AMENDED AND RESTATED BYLAWS
OF
COLORADO HISPANIC BAR ASSOCIATION
(A Colorado Nonprofit Corporation)
ARTICLE I
NAME, MISSION STATEMENT, AND OBJECTIVES
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 Latino, Chicano, and Hispanic interests and issues in the legal profession and seeking equal protection for the Latino, Chicano, and 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.
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. Membership shall be open to all persons interested in the Association’s mission and objectives, and 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 four classes of Membership:
(a) Attorney Members. Any person who is duly licensed to practice law or otherwise authorized to practice law, including but not limited to, corporate counsel, United States Attorneys, judges, administrative law judges, armed forces judge advocates, law professors, and attorneys practicing in federal or foreign jurisdictions. Upon payment of dues as prescribed by these Bylaws or the Board, Attorney Members shall be entitled to vote in the election of Officers and Directors and on any other matter presented by the Board to the Membership for a vote. Attorney Members shall also be entitled to hold office in the Association and otherwise participate in the affairs of the Association.
(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 Student Membership upon the payment of dues as prescribed by these Bylaws or the Board. Law Student Members shall be entitled to vote in the election of Officers and Directors and on any other matter presented by the Board to the Membership for a vote, and otherwise participate in the affairs of the Association, but may not be an Officer or At-Large Director of the Association
(c) Legal Professional Members. Any practicing licensed legal paraprofessional, paralegal, legal assistant, administrator, legal secretary, or other legal professional who is not admitted to practice law and is employed or retained by a lawyer, law office, corporate law department, governmental agency, or other entity engaged in the practice of law shall be eligible for Legal Administration Membership upon the payment of dues, if any, prescribed by these Bylaws or the Board. Legal Administration Members shall be entitled to vote in the election of Officers and Directors and on any other matter presented by the Board to the Membership for a vote. Legal Professional Members shall also be entitled to hold office in the Association and otherwise participate in the affairs of the Association.
(d) Friend of the CHBA. Any person that does not qualify as an Attorney Member, Legal Professional Member, or Law Student Member that is committed to the mission of CHBA shall be eligible for Friend of the CHBA membership. A Friend of the CHBA Member shall not participate in electing a member of the Board or an Officer of the Association, and may not be an Officer or At-Large Director of the Association, but may participate in other activities of the Association as authorized by the Board.
Section 3. Application for Membership and Registration.
(a) Application for membership in the Association shall be in such form and manner as prescribed by the Board of Directors.
(b) Each Member may furnish, and the Treasurer and/or his or her designee shall maintain, the information requested in the Application for Membership.
(c) Each Member is encouraged to advise the Association promptly of any change in the Member’s information.
Section 4. Dues.
(a) The Board shall have the power to fix the amount of dues paid by Members and to establish classifications for such purposes.
(b) The Board may propound additional policies and procedures, dues, including payment deadlines, the determination of good standing, proration of dues, and other related matters.
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.
(a) A Member may terminate membership in the Association at any time by notifying the Board or the Association’s Director of Operations.
(b) The Board may terminate the membership of any Member who is in default of the payment of dues as outlined in this Article II or for other good cause.
ARTICLE III
BOARD OF DIRECTORS AND BOARD MEETINGS
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 any vice chairs of Standing Committees, 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, Executive Vice President, Vice President of Mission & Outreach, Vice President of Strategy & Membership, Secretary, and Treasurer (collectively, the “Officers”). The Officers shall be elected as provided in these Bylaws.
Section 5. At-Large Directors. There shall be five At-Large Directors, who shall be elected as provided in these Bylaws. Up to four additional At-Large Directors, for a total of nine, may be appointed by the President-Elect prior to taking office as President, or by the Board at any time thereafter. Any such appointments by the President-Elect are effective upon the President-Elect taking office as President.
Section 6. Appointed Directors.
(a) Standing Committee Chairs. Prior to taking office as President, the President-Elect shall appoint one or more Members to Chair each of the Standing Committees, other than the Public Policy Committee. Such appointments are effective upon the President-Elect taking office as President. During his or her term, the President may remove any appointed Standing Committee Chair(s) at any time with or without cause, subject to approval by the Executive Committee.
(b) Ad Hoc Committee Chairs. The President may appoint one or more Members to Chair the Ad Hoc Committees, if any, established during his or her term as President. During his or her term, the President may remove any Ad Hoc Committee Chair at any time with or without cause, subject to approval by the Executive Committee.
(c) Regional Representatives. Prior to taking office as President, the President-Elect may appoint one or more Members to serve as representatives of each of the respective Regions identified in these Bylaws, provided that the Regional Representatives shall reside or practice within the Region they represent. Such appointments are effective upon the President-Elect taking office as President.
(d) Law Student Representatives. At least two members of the Board shall be appointed from the Law Student Membership. The Latino Law Student Associations at the University of Colorado Law School and the University of Denver Sturm College of Law shall each nominate one or more of their members to the President for appointment. The President shall select and appoint a representative(s) if the Latino Law Student Association(s) does not make such nomination(s) within thirty (30) days after the President takes office.
(e) Other Representatives. Representatives appointed by the President to act on behalf of the Association in connection with activities conducted by other bar associations or organizations, including the Hispanic National Bar Association. During his or her term, the President may remove any such representative at any time with or without cause, subject to approval by the Executive Committee.
Section 7. Special Directors.
(a) Immediate Past President. The Immediate Past President shall serve as a Director. If the Immediate Past President is unwilling or unable to serve, the President shall appoint a different past President who is willing and able to serve.
(b) CHBA Foundation President. The President or Chief Executive Officer of the Colorado Hispanic Bar Association Foundation shall serve as a Director.
(c) HNBA Regional President. The Hispanic National Bar Association President of the Region encompassing Colorado, if that person resides in the State of Colorado, shall serve as a Director.
Section 8. Terms of Office. Each Officer, At-Large Director, and Appointed Director shall take and hold office for one calendar year commencing on October 1 of the year for which he or she is elected or appointed and ending on September 30 of the following 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 elected At-Large Directorship becomes vacant, the Board shall elect an Attorney Member or Legal Professional Member in good standing to fill the office for the unexpired term. If an Appointed Directorship becomes vacant, the President shall appoint an Attorney Member or Legal Professional 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.
(a) Regular meetings of the Board shall be held no less than four 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.
(b) One-third of the voting Board Members shall constitute a quorum for the transaction of business.
(c) 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, except as otherwise specified in these Bylaws. No person shall exercise more than one vote on the Board, regardless of whether such person holds more than one voting position on the Board. For purposes of determining whether a quorum exists, the calculation shall be based on the number of Board Members eligible to vote, not based on the number of Board positions that have voting authority.
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. Any Board Member entitled to vote may authorize another Board Member to act for such member by proxy at a meeting, provided that the proxy vote is in writing and provided to the Secretary or the Association’s Director of Operations by the time attendance is taken at the meeting. Such written proxy votes shall be noted in the minutes.
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.
ARTICLE IV
OFFICERS; EXECUTIVE COMMITTEE PROCEDURES
Section 1. Officer Qualifications. To be eligible to run as a candidate for an Officer position, a person must be an Attorney Member or Legal Professional 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 an Attorney Member in good standing; and (b) have served on the Board for not less than one year. Notwithstanding the foregoing or anything else contained herein, the President-Elect, upon election and prior to the commencement of the President-Elect’s term, is hereby empowered to select and contract for the venue for the Annual Banquet occurring during the President-Elect’s term.
Section 4. Executive Vice President. The Executive Vice President shall assist the President in the exercise of the President’s duties and shall perform such other duties as the President or the Board may from time to time direct. The Executive Vice President shall also oversee the activities of the Vice President of Mission & Outreach and the Vice President of Strategy & Membership and shall serve as the President’s designee in the event that both the President and President-Elect are unavailable or unable to exercise their duties.
Section 5. Vice President of Mission & Outreach. The Vice President of Mission & Outreach shall work closely with the Executive Committee and Board to coordinate, support, and further the Association’s outward-facing activities and relationships. The Vice President of Mission & Outreach shall serve as a liaison with partner organizations, including other bar associations and community organizations, the judiciary and government, and shall coordinate with relevant committee chairs to support programming, community outreach, and relationship-building consistent with the Association’s mission.
Section 6. Vice President of Strategy & Membership. The Vice President of Strategy & Membership shall work closely with the Executive Committee and the Board to develop and implement the Association’s strategic goals and plans for promoting the Association’s overall organizational well-being. The Vice President of Strategy & Membership shall also serve as the Board’s primary liaison with committee chairs, shall receive and elevate feedback from Members, shall work to develop and execute actionable plans in response, and shall report to the Board on matters relating to internal Association operations and member experience.
Section 7. 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 8. Treasurer.
(a) The Treasurer shall supervise the safekeeping of the Association’s funds and investments, and shall report periodically on the financial condition of the Association to the Board. The Treasurer may appoint an Assistant Treasurer to assist the Treasurer with the Treasurer’s duties. The Assistant Treasurer shall have no vote on the Board or the Executive Committee.
(b) The Treasurer’s duties shall include:
(1) Collaborating with the Chair of the Membership Committee to maintain a current and complete roster of the Members of the Association and to collect all dues from Members of the Association;
(2) Preparing and keeping the financial records of the Association, including periodic and annual reports, tax returns, and other filings or records as required by law, and working with such external accountants or auditors as necessary;
(3) Collecting, receiving, accounting for, disbursing, and reporting on all funds of the Association;
(4) Together with the President and the Executive Committee, developing and submitting for the Board’s consideration an annual budget;
(5) Authorizing expenditures specified in the annual budget or otherwise approved by the Board or the Executive Committee;
(6) Promulgating and implementing, with the Board’s approval, financial policies and procedures, including specifying requirements for payment and reimbursement requests;
(7) Maintaining in force such insurance coverages as required by law or as the Board shall direct including, at a minimum directors and officers liability insurance;
(c) Collaborating with the Advancement Committee and the President in pursuing fundraising opportunities; and
(d) Performing such other duties as the President or the Board may from time to time direct.
Section 9. 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 an Attorney Member or Legal Professional 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 10. Executive Committee.
(a) Composition of the Executive Committee. The Officers of the Association and the Immediate Past President shall constitute the Executive Committee. The President shall preside at all meetings of the Executive Committee.
(b) Powers of the Executive Committee. Between meetings of the Board, the Executive Committee shall have and may exercise all the rights, powers, and authority of the Board 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 shall not be acted upon by the Executive Committee), except that the Executive Committee shall have no authority under any circumstances with respect to:
(1) Amendment of these Bylaws or the Association’s Articles of Incorporation;
(2) Any matter as to which the Board by resolution shall restrict the authority of the Executive Committee;
(3) Any matter which the President at any time reserves for the Board; or
(4) Any matter which any three Members of the Executive Committee, by affirmative vote as an Executive Committee, refer to the Board prior to Executive Committee action on that matter.
(c) Executive Committee Quorum. A simple majority of the Executive Committee shall constitute a quorum for the transaction of the business of the Executive Committee and the affirmative vote of a majority of such quorum shall be required to constitute any action by the Executive Committee.
(d) Meetings by Telephone or Electronic Communication. The Executive Committee may conduct meetings or business by telephone or other electronic communications equipment. Participation by such means shall constitute presence in person at such meetings. The Executive Committee may vote via electronic transmission provided such votes are transmitted to all members of the Executive Committee.
ARTICLE V
REGIONS
Section 1. Designation of Regions.
(a) The Board may, by majority vote, designate Regions outside the Denver metropolitan area (Adams, Arapaho, Boulder, Broomfield, Denver, Douglas, and Jefferson counties), which may represent a county, judicial or congressional district, geographic region, or a combination thereof.
(b) The Board at this time designates the following five Regions:
(1) Region 1 (Northeastern Colorado) includes the following counties: Larimer, Weld, Morgan, Logan, Sedgwick, Phillips, Yuma, and Washington.
(2) Region 2 (Pueblo & San Luis Valley) includes the following counties: Pueblo, Huerfano, Las Animas, Teller, Fremont, Custer, Baca, Costilla, Conejos, Mineral, Rio Grande, Alamosa, and Saguache.
(3) Region 3 (Western Slope) includes the following counties: Moffat, Routt, Jackson, Grand, Gilpin, Clear Creek, Summit, Park, Lake, Chaffee, Gunnison, La Plata, San Juan, Montezuma, Dolores, San Miguel, Ouray, Montrose, Delta, Mesa, Garfield, Pitkin, Eagle, Archuleta, Hinsdale, and Rio Blanco.
(4) Region 4 (Central Plains) includes the following counties: El Paso, Elbert, Lincoln, Kit Carson, Cheyenne, Kiowa, Prowers, Bent, Otero, and Crowley.
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 may select and appoint a representative(s) if a Region(s) has not made such nomination(s) by the time the President takes office.
ARTICLE VI
ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominations. Any Member may nominate candidates for Officer and At-Large Board Member positions. Attorney Members and Legal Profession Members may nominate themselves. Nominations for Officer and At-Large Board Member candidates shall be due July 1 of the year for which the Officer or At-Large Board Member would be elected.
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 July 15 of the year of the 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 August of the year of the commencement of the Officer’s or At-Large Board Member’s term. All votes must be received by the second Tuesday of August.
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 President-Elect, subject to the approval of the Board. The election may be conducted by secret ballot at an Annual or 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 the President-Elect, subject to approval 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 and the results of the election announced to the Membership. The Board 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.
ARTICLE VII
COMMITTEES
Section 1. Standing Committees.
(a) The following Standing Committees shall be automatically established from year to year:
(1) Access to Justice Committee. The Access to Justice Committee shall work to improve access to legal services and the justice system for Colorado’s Latino and Hispanic communities and other underserved populations. The Committee’s work may include public-facing legal education programming such as know-your-rights clinics and continuing legal education offerings, family preparedness workshops, outreach to communities outside the Denver metropolitan area, and partnerships with community organizations and legal services providers.
(2) Advancement Committee. The Advancement Committee shall be responsible for Banquet Planning, Banquet Fundraising, and other Fundraising activities, and shall work to develop new and expand existing sources of funds for the Association and the Colorado Hispanic Bar Association Foundation in order to further the Association’s mission and community outreach, and to fund scholarships for Hispanic law students at Colorado’s two law schools. The President-Elect shall serve as an ex-officio Chair of the Advancement Committee.
(3) Public Policy Committee. The Public Policy Committee shall serve as the governmental policy and advocacy arm of the Association. The Committee’s advocacy shall be nonpartisan and focused on issues relevant to Hispanic lawyers and the Hispanic community. The Committee members may manifest their advocacy by various means, including: (a) monitoring national and state legislation that affects the Hispanic community; (b) providing legal analysis for parties with pertinent policy issues before the government or judiciary; and (c) advocating for policy changes within government to reflect the concerns of the Hispanic community.
(4) Community Impact Committee. The Community Impact Committee shall work to increase connections and foster partnerships between Colorado’s Hispanic legal community and the community at large. The Committee shall also receive, evaluate, and make recommendations to the Board regarding requests for charitable contributions from organizations seeking the Association’s financial support for programs that further the Association’s mission, with priority given to contributions in the following areas of education, community outreach, and access to justice.
(5) Latinos on the Bench Committee. The Latinos on the Bench Committee shall work to increase the number of qualified Latino, Chicano, and Hispanic attorneys serving on Colorado’s local, state, and federal courts and in positions within the judicial branch. The Committee shall identify and recruit qualified candidates, provide educational resources and programming on the judicial application and appointment process, offer mentorship and mock interview preparation to prospective applicants, and build relationships with judicial nominating commissions across the state. The Committee shall coordinate with the Nominations and Endorsements Committee, the Mentorship Committee, and other relevant committees to align these efforts.
(6) Membership Committee. The Membership Committee shall work to increase the Association’s Membership, facilitate the Association’s communication with its Members, and promote the value of Membership in a variety of ways.
(7) Mentorship Committee. The Mentorship Committee shall work to develop and maintain mentorship programs that support the professional development and advancement of members of the Association at all career stages, as well as law students aspiring to enter the legal profession. The Committee shall facilitate connections between experienced attorneys and those earlier in their careers as well as coordinate mentorship programming and events.
(8) Nominations and Endorsements Committee. The principal goal of the Nominations and Endorsements Committee shall be to endorse candidates for judgeships and to promote the selection of qualified judges to Colorado’s local, state and federal courts, particularly candidates who have demonstrated a commitment to equality of all litigants and who have been involved in, supportive of, and responsive to Hispanics’ issues, needs and concerns. The Committee also shall serve as a resource to the Association’s Members seeking such appointments.
(9) Young Lawyers Division. The Young Lawyers Division shall work to support and improve the professional development of young and recently admitted lawyers to the practice of law as well as the educational outcomes of law students, with the goal of increasing the number of Hispanics in the legal profession. YLD members shall include Association Members who are 35 years old and younger, or have been admitted to the bar within the last five years. The YLD shall also work to provide opportunities for young Hispanic attorneys and law students, such as networking and social mixers, tutoring programs and presentations to students, diversity receptions, and general support for objectives of the Association. The YLD shall also endeavor to create, with the Board’s approval and subject to available funds, additional scholarships for qualified applicants, e.g., scholarships to assist in studying for the Colorado Bar Examination and the Law School Admission Test.
(10) Pro Bono Committee. The Pro Bono Committee shall work to develop, coordinate, and implement policy initiatives, and to forge partnerships and provide volunteer opportunities to Association Members in order to improve access to and enhance the quality of legal representation for the Hispanic community. The Committee shall also encourage Association Members to engage in pro bono and volunteer activities that positively affect the Colorado Hispanic community and the Association itself. This Committee may also engage in promoting programs designed to provide pro bono legal services and legal education to the public and professional development and networking opportunities to the Association’s Members.
(b) Except for the Public Policy Committee and the Nominations and Endorsements Committee, the Chair(s) of each Standing Committee shall appoint each committee’s Members. The Vice Chair shall serve at the pleasure of the Chair and the President.
(c) The Public Policy Committee shall consist of the Vice President of Mission & Outreach, who shall serve as its ex officio Chair, the Immediate Past President, the current President, the President-Elect, and any additional Members appointed by the Chair or President.
(d) The Nominations and Endorsements Committee shall consist of one or more Chairs, the Immediate Past President, the current President, President-Elect, and a minimum of five additional Members appointed by the Chair and President, who shall serve two-year terms. The Chair(s) 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 2. Ad Hoc Committees and Other Representatives.
(a) Subject to the Board’s approval, the President may appoint or designate such Ad Hoc 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.
(1) The President shall appoint Members of all Ad Hoc Committees or sections and designate a Chair.
(2) Such Ad Hoc Committees or sections shall exist only during the term of the President who appoints such committees or sections, unless otherwise directed by the Board.
(3) Ad hoc committee chairs shall be classified as Appointed Directors, and shall report to the Vice President of Strategy & Membership.
(b) The President may appoint representatives to act on behalf of the Association in connection with activities conducted by other bar associations or organizations, including the Hispanic National Bar Association.
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, the Executive Vice President or the Vice President of Strategy & Membership.
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(s) and may be removed at any time with or without cause by the Chair(s), with the consent of the President. The Chair(s) 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.
ARTICLE VIII
MEETINGS OF THE MEMBERSHIP
Section 1. Annual and Regular Meetings. The Association, may, but is not required to, hold an Annual Meeting of the Membership, 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. 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. Unless otherwise specified, 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.
(a) The Association may host an Annual Banquet, at a time and place chosen by the President-Elect, to raise funds, convey awards, and/or conduct such other business as the Board deems appropriate.
(b) The President-Elect shall be an ex officio Chair of the Advancement Committee, and may appoint members to assist with the planning and implementation of the Annual Banquet, and delegate such tasks as the President-Elect deems necessary to conduct the Annual Banquet, including but not limited to selecting the venue for the Annual Banquet.
(c) The President-Elect shall periodically report to the Board on all matters pertaining to the Annual Banquet during its planning and as requested by the Board.
Section 7. Actions Requiring Vote of Members. The following actions may not be taken without the approval of the Members:
(a) A majority of the votes cast at a meeting of the Members is required for:
(i) Any amendment of the Articles of Incorporation, or
(ii) A petition for judicial dissolution.
(b) Two-thirds of the votes cast at a meeting of the Members is required for:
(i) Disposing of all, or substantially all, of the assets of the CHBA,
(ii) Approval of a plan of merger,
(iii) Authorization of a plan of non-judicial dissolution, or
(iv) Revocation of a voluntary dissolution proceeding;
provided, however, that the affirmative votes cast in favor of any action described in this subsection (b) shall be at least equal to the minimum votes necessary to constitute a quorum. Abstentions from voting or blank votes cast by ballot shall not be counted toward the number of votes.
ARTICLE IX
PROCEDURAL MATTERS
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. Effective Date. These Amended and Restated Bylaws, shall take effect in full on October 1, 2026. Until that date, the Association shall continue to operate under the bylaws in effect immediately prior to this amendment (“Prior Bylaws”), except as follows:
(a) Elections and Appointments for the 2026-2027 Term. The provisions of Article VI (Election of Officers and Directors) and Article III, Section 6 (Appointed Directors) of these Amended and Restated Bylaws shall take effect immediately upon adoption for the sole purpose of conducting nominations, elections, and appointments for officer and director positions commencing October 1, 2026. The elections and appointments conducted pursuant to this subsection shall be governed by the procedures set forth in these Amended and Restated Bylaws, and the officers and directors so elected or appointed shall assume their positions on October 1, 2026.
(b) Current Officers and Directors. All officers and directors serving under the Prior Bylaws shall continue to serve in their current capacities and under their current titles until September 30, 2026, at which point their terms shall expire in accordance with Article III, Section 8 of these Amended and Restated Bylaws.
(c) Current Committees. All standing and ad hoc committees established under the Prior Bylaws shall continue to operate under their current structure and composition until September 30, 2026. Committee chairs serving under the Prior Bylaws shall continue in their roles and retain their Board voting rights under the Prior Bylaws until that date.
(d) Policies. Article X (Policies) of these Amended and Restated Bylaws shall take effect immediately upon adoption.
Section 5. Liability of the Association; Indemnification.
(a) Any liability incurred by any committee or Member not in accordance with the policies of the Board or in conflict with any part of these Bylaws shall be the personal liability of the person or persons incurring or authorizing the same. The Board, by a majority vote, shall determine whether a liability incurred by any committee or Member is not in accordance with the policies of the Board or is in conflict with any part of these Bylaws.
(b) The Association shall indemnify the members of the Board and its agents in the manner, to the extent, and subject to the requirements set forth in the State of Colorado Revised Nonprofit Corporation Act, Colorado Revised Statutes § 7-121- 101 et seq.
Section 6. Use of the Logo; Speaking for the Association.
(a) Use of the Association’s letterhead, logo, or motto shall be limited to official business of the Association. Such items shall not be used for any other purpose except as expressly authorized by the Board.
(b) The President or a person designated by the President shall express the policy of the Association as determined by the Board. No other member of the Association may represent the Association or a committee thereof before a legislative body, court, or governmental agency or official, unless specifically authorized by these Bylaws, the President, or the Board.
Section 7. Miscellaneous.
(a) Principal Office or Address. The principal office or address of the Association shall be located at such place as the Executive Committee may designate from time to time.
(b) Gender. All references in these Bylaws to the masculine, feminine, or neutral gender shall be deemed to apply equally to one or more of such gender-specific reference as may be appropriate.
(c) Fiscal Year. The fiscal year of the Association shall be the calendar year unless otherwise provided by the Board.
(d) Written Notice and Consent. All references to written notice and written consent in these Bylaws shall include any notice and consent given by electronic transmission, including 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.
(e) The Association shall maintain such book and records as are necessary for its activities or required by law.
ARTICLE X
POLICIES
Section 1. Whistleblower Policy. The Association shall follow the policies and procedures set out in the CHBA Whistleblower Policy, attached hereto as Exhibit A, as amended from time to time, and incorporated into these bylaws by reference, in any instance where a director, officer, employee, or volunteer reports a suspected violation of law or Association policy.
Section 2. Interested Party Transactions. For purposes of these bylaws, an “Interested Party Transaction” is any contract or other transaction between the Association and (a) any present director or any individual who has served as a director in the five years preceding the transaction (a “past director”); (b) any present officer or any individual who has served as an officer in the five years preceding the transaction (a “past officer”); (c) any present employee or any individual who has served as an employee in the five years preceding the transaction (a “past employee”), (d) any family member of a present or past officer, director, or employee; or (e) any corporation, partnership, trust, or other entity in which a present or past officer, director or employee is a director, officer, or holder of a financial interest.
Section 3. Conflicts of Interest Policy. In any instance where the Association proposes to enter into an Interested Party Transaction it shall follow the procedures and rules set forth in the CHBA Conflict of Interest Policy, attached hereto as Exhibit B and incorporated into these bylaws by reference, as amended from time to time.
ARTICLE XI
CERTIFICATION
The Secretary of the Association hereby certifies that these Amended and Restated Bylaws were adopted and approved on June 2, 2026.
A.J. Martinez, Secretary