LATINO CAUCUS OF CALIFORNIA COUNTIES
a California Nonprofit Mutual Benefit Corporation
Recitals and Definitions
Section 1.01. Name of Corporation. The name of this Corporation is Latino Caucus of California Counties and shall be referred to herein as the “Corporation.”
Section 1.02. Corporation Is Nonprofit. This Corporation has been formed pursuant to the California Nonprofit Mutual Benefit Corporation Law (California Corporations Code, §7110, et seq.) as a mutual benefit corporation.
Section 1.03. Statement of Purposes.
(a) General Statement of Purposes. In accordance with Corporations Code section 7130, the purpose of this Corporation is to engage in any lawful act or activity, other than the credit union business, for which a mutual benefit corporation may be organized under California’s Mutual Benefit Corporation Law.
(b) Statement of Specific Purposes. The specific and primary purpose of this Corporation shall be to:
(i) encourage full participation and active involvement of Latino county officials in the policy-making processes and programs of the California State Association of Counties (hereinafter "CSAC");
(ii) identify issues and concerns important to Latino populations in California’s Counties and promote solutions, including legislative intervention;
(iii) promote diversity and inclusiveness in governmental decision-making processes;
(iv) nurture leadership development within and among groups that reflect California’s changing demographics; and
(v) be a resource to CSAC as a nonprofit mutual benefit corporation, and its members in such areas as policy development, implementation and service delivery.
Section 2.01. Location of Principal Office. The principal office of the Corporation will be located at such place within the State of California as the Board may from time to time designate by resolution.
Section 3.01. Absence of Statutory Members. This Corporation has no members as that term is defined in California Corporations Code section 5056. Accordingly, unless otherwise provided herein or in the California Nonprofit Mutual Benefit Corporation Law, any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members under the California Corporations Code or otherwise by law are vested in the Board of Directors (Corporations Code section 7310(b)).
Section 3.02. Person’s Affiliated with the Corporation. Nothing in this Article III shall be construed as limiting the right of the Corporation to refer to persons associated with it who participate in any activities or programs of the Corporation as “members” even though such persons are not members, as defined in section 5056 of the Corporations Code. Such persons shall be deemed to be associated persons with respect to the Corporation as that term is defined in California Corporations Code section 7333 and no references to associated persons as “members” shall make any such person a member of this Corporation, as defined in Corporations Code section 5056. Specifically, this Corporation has the following classes of non-voting members:
(a) Associate Members. An Associate Member is any other official of a CSAC member-County in good standing as defined by CSAC Bylaws. Associate members are not eligible to vote or to serve as directors or officers of the Corporation, but are otherwise entitled to fully participate the Corporation’s activities.
(b) Supporting Members. A Supporting Member is any individual, group or corporation interested in supporting the goals of the Corporation. Supporting members are not eligible to vote or serve as directors or officers of the Corporation. However, like Associate Members, Supporting Members are otherwise entitled to fully participate in the activities of the Corporation.
Board of Directors
Section 4.01. Number of Directors; Qualifications.
(a) Number and Qualification of Directors. The Board of Directors of this Corporation shall consist of fourteen (14) persons: (i) the individuals then serving as the officers of the Corporation; (ii) the Immediate Past President (who shall be an ex-officio member of the Board and shall not count towards quorum); (iii) six regional members, with two each representing Northern, Central and Southern California; and (iv) three cross-caucus members, one each from CSAC’s Urban Suburban and Rural County Caucuses. The Board should consist of at least eleven and not more than thirteen Board Members.
(b) Qualifications; Good Standing Requirement. Persons serving on the Board of Directors must currently serve as an elect and elected County Supervisor, and must meet director selection criteria set forth in subparagraphs (i) through (v), below, as determined by the Nominating Committee in its sole discretion:
(i) The candidate must hold a current membership in good standing with the Corporation;
(ii) The candidate must have shown a demonstrated active interest and history of participation in the Corporation and CSAC program activities;
(iii) The candidate must have demonstrated the opportunity and an interest in expanding his or her involvement in CSAC activities;
(iv) The candidate must have shown a willingness and ability to make the time and financial commitment necessary to adequately discharge the duties of being a director of the Corporation; and
(v) Finally, consideration shall be given to the candidate’s County size, location and type (i.e., 1937 Act or not) so as to ensure all California Counties perspectives are represented in the Corporation’s activities.
Section 4.02. Term of Office of Directors. The term of office of all Directors shall be one (1) year. There shall be no limitation upon the number of consecutive terms to which a director may be re-elected. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Section 4.03. Nomination and Election of Directors.
(a) Nomination Procedures. At the Annual Conference and prior to the conduct of the election, the Chair of the Nominating Committee shall announce the opening of the nomination process for candidates to fill vacancies on the Corporation’s Board of Directors. The opening of nominations and the membership of the Nominating Committee must be communicated to the membership through appropriate means. Any person interested in being nominated or in making a recommendation on a nomination should submit the information to the chairperson of the Nominating Committee along with available background information. In addition, the Nominating Committee has the responsibility to seek out nominees who are especially qualified to lead the Corporation. The Nominating Committee’s report must be made available to the general membership of the Corporation at its meeting at CSAC’s Annual Conference. Following the report from the Executive Committee, additional nominations from the floor will be entertained.
(b) Election of Directors. Directors are elected by the Corporation’s members at CSAC’s Annual Conference and take office immediately following the election of the new directors and officers. Election of the Board is by voice vote, unless three or more directors entitled to vote request a written ballot. The candidate receiving a plurality of the votes cast for each position on the Board must be declared elected by the President.
Section 4.04. Removal of Officers and Filling Vacancies on the Board of Directors.
(a) Vacancies, Generally. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) when the director resigns from office; or (ii) ceases to be an elected County Supervisor.
(b) Resignation of Officers. Any director may resign, which resignation shall be effective on giving written notice to the President, the Secretary/Parliamentarian, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor director to take office when the resignation becomes effective.
(c) Filling of Vacancies.
(i) Vacancies on the Board may be filled for the unexpired term by appointment of the executive committee. A vacancy in the executive office, among Regional Board members and/or among cross-caucus members is filled by appointment of the Executive Committee.
(d) Removal of Directors for Cause. The Board of Directors shall have the power and authority to remove a director and declare his or her office vacant if he or she has (i) been declared of unsound mind by a final order of court; (ii) been convicted of a felony; (iii) been found by a final order or judgment of any court to have breached any duty under California Corporations Code section 7238 (relating to the standards of conduct of directors); or (iv) if the director fails without just cause (as determined by the Board in its discretion) to participate in three (3) consecutive regular monthly Board meeting conference calls.
(e) Removal of Directors Without Cause. Except as otherwise provided in subparagraph (d), above, a director may only be removed from office prior to expiration of his or her term by the affirmative vote of a majority of the directors then in office.
Section 5.01. Place of Meetings; Meetings by Conference Telephone or Other Electronic Means. Regular and special meetings of the Board of Directors may be held at any place within the State that has been designated from time to time by resolution of the Board and stated in the notice of the meeting, provided that the Corporation must have no fewer than one meeting per year. In the absence of such designation, regular meetings, except for the annual meeting which shall be conducted at the CSAC’s Annual Conference, shall be held at the principal office of the Corporation. Notwithstanding the above provisions of this Section 5.01, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting.
Members of the Board may participate in a meeting through the use of conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation so long as the requirements set forth in Corporations Code sections 20 and 21 are satisfied. Participation in a meeting through the use of conference telephone pursuant to this Section constitutes presence in person at that meeting as long as all members of the Board participating in the meeting are able to hear one another. Participation in a meeting through the use of a conference telephone or electronic video screen communication pursuant to this Section constitutes presence in person at that meeting so long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, constitutes presence in person at that meeting if both of the following elements are satisfied: (i) each Board member participating in the meeting can communicate with all other directors concurrently; (ii) each director is provided the means of participating in all matters coming before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.
Section 5.02. Annual Meeting of Directors. The Board of Directors shall hold an annual meeting for the purpose of organization, election of directors and officers, and the transaction of other business. The annual meeting shall be held during the CSAC Annual Conference.
Section 5.03. Special Meetings of the Board. Special meetings of the Board of Directors for any purpose may be called at any time by: (i) the President; (ii) a majority vote of the Executive Committee; or (iii) by at least five (5) members of the Board so long as the request states a purpose for which the special meeting is being requested.
Section 5.04. Notice of Meetings.
(a) Manner of Giving Notice. Notice of the time and place of the annual and any special meetings of the Board shall be given to each director by one of the following methods: (i) by personal delivery of written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or other electronic means. Notice of a meeting need not be given to any director who signs a written waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at commencement of the meeting, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the Corporation records or made a part of the minutes. Corporations Code section 7211(a)(2) prohibits Articles of Incorporation or Bylaws from dispensing with notice of a special meeting.
(b) Time Requirements For Notices of Meetings. Notice must be given to all members regarding the time and place of all regular and special meetings by mail, including an agenda. Notice must be given at least thirty (30) days prior to each meeting, unless the special meeting is an emergency meeting, in which case notice may be shortened to ten days.
(c) Content of Notices. The notice shall state the date, time and place of the meeting and shall include an agenda listing those items of business that are scheduled for action at the time the notice is given.
Section 5.05. Quorum Requirements.
(a) Specified Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except that a quorum need not be present to vote to adjourn as provided in Section 5.08, below.
(b) Action of the Board. Except as otherwise provided in these Bylaws or in sections 7212 (appointment of committees), 7233 (requirements for the approval of self-dealing transactions), 7234 (approval of certain contracts), and 7237(e) (approving indemnification of a director) the Nonprofit Mutual Benefit Corporation Law, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.
(c) Effect of Withdrawal of Directors From Meeting. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting or such greater number as is required by the Articles of Incorporation or these Bylaws.
Section 5.06. Waiver of Notice. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present, individually or collectively, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Corporation records or made a part of the minutes of the meeting and shall have the same force and effect as a unanimous vote of the Board. The requirement of notice of a meeting shall also be deemed to have been waived by any director who attends the meeting without protesting before or at its commencement about the lack of notice.
Section 5.07. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening in executive session to discuss and vote upon personnel matters, litigation in which the Corporation is or may become involved and orders of business of a similar nature. If the meeting is adjourned for more than twenty-four (24) hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Except as hereinabove provided, notice of adjournment need not be given.
Section 5.08. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For purposes of this Section 5.08, “all members of the Board” shall not include any “interested director” as defined in California Corporations Code section 7233(a).
Section 5.09. Compensation. Directors, officers and members of committees shall not be entitled to compensation for their services as such, although they may be reimbursed for such actual expenses as may be determined by resolution of the Board of Directors to be just and reasonable. Expenses shall be supported by an invoice or voucher acceptable to the Board.
Duties and Powers of the Board
Section 6.01. General Corporation Powers. Subject to any limitations imposed by the Nonprofit Mutual Benefit Corporation Law, these Bylaws or the Articles of Incorporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Subject to the limitations expressed in Section 7.01, below, the Board may delegate the management of the activities of the Corporation to any person or persons or committee, provided, however, that notwithstanding any such delegation the activities and affairs of the Corporation shall continue to be managed and all Corporate powers shall continue to be exercised under the ultimate direction of the Board.
Section 6.02. Specific Powers. Without prejudice to the general powers of the Board of Directors as set forth in Section 6.01, above, the directors shall have the power to:
(a) Exercise all powers vested in the Board under the laws of the State of California.
(b) Board Members, in consultation with other officers of the Board, shall coordinate any regional activities of the Latino Caucus and are responsible for development of programs for the Caucus meetings being held in their respective regions. Regional Board Members shall also perform other duties as assigned by the President.
(c) Appoint and remove all officers of the Corporation, the Executive Director of the Corporation, if any, and other Corporation employees; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their compensation.
(d) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Corporation, and to fix their duties and to establish their compensation.
(e) Adopt and establish rules and regulations governing the affairs and activities of the Corporation.
(f) Enforce all applicable provisions of these Bylaws.
(g) Contract for and pay premiums for insurance and bonds (including fidelity and/or indemnity bonds) which may be deemed necessary or appropriate for the Corporation to maintain.
(h) Pay all taxes and charges incurred by or levied against the Corporation.
(i) Delegate its duties and powers hereunder to the officers of the Corporation or to committees established by the Board, subject to the limitations expressed in Section 7.01, below.
(j) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Corporation in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report.
(k) Appoint such committees as it deems necessary from time to time in connection with the affairs of the Corporation in accordance with Article VII, below.
(l) Fill vacancies on the Board of Directors or in any committee, except for a vacancy created by the removal of a Board Member.
(m) Open bank accounts and borrow money on behalf of the Corporation and designate the signatories to such bank accounts.
(n) Bring and defend actions on behalf of the Corporation so long as the action is pertinent to the operations of the Corporation.
Section 6.03. Limitations on Powers.
(a) Transactions In Which a Director has a Material Financial Interest. Notwithstanding the powers conferred on the Board pursuant to Sections 6.01 and 6.02, above, this Corporation shall not engage in any transaction with one or more of the Corporation’s directors or with any corporation, firm or association in which one or more of its directors has a material financial interest unless the transaction is approved in one of the ways described in Corporations Code section 7233.
(b) Transactions Between Corporations Having Common Directorships. Unless it is established that the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified, this Corporation shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the Corporation's directors are directors unless the material facts as to the transaction and the director's common directorship are fully known or disclosed to the Board. The Board must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common director(s).
(c) Loans to Directors or Officers. This Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless the transaction is first approved by the California Attorney General.
Section 6.04. Specific Duties. Individuals who are serving on Corporation’s Board of Directors shall be subject to the following duties:
(a) Directors must coordinate any regional activities of the Latino Caucus and are responsible for development of programs for the Caucus meetings being held in their respective regions. Associate and Supporting Members also perform other duties as assigned by the President.
(b) Directors shall not miss more than three (3) consecutive regularly scheduled monthly Board conference calls.
(c) Directors shall attend and participate in two of the four annual calendar events:
(i) Latino Caucus of California Counties Board Retreat
(ii) CSAC Annual Legislative Conference
(iii) NACO Conference
(iv) CSAC Annual Conference
(d) Directors shall serve on at least one Ad-Hoc Committee.
(e) Directors shall use their best efforts to raise a minimum of $5,000 annually for sponsored/hosted events.
Section 7.01. Standing Committees, Generally. The Standing Committees of the Corporation are the Executive Committee and the Nominating Committee. All other Committees are Ad-Hoc committees.
(a) Executive Committee.
(i) Membership. The Executive Committee is comprised of the Corporation’s President, Vice President, Treasurer, Secretary/Parliamentarian and Immediate Past President.
(ii) Term of Office. The term of the Executive Committee coincides with the terms of the directors comprising the Executive Committee.
(iii) Duties and Responsibilities of the Executive Committee.
(A) To provide a forum for communication among members, any related professional organizations, and CSAC.
(B) To initiate, supervise and review all projects, programs or internal business affairs of the Corporation referred by the membership to the Board of Directors, CSAC, or related professional organizations.
(C) To act on behalf of and for the Corporation between meetings.
(b) Nominating Committee.
(i) Membership. The President, who must also designate the chair, must appoint the Nominating Committee. The Nominating Committee is comprised of five members. In appointing a Nominating Committee’s members, the President should consider the factors contained in Section 4.01(b), above of these Bylaws to assure the greatest possible representation of perspectives.
(ii) Term of Office. Appointments must be made annually, no later than the May meeting of the CSAC Board of Directors and prior to CSAC’s Annual Conference.
(iii) Duties and Responsibilities. The Committee must meet at least once prior to the business session at the Annual Conference. Its responsibilities are to compile a list of proposed nominees, one for each of the following offices: President, Vice President, Treasurer, Secretary/Parliamentarian, and Board Members.
Section 7.02. Ad-Hoc Committees. Upon direction of the Board of Directors or the Executive Committee, or the Corporation's President; Ad-Hoc committees may be established to analyze a special issue pertinent to the Corporation's membership and/or to provide a forum for the collection and dissemination of information on a subject not pertinent to the responsibilities of any other committee. The President determines membership selection and their numbers. The term of office of Ad-Hoc committees automatically terminates thirty (30) days after the close of CSAC's Annual Conference held subsequent to the committee's appointment, unless the incoming President extends the term.
Officers of the corporation
Section 8.01. Officers. The officers of the Corporation include the statewide President, Vice President, Treasurer, Secretary/Parliamentarian and Immediate Past President (who shall be an ex-officio member of the Board).
Section 8.02. President. The President shall be elected by the Board from among the directors. He or she shall be the chief executive officer of the Corporation, serve as the chairperson of the Executive Committee, and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Corporation. He or she shall preside at all meetings of the Board, and shall have the general power and duties of management usually vested in the office of Chair of the Board of a nonprofit charitable organization, together with such other powers and duties as may be prescribed by the Board or the Bylaws. The President must provide a report to the membership concerning the Corporation’s activities at least once each calendar year at the Corporation's Annual Meeting at CSAC's Annual Conference.
Section 8.03. Vice President. The Vice Chair of the Board shall be elected by the Board from among the directors. In the absence or disability of the Chair of the Board, the Vice Chair of the Board shall perform all the duties of the Chair of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair of the Board. He or she shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws. It shall be the policy of this Corporation that the person appointed to serve as President be a director that has expressed a commitment to continue as an officer in the capacity of the President upon expiration of the incumbent President’s term of office or upon the Chair's earlier resignation or removal.
Section 8.04. Secretary/Parliamentarian. The Secretary/Parliamentarian shall keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings of directors, with the time and place of holding same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings and the proceedings thereof. The Secretary/Parliamentarian shall keep, or cause to be kept, appropriate current records showing the names and mailing addresses of any persons designated as “members” of the Corporation. He or she shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and he or she shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws. All procedural matters will be decided under Robert’s Rules of Order or the Sturgis Standard Code of Parliamentary Procedure.
Section 8.05. Treasurer. The Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The books and records shall at all reasonable times be open to inspection by any director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and to the directors whenever they request it, an account of all of his or her transactions as the Treasurer of the Corporation and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.
Section 8.06. Immediate Past President/Ex-Officio. The Immediate Past President of the Corporation remains on the Board of Directors as an ex-officio, voting officer.
Section 9.01. Dues. Each member must pay to this Corporation any annual dues proposed by the Corporation's Executive Committee and approved at the Corporation's Annual Meeting by a majority of the quorum of the Corporation as provided for in Article VII. All dues revenues must be placed in the Corporation's treasury. Dues are flat rate and are not pro-rated throughout the year. No dues or any part thereof are refunded upon termination of membership. A failure to pay any duly approved dues in a timely fashion makes an individual ineligible for membership.
Section 9.02. Other Revenue Raising Activities. The Corporation may engage in other activities which are approved or authorized by the membership and are consistent with CSAC policies, including but not limited to production of publications and seminars of interest to the Corporation membership. The Corporation may charge reasonable fees in connection with such activities; any amounts that exceed the costs of production related to these activities must be placed in the Corporation's treasury.
Section 9.03. Treasury. All funds received by the Corporation must be deposited in a federally insured institution within California in the name of the Corporation. Funds may be disbursed only upon approval by the Executive Committee. Funds may be disbursed only by check drawn upon this account, signed by any two (2) officers. The Board of Directors may delegate all or part of the authority to sign checks on the accounts of the Corporation.
Section 10.01. Inspection of Books and Records. In accordance with section 6334 of the California Corporations Code, every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Corporation and the physical properties owned by the Corporation. The right of inspection by a director includes the right to make extracts and copies of documents. If any record that is subject to inspection is not maintained in written form, a request for inspection is not complied with unless and until the Corporation at its expense makes such record available in written form. For purposes of this Section, “written” or “in writing” also includes any transmission or delivery of a document by electronic communications methods. An inspection under this Section may be made in person or by a director’s agent or attorney.
Section 10.02. Rules of Order. Subject to the provisions of CSAC’s Bylaws and the Corporation’s Bylaws, Robert’s Rules of Order shall apply at all corporation meetings.
Section 10.03. Amendment or Repeal of Bylaws. Except as otherwise expressly provided herein, these Bylaws may only be amended or repealed, and new Bylaws adopted by the affirmative vote or written ballot of a majority of all directors. At least fifteen (15) days prior to taking action on any proposed amendment of these Bylaws, a copy of the proposed amendment(s) shall be given to each director of the Corporation.
Section 10.04. Notice Requirements. Any notice or other document permitted or required to be delivered as provided herein shall be delivered either personally or by first class mail in accordance with the notice requirements of Section 5.05, above.
Section 10.05. Annual Statement of General Information. As and when required by California Corporations Code section 6210, the Corporation shall file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the President, Secretary and the Treasurer, the street address of its principal office in the State of California, together with a designation of the agent of the Corporation for the purpose of service of process.
Section 10.06. National Associations. The Corporation actively encourages and supports the formation and operation of national organizations as a way for members to meet with one another and promote the purpose of the Corporation as articulated in Article II of these Bylaws.
Section 10.07. Participation in CSAC Programs. Members of the Corporation are encouraged to participate in, and contribute their perspective to all CSAC activities and programs, including membership in any CSAC policy committees. Members should make their interests in participating in these activities and programs known to the Corporation President, who must make this interest known to the CSAC President.
Section 10.08. Indemnification of Corporate Agents.
(a) Indemnification, Generally. Any person who was or is a director, officer or employee of the Corporation (collectively “Agents”) may be indemnified by the Corporation for any claims, demands, causes of action, expenses or liabilities arising out of, or pertaining to, the Agent's service to or on behalf of the Corporation to the full extent permitted by California Corporations Code section 7237. Except as provided in subparagraph (b), below, any indemnification under this Section shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper under the circumstances because the Agent acted in good faith, in a manner the agent believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Indemnification of an Agent shall also require approval by a majority vote of a quorum of directors who are not parties to the proceeding in question or by the court ins which such proceeding is or was pending upon application made by the Corporation or the Agent.
(b) Right of Indemnification for Expenses if Successful on the Merits. To the extent that an Agent of the Corporation has been successful on the merits in defense of any proceeding of the kind described in Corporations Code section 7237, subparagraphs (b) or (c), or in defense of any claim, issue or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the proceeding.
(c) Corporation’s Authority to Advance Expenses. The Corporation shall be empowered to advance the expenses incurred by any Agent prior to final disposition of any proceeding of the kind described in Corporations Code section 7237, subparagraphs (b) or (c), upon receipt of an undertaking by or on behalf of the Agent to repay such amounts unless it is ultimately determined that the Agent is entitled to be indemnified.
(d) Right of Corporation to Procure Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the Agent's status as such whether or not the Corporation would have the power to indemnify the Agent against such liability under section 7237 of the Corporations Code.
Section 10.09. Nonpaid Directors; Alleged Failure to Discharge Duties; No Monetary Liability. Except as provided in California Corporations Code sections 5233 or 5237, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any nonpaid director, including any nonpaid director who is also a nonpaid officer, of this Corporation based upon any alleged failure to discharge the person's duties as director or officer if the duties are performed in a manner that meets all of the following criteria:
(a) The duties are performed in good faith.
(b) The duties are performed in a manner such director believes to be in the best interests of the Corporation.
(c) The duties are performed with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Section 10.10. Representation of Shares of Other Corporations. It is anticipated that the Corporation will be the holder of shares of stock in other corporations. All such stock held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed by the person authorized to do so by resolution of the Board of Directors or in the absence of such authorization, by the chair of the Board or by the Treasurer.
Section 10.11. Construction and Definitions. Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, and singular number includes the plural and the plural number includes the singular.
CERTIFICATE OF THE INCORPORATOR
The undersigned, Incorporator of the Corporation known as Latino Caucus of California Counties hereby certifies that the foregoing Bylaws, consisting of fifteen (15) pages, were duly adopted by action of the Incorporator of this Corporation, pursuant to Corporations Code section 7120 and that they now constitute the Bylaws of the Corporation.
LATINO CAUCUS OF CALIFORNIA COUNTIES, a California nonprofit mutual benefit corporation
Curtis C. Sproul, Incorporator
LATINO CAUCUS OF CALIFORNIA COUNTIES