Bylaws

ARTICLE I: NAME AND PURPOSE

Section 1. Name. The name of this corporation shall be CONNECTICUT HISPANIC BAR ASSOCIATION, INC. (the “Association”). The Association is a nonprofit, non-stock corporation formed under the Non-stock Corporation Act of the State of Connecticut.

Section 2. Purpose. The purpose of the Association shall be to serve the public interest by cultivating the science of jurisprudence, promoting reform in the law, facilitating the administration of justice, fostering respect of the law among Hispanics, advancing the standing of the legal profession, preserving high standards of integrity, honor and professional courtesy among Hispanic lawyers, establishing a close relationship among Hispanic lawyers, providing career guidance and mentorship to area law students, and cooperating with other Hispanic bar associations, other legal organizations and other Hispanic organizations, locally, nationally and internationally, in furtherance of the aforementioned purposes. The Association also may conduct such other affairs and promote such other purposes which may be lawfully carried on by a Connecticut non-stock corporation.

Section 3. 501(c)(6) status. The Association shall take no action which would result in the loss of its eligibility for tax exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

ARTICLE II: MEMBERSHIP

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

Section 2. Classes. There shall be four classes of Members:
(a) Regular Members.  Any person who is a member in good standing in the Bar of the State of Connecticut or any person admitted as Authorized House Counsel as defined by the Connecticut Bar Examining Committee shall be eligible for Regular Membership in the Association upon timely payment of the dues prescribed by the Board of Directors.
(b) Associate Members. The following persons are eligible to be Associate Members:
(i) a person who is regularly enrolled in a law school as a candidate for the first professional law degree and who has not been admitted to practice law before any state or federal court or who has graduated from a law school and resides in the State of Connecticut; Associate Members who are law students collectively shall constitute a separate division of the Association known as the “Law Student Division,” subject in all respects to these Bylaws; the President of the Board of Directors shall appoint a President of the Law Student Division. The Associate Members shall not have the right to vote on matters pertaining to the Association or hold office except for the position on the Board of Directors to be held by the Law Student Division President;
(ii) a legal assistant qualified through education, training or work experience, who is not admitted to practice law before any state or federal court, and who is employed or retained in Connecticut, by a lawyer, law office, corporate law department, governmental agency or other entity engaged in the practice of law, in a capacity or function that involves the performance, under the ultimate direction and supervision of an attorney, of specifically-delegated substantive legal related work; Associate Members who are legal assistants collectively shall constitute a separate division of the Association known as the “Legal Assistant Division,” subject in all respects to these Bylaws; the President of the Board of Directors shall appoint a President of the Legal Assistant Division; and
(iii) a person who has a professional degree, or not less than two (2) years experience, in the field of legal administration, who is not admitted to practice law before any state or federal court, and who is employed or retained in Connecticut, by a lawyer, law office, corporate law department, governmental agency or other entity engaged in the practice of law, to exercise management responsibilities under the ultimate direction and supervision of an attorney.
(c) Adjunct Members. Any person who is a member in good standing of the Bar of any jurisdiction and who does not qualify for Regular Membership in the Association may become an adjunct member of the Association. Any Regular Member of the Association who ceases to have an office for the practice of law, who ceases to be a principal of a law firm that maintains one or more offices for the practice of law or who no longer is regularly employed as an attorney in the State of Connecticut, shall become an Adjunct Member of the Association for the fiscal year immediately following the fiscal year in which such member ceases to so have an office or be so employed. An Adjunct Member shall have all the rights and privileges of a Regular Member of the Association, except that an Adjunct Member may not serve as an officer of the Association and shall not be entitled to vote at any meeting of the Association or in any referendum of or any election by the Membership of the Association.
(d) Special Membership. The Board of Directors may establish special classes of membership from time to time that entitle the Members of such classes to the benefits specified in the Board resolution or resolutions which create each such class, including without limitation the creation of lifetime membership in the Association.

Section 3. Application for Membership.  Application for membership in the Association shall be in such form and manner as prescribed, from time to time, by the Board of Directors and shall be accompanied by the full amount of the dues prescribed by the Board of Directors.

Section 4. Dues. The Board of Directors shall have the power to fix the amount of dues paid by Members and to establish classifications for such purposes. The Board of Directors shall fix the amount of dues and establish classifications at the Annual Meeting the year before the change takes effect. If the Board of Directors shall fail to do so, the schedule of dues and classifications in effect during the preceding year shall remain in effect. The Treasurer shall strike from the membership roll the name of any member whose dues for any fiscal year have not been paid by the Annual Meeting of that year after given notice; provided that the payment by a member of all dues after the Annual Meeting shall result in the immediate reinstatement of such member for that year and shall certify to the Board of Directors a list of all names so stricken from the membership roll. Members who have not paid their dues by the Annual Meeting of any year shall not be in good standing.

Section 5. Forfeiture Upon Disbarment or Suspension.  Disbarment where there is no further right to appeal or suspension of a member from the practice of law for a period of over 12 months from any court shall result in a forfeiture of membership. A member whose membership has been forfeited by reason of such disbarment or suspension may be reinstated only if (a) such member is a member in good standing in the Bar of the State of Connecticut, (b) such member is otherwise eligible for membership under the provisions of these Bylaws and (c) the Board of Directors has authorized such reinstatement.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Board Composition. The Board of Directors shall be comprised of the Officers of the Association, the Legal Assistant Division President and the Law Student Division President. Up to fifteen (15) additional Members-at-Large may be elected to the Board by the Regular Members.

Section 2. Powers. The affairs of the Association shall be managed by its Board of Directors, which may exercise all powers and do all things not required by these Bylaws to be done by the Membership, including but not limited to determining matters of policy, conducting all activities of the Association and interpreting these Bylaws.

Section 3. Terms of Office. Directors shall take and hold office for a term of two (2) years commencing on the date on which such persons are elected. Officers shall take and hold office for a term of one (1) year commencing on the date on which such persons are elected.

Section 4. Meetings. Regular meetings of the Board of Directors shall be held no less than four (4) times a year or at such time and place as the President shall direct by written notice of at least ten (10) days to Board members. Special meetings of the Board of Directors may be called by the President upon written notice of at least seven (7) days to Board members, or by any three (3) Board members upon written notice of at least seven (7) days to the President and other Board members, and may be held at such time and place as stated in the notice thereof. The President shall be notified within seven (7) days of all matters that require a Board vote so that such matters may be placed on the agenda. Each member of the Board of Directors shall be entitled to one (1) vote. Five (5) Board members shall constitute a quorum for the transaction of business. The affirmative vote by a majority of those Board members present at a duly convened meeting at which a quorum is present at the time of the act shall constitute an act of the Board of Directors.

Section 5. Attendance at Board Meetings. It is the duty of each Board member to attend the regular and special meetings of the Board of Directors. If a Board member misses more than 3 consecutive meetings without being excused by the President and/or Secretary of the Board, then such Board member will be asked to voluntarily resign from the Board. The President will have final discretion as to the removal of this Board member from the Board of Directors.

Section 6. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a majority of the Board gives written consent to such action by signature or via electronic signature prior to, or concurrently with or following such action and such written consent is filed with the minutes of the next Board meeting. For the avoidance of doubt, communication by email is sufficient.

Section 7. Meetings by Telephone. The Board of Directors may conduct meetings by conference telephone or similar communications equipment that enables all directors participating in the meeting to hear each other at the same time so long as Board members are duly notified of such meetings in the manner prescribed by these Bylaws. Participation in a Board meeting by such means shall constitute presence in person at such meeting.

Section 8. Amicus Brief. Pursuant to Section 2 of this Article III, the Board of Directors has the power to determine whether the Association will participate as a signatory to an amicus brief. The Association may not become a signatory to any amicus brief unless two-thirds of all of the Officers and Members-at-Large of the Board of Directors, as defined in Section 1 of Article V and in Section 1 of this Article III, affirmatively vote in favor of the motion to become a signatory. An abstention shall be counted as a vote neither in favor nor against the motion. Therefore, in order for the Association to become a signatory to an amicus brief, two-thirds of all votes must be affirmative votes.

ARTICLE IV: DUTIES OF BOARD OF DIRECTORS

Section 1. President. The President shall be the chief executive officer of the Association, shall preside over all meetings of the Association and all meetings of the Board of Directors, and shall perform all duties ordinarily incident to the office and consistent with these Bylaws. The President shall have the authority to spend up to $100.00 for discretionary expenses related to CHBA business without the need for Board approval. The President shall have the authority to spend up to $300.00 for CHBA related activities with the approval of four (4) of the six (6) CHBA Officers. Electronic signatures will be sufficient. Any expenses incurred by the President must be reported in the minutes of the next Board meeting.

Section 2. President-Elect. The President-Elect shall perform such duties as are delegated by the President and shall succeed to the office of the President in the event of death, inability to serve, or resignation of the President. The President-Elect shall preside at meetings in the event of the absence of the President, and shall automatically succeed to the office of the President at the end of the President’s term and shall hold such office for the term prescribed in Section 3 of Article III.

Section 3. Vice President. The Vice President shall perform such duties as are delegated by the President, and shall preside at Association meetings in the absence of the President and the President-Elect.

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

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

Section 6. Director of Communications. The Director of Communications shall be responsible for developing and overseeing all communications to our CHBA members. The Director will also develop and present ideas to the Board of Directors for improving communications with our members.

Section 7. Legal Assistant Division President. The duly elected President of the Connecticut Hispanic Bar Association Legal Assistant Division shall be a fully participating, non-voting member of the Board of Directors, shall be jointly responsible with the Board of Directors, and shall report to the Board of Directors on all matters.

Section 8. Law Student Division President. The duly elected President of the Connecticut Hispanic Bar Association Law Student Division shall be a fully participating, non-voting member of the Board of Directors, shall be jointly responsible with the Board of Directors, and shall report to the Board of Directors on all matters.

Section 9. Immediate Past President. The President shall automatically succeed to the office Immediate Past President at the end of his or her term and shall hold such office for the term prescribed in Section 3, of Article III. The Immediate Past President shall perform such duties as are delegated by the President.

ARTICLE V: ELECTION OF OFFICERS

Section 1. Officers. The Officers of the Association shall be the President, President-Elect, Vice President, Secretary, Treasurer, Director of Communications, and Immediate Past President.

Section 2. Nominations. A Nominating Committee appointed by the Board of Directors shall nominate at least one (1) Regular Member of the Association for each elected position on the Board of Directors. Other nominations may be made by Regular Members in good standing on or before the Annual Meeting.

Section 3. Notice of Elections. The membership of the Association shall receive written notice of the meeting and the places in which elections will be held at least thirty (30) days prior to the annual meeting.

Section 4. Elections. At the Annual Meeting, all Regular Members in good standing and present at the meeting shall vote. Election procedures not provided for in these Bylaws shall be adopted by resolution of the Board of Directors from time to time.

Section 5. Voting. All Officers shall be elected to their positions by receiving the largest number of votes of the membership at an Annual Meeting of the Members. Each Regular Member may vote for one (1) nominee for each office. In the event of a tie vote, a second election shall be held forthwith between the nominees receiving the tie vote.

Section 6. Vacancies. If any office, other than President or immediate Past President becomes vacant for any reason, the President shall appoint a successor from among the membership. If the office of the President becomes vacant for any reason, the President-Elect automatically shall become acting President for the remainder of the departed President’s term. A vacancy in the office of the President-Elect shall not be filled.

ARTICLE VI: MEETINGS OF THE MEMBERSHIP

Section 1. Annual Meetings. The Annual Meeting of the membership of the Association shall be held at such time and place as the President, or a majority of the Board of Directors, shall direct by written notice of at least thirty (30) days to the membership.

Section 2. Special Meetings. Special meetings of the membership of the Association may be held at such time and place as the President, or a majority of the Board of Directors, shall direct by written notice of at least ten (10) days to the membership. Within five (5) days of the written request of the Regular Members having not less than ten votes entitled to be cast at a special meeting, the President shall call a special meeting for the purposes specified in such request and shall cause ten (10) days written notice of such meeting to be given to the Members. If the President fails to call a special meeting within such five (5) day period, the members making the applicable request may call such meeting.

Section 3. Quorum. At all meetings of the membership of the Association, the Regular Members eligible to vote who are present in person or by proxy shall constitute a quorum, provided there are at least five (5) Board members present, for the transaction of business, provided that any Regular Members present by proxy shall only be counted towards a quorum for the matters specifically set forth in such proxy.

Section 4. Voting. Except as otherwise provided by the By-laws, voting at each meeting of the Membership of the Association shall be by a majority vote of the Regular Members eligible to vote who are present at such meeting either in person or by proxy, provided that any proxy shall only be valid with respect to the specific matters set forth therein, and provided further that no general proxy, including without limitation a proxy with respect to all matters presented at any one or more meetings of the Regular Members, shall be valid. Election procedures not provided for in these Bylaws shall be adopted by resolution of the Board of Directors from time to time.

Section 5. Attendance of Officers. It is the duty of each Officer to attend the regular and special meetings of the membership of the Association.

ARTICLE VII: COMMITTEES

Section 1. Committees. The Board of Directors shall appoint or designate such committees or sections as it deems necessary to carry out the purposes of the Association or to assist the Board of Directors in the orderly management of the affairs of the Association. Each such committee or section shall have and may exercise such authority of the Board of Directors as shall be provided in any applicable Board resolutions.

Section 2. Appointments to Committees. The Board of Directors shall appoint the members of all committees and shall designate the chairperson of each committee.

ARTICLE VIII: RULES OF PROCEDURE

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

ARTICLE IX: AMENDMENT

Amendments to these Bylaws shall be approved by the affirmative vote of two-thirds (2/3) of the Regular Members present in person or by proxy at any annual meeting of the Regular Members or any special meeting of the Regular Members called for such purpose, provided that:
(a) any proxy shall only be valid with respect to the specific matters set forth therein;
(b) no general proxy, including without limitation a proxy with respect to all matters presented at any one or more meetings of the Regular Members, shall be valid;
(c) no amendment to those Bylaws shall be considered at any meeting of the Regular Members unless a copy of the proposed amendment shall have been sent to and approved by the Board of Directors; and
(d) notice of the intention to offer such amendment shall have been included in the notice of such meeting sent to the Regular Members.

ARTICLE X: INDEMNIFICATION

The Association shall indemnify Members, Directors, Officers, and agents and all eligible outside parties to the maximum extent permitted by applicable law

As amended on April 12, 2014