Section 1. Name. The name of this corporation shall be the COLORADO HISPANIC BAR ASSOCIATION (the “Association”).
Section 2. The Colorado Hispanic Bar Association Mission.To serve Colorado and promote justice by advancing Hispanic interests and issues in the legal profession and seeking equal protection for the Hispanic Community before the law.
Section 3. Objectives.The Colorado Hispanic Bar Association will fulfill its Mission by striving to achieve objectives defined by the Board of Directors (“Board”).
Section 4. Nonprofit and Nonpartisan Status.The Association shall take no action that 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. The Association is a nonpartisan organization and shall take no action inconsistent with its nonpartisan nature.
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; however, the Association shall not limit or restrict membership based on race, creed, color, ethnicity, national origin, sex, sexual orientation, gender expression, age, physical or mental ability, veteran status, military obligations, or marital status.
Section 2. Classes of Membership. There shall be five classes of Membership:
Section 3. Application for Membership and Registration.
Section 4. Dues.
Section 5. Good Standing. For purposes of these Bylaws, a Member shall be deemed to be in good standing if the Association has received such Member’s annual dues for the year in question.
Section 6. Termination of Membership.
Section 1. Powers of the Board. The Board of Directors shall manage the affairs of the Association, and may exercise all powers and take other appropriate actions 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 2. Eligibility.To be eligible for election or appointment to the Board, a person must be a Member in
good standing and remain in good standing during his or her term of office.
Section 3. Board Composition and Voting Rights. The voting members of the Board shall be Officers, At-Large Directors, Appointed Directors, and Special Directors. The non-voting members of the Board shall be the vice chairs of Standing Committees (except when exercising a proxy vote given by the chair of the same committee as provided by these Bylaws), and other persons appointed or delegated to conduct Association business by any Officer or the Board.
Section 4. Officers.The Officers of the Association shall be the President, President-Elect, Vice President of Committees, Secretary, and Treasurer (collectively, the “Officers”). The Officers shall be elected as provided in these Bylaws.
Section 5. At-Large Directors. There shall be nine At-Large Directors, who shall be elected as provided in these Bylaws.
Section 6. Appointed Directors.
Section 7. Special Directors.
Section 8. Terms of Office. Each Officer, At-Large Director, and Appointed Director shall take and hold office for one calendar year commencing on January 1 of the year for which he or she is elected or appointed and ending on December 31 of such year; provided, however, that each Special Director shall serve as long as such person holds the requisite status.
Section 9. At-Large and Appointed Director Vacancies. If any At-Large Directorship becomes vacant, the Board shall elect a Regular Member in good standing to fill the office for the unexpired term. If an Appointed Directorship becomes vacant, the President shall appoint a Regular Member in good standing to fill the office for the unexpired term, subject to the selection of those Membership classes entitled to nominate their own representatives.
Section 10. Meetings and Voting of the Board.
Section 11. Special Meetings of the Board. Special meetings of the Board 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 12. Executive Session. The Board may meet in executive session at the discretion of the President or the Board, with no persons present except the members of the Board, and such other persons as the President or the Board may authorize. Such executive sessions may be called when the matters under consideration or discussion involve any topic where the preservation of confidentiality is, in the judgment of the President or the Board, desirable, or where public discussion might result in the violation of individual rights or in unwarranted or unjustified private or personal harm. The President shall publicly announce the purpose for meeting in executive session at the commencement of the executive session. Minutes of the executive session shall be taken, but they shall not be publicly disclosed.
Section 13. Attendance at Board Meetings. It is the duty of each Board Member to attend the regular and special meetings of the Board. 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 may be presumed by the Board to be unable to carry out the duties of office and may, at the discretion of the Board, be replaced by the President thirty (30) 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 14. Action by Consent. Any action required or permitted to be taken at any meeting of the Board 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. Such written consent and notice may be given or obtained by facsimile or electronic mail.
Section 15. Board Meetings by Telephonic or Electronic Communications. The Board may conduct meetings by conference telephone or other electronic communications equipment. Participation in a Board meeting by such means shall constitute presence in person at such meetings. The Secretary or the Board’s designee shall maintain a written record of all action taken at such meetings.
Section 16. Proxy Votes. Proxy votes may be given by one Board Member to another, provided that the proxy vote is in writing and specifies the issue or issues upon which the proxy vote is given. No general proxy vote (one which does not specify the issue up for a vote) shall be recognized and given effect. Such written proxy votes shall be incorporated in and attached to the minutes. The Chair of a Standing Committee may give a general proxy vote to the vice chair of the same committee, which proxy vote authorizes the vice chair to vote on any and all matters that are considered at the meeting for which the proxy vote is valid. The vice chair of a Standing Committee, if present during a Board meeting, may vote as the proxy for the chair of the Standing Committee if the chair is exercising voting authority based on his or her holding a different Board position that is also entitled to vote.
Section 17. Removal of Officers and At-Large Directors. Officers and At-Large Directors may be removed from office by a two-thirds vote of the voting Board members at a duly convened meeting. Any vote to remove an Officer or At-Large Director may occur only upon written notice of no less than seven days to the President and other Board Members. The written notice shall state the reason(s) for the proposed removal.
Section 1. Officer Qualifications. To be eligible to run as a candidate for an Officer position, a person must be a Member in good standing, and be otherwise qualified for the office sought as provided by these Bylaws.
Section 2. President. The President shall be the chief executive officer of the Association, shall preside over all meetings of the Association, the Executive Committee, and the Board, and shall perform all duties ordinarily incident to the office and consistent with these Bylaws.
Section 3. President-Elect. The President-Elect shall serve on the Board during the year preceding his or her term of office as President, and shall succeed the President upon expiration of the President’s term of office. The President-Elect shall assume the duties of the President if the President is at any time unable to exercise such duties. The President-Elect shall perform such other duties as the President or the Board may assign. The President-Elect shall preside at meetings of the Association, the Executive Committee, or the Board in the event that the President is not present. In addition to other qualifications and prerequisites provided for in these Bylaws, a candidate for President-Elect must, at the time of such candidacy: (a) be a Regular Member in good standing; and (b) have served on the Board for not less than one year.
Section 4. Vice President of Committees. The Vice President of Committees shall be an ex-officio, non-voting 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. The Vice President of Committees shall act as the Board’s liaison with all committee chairs, and shall periodically report to the President and the Board on the activities and initiatives of the committees.
Section 5. Secretary. The Secretary shall prepare, publish, and keep the minutes of all meetings of the Association, the Board, and the Executive Committee, and shall certify official copies of such minutes and these Bylaws. At the direction of the President, the Secretary shall send notices of all meetings of the Board and the Membership. The Secretary shall receive and keep as the property of the Association all papers, addresses, and reports to the Board. The Secretary shall also perform such other duties as the President or Board may from time to time direct. The Secretary may appoint an Assistant Secretary to assist with the Secretary’s duties. The Assistant Secretary shall have no vote on the Board or the Executive Committee.
Section 6. Treasurer.
Section 7. Officer Vacancies. If the office of President becomes vacant, the President-Elect becomes President for the remaining portion of the unexpired term and for the next term. If the office of President-Elect becomes vacant, as soon as practicable after the vacancy occurs the Board shall conduct a special election to elect a successor. If the office of President becomes vacant while the office of President-Elect is vacant, or if any other Officer position becomes vacant, the Board shall elect a Regular Member in good standing who meets all other applicable requirements prescribed in these Bylaws to fill the office for the unexpired term. Service in an office for an unexpired term does not make that Officer ineligible for nomination or election to an office unless specifically provided otherwise in these Bylaws.
Section 8. Executive Committee.
Section 1. Designation of Regions.
Section 2. Board Representation. Members from each Region shall nominate a Regional Representative to serve on the Board as one of the Appointed Directors, to be appointed by the President-Elect as set forth in these Bylaws. The President shall select and appoint a representative(s) if a Region(s) does not make such nomination(s) within thirty (30) days after the President takes office.
Section 1. Nominations. Any Regular Member may nominate candidates for Officer and At-Large Board Member positions. Regular Members may nominate themselves. Nominations for Officer and At-Large Board Member candidates shall be due November 1 of the year prior to commencement of the term.
Section 2. Notice of Elections. The Membership of the Association shall receive written notice of the election, the offices for which the annual election will be held, and the nominated candidates for such offices by November 15 of the year prior to commencement of the Officer’s or At-Large Board Member’s term.
Section 3. Elections. Annual elections shall be conducted between the first and second Tuesday of December of the year prior to commencement of the Officer’s or At-Large Board Member’s term. All votes must be received by the second Tuesday of December.
Section 4. Voting. A Member has the right to vote in the election if the Member has paid his or her dues for the year during which the term of the candidate(s) will commence. During the election, all Members who have a right to vote under the Bylaws of the Association may vote. The method by which the election shall be conducted shall be determined by the Board, which may conduct such election by secret ballot at a Regular Meeting of the Membership, by mail-in ballot, or by other means, including via electronic or Internet-based media. Additional details specifying the election procedures shall be established by resolution of the Board. The candidate receiving the highest number of votes from the Membership for each particular office will be declared the winner of his or her race.
Section 5. Challenges. Within five days after the ballots are tallied, all challenges or disputes regarding the conduct of the election shall be submitted to the Board or its designee and the results of the election announced to the Membership. The Board or its designee shall consider and make a preliminary ruling on such challenges. The Board shall take action to approve, deny, or modify the preliminary ruling and order whatever relief it deems appropriate and lawful. Such action by the Board shall be final and binding.
Section 6. Special Elections. Election procedures not provided for in these Bylaws shall be adopted by resolution of the Board from time to time.
Section 1. Standing Committees.
Section 2. Ad Hoc Committees and Other Representatives.
Section 3. Committee Officers, Rules, and Report. Each Standing Committee and Ad Hoc 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 such reports to the Board as deemed necessary by the President or the Vice President of Committees.
Section 4. Term; Removal; Vacancies. Except 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 5. Action by Consent. Any action required or permitted to be taken at any meeting of any Standing Committee or Ad Hoc 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 6. Meetings by Telephonic or Electronic Communication. The committees may participate in a meeting by means of a conference telephone or similar communications equipment. Participation by such means shall constitute presence at such meetings. Any committee may vote via electronic transmission provided such votes are transmitted to all members of the committee.
Section 1. Regular Meetings. Regular Meetings of the Membership of the Association may be held periodically at such time and place as the President, or a majority of the Board, 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, shall direct by written notice of at least thirty (30) days to the Membership.
Section 3. Voting. Members in good standing are entitled to vote on any matter presented for a vote at a meeting of the Membership. All matters voted on by the Members at any such meeting shall be considered as recommendations to, and shall be subjected to a separate vote by, the Board. 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.
Section 5. Attendance by Board Members. It is the duty of each member of the Board to attend all Regular Meetings of the Membership.
Section 6. Annual Banquet.
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 unless inconsistent with these Bylaws.
Section 2. Override of Presidential Appointment. For good cause, the Board may override an appointment of an appointed Board Member, Standing Committee chair, Ad Hoc Committee chair, or external representative by a two-thirds (2/3) majority of voting Board members present at any meeting of the Board.
Section 3. 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 present at the meeting. 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. All sections of the Bylaws shall take effect immediately upon passage.
Section 4. Liability of the Association; Indemnification.
Section 5. Use of the Logo; Speaking for the Association.
Section 6. Miscellaneous.
The Secretary of the Association hereby certifies that these Amended and Restated
Bylaws were adopted and approved on December 11, 2010.
Corelle Spettigue, Secretary
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.