARTICLE V1 – ELECTION OF OFFICERS AND DIRECTORS

Section 1. Nominations. Nominations may be made by any three (3) voting Regular Members upon a written request to the President at least 45 days prior to the annual meeting.

Section 2. Notice of Elections. The membership of the Association shall receive written notice of the election and the offices for which annual election will be held at least thirty (30) days prior to the election.

Section 3. Election. During the election, all Members in good standing who have a right to vote under the Bylaws of the Association may vote. For purposes of the foregoing sentence, a Member shall be deemed to be in good standing and entitled to vote at the election for any year if the Association has received such Member's annual dues on or before exercise of such Member's voting rights. Election procedures not provided for in these Bylaws shall be adopted by resolution of the Board of Directors from time to time.

Section 4. Voting. The method by which the election shall be conducted shall be determined by the Board of Directors, which may conduct such election either by secret ballot at the annual meeting or by mail-in ballot. Additional details specifying the election procedures shall be established by resolution of the Board of Directors. All officers and elected Members of the Board shall be elected to their positions by receiving the largest number of votes of the membership, as the membership is constituted as of the annual meeting of the membership.

ARTICLE VII – MEETINGS OF THE MEMBERSHIP

Section 1. Regular Meetings. Regular meetings of the membership of the Association shall be held once during the fiscal year at such time and place as the President, or a majority of the Board of Directors, shall direct.

Section 2. Special Meetings. Special meetings of the membership of the Association may be held at such time and place as the President, or a majority of the Board of Directors, shall direct by written notice of at least thirty (30) days to the membership.

Section 3. Voting. Members who have paid their annual dues for the respective year are entitled to vote for the election of the officers and elected directors. All other matters voted on by the Members shall be considered as recommendations to, and shall be subjected to a separate vote by, the Board of Directors. At all meetings of the membership of the Association, voting shall be by a majority vote of the Members eligible to vote who are present, except as otherwise provided by these Bylaws.

Section 4. Quorum. At all meetings of the membership of the Association, the Members eligible to vote that are present in person shall constitute a quorum for the transaction of business.

ARTICLE VIII – COMMITTEES

Section 1. Executive Committee. The Officers of the Board of Directors shall constitute the Executive Committee. The President shall preside at all meetings of the Executive Committee.

Section 2. Powers of the Executive Committee. Between meetings of the Board of Directors, the Executive Committee shall have and may exercise all the rights, powers, and authority of the Board of Directors as are necessary to conduct the Association's business (it being understood that any matter that can reasonably be delayed for action by the full Board of Directors shall not be acted upon by the Executive Committee), except that the Executive Committee shall have no authority under any circumstances with respect to:

  • (a) Amendment of these Bylaws or the Association's Articles of Incorporation;
  • (b) Any matter as to which the Board of Directors by resolution shall restrict the authority of the Executive Committee;
  • (c) Any matter which the President as any time reserves for the Board of Directors; or
  • (d) Any matter which any three Members of the Executive Committee, by affirmative vote at an Executive Committee, refer to the Board prior to Executive Committee action on that matter.

Section 3. Executive Committee Quorum. A simple majority of the Executive Committee shall constitute a quorum for the transaction of the business of such Committee and the affirmative vote of a majority of such quorum shall be required to constitute any action by such committees.

Section 4. Standing Committees. Prior to the annual election, the President-elect shall appoint seven Members to Chair the Standing Committees during the President-Elect's tenure as President, and each such Chair shall serve as an appointed Member of the Board of Directors. The appointed seven Members to Chair the Standing Committees may be removed at any time by the President with or without cause. The following Standing Committees shall be automatically established from year to year:

  • (a) Public Policy Committee;
  • (b) Business Development Committee;
  • (c) Membership Committee;
  • (d) Education Committee;
  • (e) Nominations and Endorsements Committee;
  • (f) Young Lawyers' Section; and
  • (g) Newsletter and Website Committee.

The President shall appoint Chairs of the standing committees. But for the Nominations and Endorsements Committee, the Chair shall appoint each committee's Members. Each Standing Committee may also have a Vice Chair who may vote at Board of Director meetings in the absence of the Chair with a written proxy. The Vice Chair shall serve at the pleasure of the Chair and the President.

The Nominations and Endorsements Committee shall consist of a Chair, the Immediate Past President, the current President, President-Elect, and five additional Members appointed by the Chair and President, who shall serve two-year terms. The Chair and President shall appoint individuals for only those individuals whose terms have ended. It is the intent of the CHBA that the terms of the Members of the Nominations and Endorsement Committee shall be staggered such that no more than four member terms expire in any given year.

Section 5. Committees and Other Representatives. The President shall appoint or designate: (i) such other committees or sections as are deemed necessary to carry out the purposes of the Association or to assist the Board in the orderly management of the affairs of the Association, consistent with these Bylaws; and (ii) all representatives or delegates to act on behalf of the Association in connection with activities conducted by other national bar associations or organizations.

Section 6. Appointments to Committees. The President shall appoint Members of all other committees and designate a Chair.

Section 7. Committee Officers, Rules and Report. Each committee may select from its Members a committee secretary and such other officers as are deemed desirable. The rules adopted by a committee shall govern the operation of such committee until altered by the same or a succeeding committee. Each committee shall make a written annual report to the Association which report shall be filed with the President at least 30 days before the annual meeting.

Section 8. Term; Removal; Vacancies. But for the Nominations and Endorsements Committee, members of the committees shall serve at the pleasure of the committee Chair and may be removed at any time with or without cause by the Chair, with the consent of the President. The Chair shall have the power to fill vacancies in any committee.

Section 9. Action by Consent. Any action required or permitted to be taken at any meeting of any committee appointed by the President may be taken without a meeting if written consent to such action is signed by all Members of the committee and such written consent is filed with the minutes of its proceedings.

Section 10. Meetings by Telephone. The Committees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all Members participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meetings.

Section 11. Removal of Officers and Elected Board Members. Officers and elected Board Members may be removed from office by a two-thirds vote of the Board at a duly convened meeting. Any vote to remove an Officer or elected Board Member may only occur upon written notice of no less than seven days to the President and other Board Members. The written notice shall state the reason or reasons for the proposed removal.

Section 12. Proxy Votes. Proxy Votes may be given by one Board Member to another but the proxy must be in writing and it must specify which issue or issues upon which the proxy is given. No general proxy (one which does not specify the issue up for a vote) shall be recognized and given effect. Written proxies shall be incorporated in and attached to the minutes.

ARTICLE IX – RULES OF PROCEDURE

Section 1. Robert's Rules of Order. Robert's Rules of Order shall govern all meetings of the membership of the Association and the Board of Directors unless inconsistent with these Bylaws.

ARTICLE X – AMENDMENTS TO THE BYLAWS BY THE BOARD

Section 1. Amendments to Bylaws. Amendments to these Bylaws may be adopted at any duly organized meeting of the Board by an affirmative vote at least two-thirds (2/3) of the voting Members of the Board. No amendment shall be considered by the Board unless a copy of the proposed amendment shall have been sent to each Member at least seven days prior to the meeting. The Board Members shall be notified of any changes to these Bylaws by publication of such changes. Article IV, section 3 and Article VIII, section 4 shall take effect January 1, 2001. All other sections of the Bylaws shall take effect immediately upon passage.

COLORADO HISPANIC BAR ASSOCIATION

MISSION STATEMENT

The Colorado Hispanic Bar Association (“CHBA”) promotes Hispanics in the legal profession, advocates their involvement in the public and private sector, supports diversity throughout the legal profession, facilitates networking opportunities, supports collegiality, advocates to foster respect for Hispanics in the Law, and promotes and supports the full and equal participation of minority communities at every level of society.

The mission of the CHBA shall be conducted in a manner consistent with advancing the standing of the legal profession, preserving high standards of integrity, honor, and professional courtesy.

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