ARTICLE I - NAME
Section 1.01
ARTICLE II - CORPORATE PURPOSES
Section 2.01: Corporate Status
Section 2.02: Corporate Offices
Section 2.03: Corporate Purposes.
Section 2.04: Limitations on Activities
ARTICLE III - MEMBERSHIP
Section 3.01: Qualifications
Section 3.02: Rights of Members
Section 3.03: Membership Classes
Section 3.04: Dues
Section 3.05: Annual Sponsors
Section 3.06: Honorary Members
Section 3.07: Members in Good Standing
Section 3.09: Termination of Membership
Section 3.10: Procedure for Suspension or Expulsion
Section 3.11: Transfer of Membership
ARTICLE IV - MEETINGS
Section 4.01: Place of Meetings
Section 4.02: Annual National Meeting
Section 4.03: Special Meetings
Section 4.04: Quorum; Majority Vote
Section 4.05: Notice
Section 4.06: Agenda
Section 4.07: Voting
ARTICLE V - BOARD OF GOVERNORS
Section 5.01: Charge
Section 5.02: Powers
Section 5.03: Duties of Governors; Liability
Section 5.04: Board Size
Section 5.05: Meetings
Section 5.06: Quorum; Majority Vote
Section 5.07: Election
Section 5.08: Vacancies
Section 5.09: Removal of Suspension
ARTICLE VI - OFFICERS
Section 6.01: Titles and Selection
Section 6.02: Duties and Powers
ARTICLE VII - COMMITTEES
Section 7.01: Executive Committee
Section 7.02: Standing Committees
Section 7.03: Other Committees
Section 7.04: Authority
ARTICLE VIII - PARLIAMENTARY PROCEDURE
Section 8.01
ARTICLE IX - AMENDMENTS
Section 9.01
ARTICLE X - INDEMNIFICATION
Section 10.01: Right of Indemnity
Section 10.02: Approval of Indemnity
Section 10.03: Insurance
ARTICLE XI - DISSOLUTION
Section 11.01
ARTICLE XII - RULES OF CONSTRUCTION
Section 12.01
ARTICLE XIII - INTERPRETATION
Section 13.01
AMENDED AND RESTATED
BYLAWS OF THE ARMENIAN BAR ASSOCIATION
A California Nonprofit Public Benefit
Corporation
ARTICLE I
NAME
Section 1.01. The name of this Association is
the Armenian Bar Association (hereinafter referred to as the
Association).
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ARTICLE II
CORPORATE PURPOSES
Section 2.01: Corporate Status . The
Association was incorporated on November 20, 1989 as a
California nonprofit public benefit corporation.
Section 2.02: Corporate Offices . The
principal office for the transaction of the activities and
affairs of the Association is located at Los Angeles,
California. The Board of Governors may change the principal
office from one location to another. The Board of Governors may
at any time establish branch or subordinate offices at any place
or places where the Association is qualified to conduct its
activities.
Section 2.03: Corporate Purposes. The
Association is organized exclusively for charitable and
educational purposes within the meaning of Section 501(c)(3) of
the Internal Revenue code, including, without limitation, (1)
providing free legal services to Armenian indigents and
charitable causes; (2) conducting public forums, lectures, and
debates at which matters of legal concern to the Armenian
community are addressed on a local, national, and international
level; (3) educating the Armenian community on its legal rights
and obligations through the sponsorship of seminars, lectures,
debates, and other programs; (3) promoting improvements in the
administration of justice and advancements in jurisprudence; and
(5) improving understanding, by means of education, among the
legal profession and the public.
Section 2.04: Limitations on Activities.
Consistent with its charitable and educational status, (1) the
Association shall not participate in or intervene in any
political campaign on behalf of or in opposition to any
candidate for public office; (2) no part of the Association's
net earnings shall inure to the benefit of officers, governors,
or other private persons, except that it is authorized and
empowered to pay reasonable compensation for services rendered
and otherwise make payments and distributions in furtherance of
its charitable and educational purposes; and (3) the Association
shall take only actions permitted an organization exempt from
taxation under Section 501(c)(3) of the Internal Revenue Code
and pertinent Income Tax Regulations, as amended and as they may
be amended.
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ARTICLE III
MEMBERSHIP
Section 3.01: Qualifications. Any person (i)
licensed and admitted to practice law and in good standing in
any jurisdiction, (ii) who has earned a degree in law from a
school of law, or (iii) is enrolled in or attending a school of
law, may become a member of the Association upon approval of the
Board of Governors. Any other person otherwise interested in
participating in the Association may, upon the approval of the
Board of Governors, become an auxiliary member of the
Association without the right to vote or to hold office.
Section 3.02: Rights of Members. Members shall
have the right to hold office and to vote, as set forth in these
bylaws, upon any matter properly before the Association's
membership, including, without limitation, the election of
governors, the disposition of all or substantially all of the
Association's assets, any merger and its principal terms and any
amendment of those terms, and any election to dissolve the
Association. In addition, the members shall have all rights
afforded members under the California Nonprofit Public Benefit
Corporation Law.
Section 3.03: Membership Classes. The Board of
Governors may create different classes of membership with
different rights and responsibilities.
Auxiliary Member (Republic of Armenia). Any
person who, other than the payment of dues, is qualified to be a
member of this Association and who is a resident of the Republic
of Armenia, may become an Auxiliary Member (Republic of Armenia)
upon payment of the amount of dues established by the Board of
Governors for an Auxiliary Member (Republic of Armenia). An
Auxiliary Member (Republic of Armenia) may participate in the
Association, but without the right to vote or hold office.
Section 3.04: Dues. Each member must pay,
within the time and on the conditions set by the Board of
Governors, the dues, fees, and assessments in amounts to be
fixed from time to time by the Board of Governors. The dues,
fees, and assessments shall be equal for all members of each
class, but the Board of Governors may, in its discretion, set
different dues, fees, and assessments for each class. The Board
of Governors also may assess reduced dues for law student
members of the Association or for others otherwise unable to
hold membership in the Association.
Section 3.05: Annual Sponsors. Any person may,
upon approval of the Board of Governors, become an annual
sponsor of the Association by paying a sum determined by the
Board of Governors. If said person also qualifies to be a member
of the Association, the sum paid for sponsorship shall be deemed
to include the person's membership dues.
Section 3.06: Honorary Members. Any person may
become an honorary member of the Association if he or she is
elected by a majority of the members voting at a duly convened
membership meeting or by a majority of the Board of Governors.
Honorary members shall not be required to pay dues nor shall
they have voting privileges.
Section 3.07: Members in Good Standing. Those
members who have paid the required dues, fees, and assessments
in accordance with these bylaws and who are not suspended shall
be members in good standing.
Section 3.08: Suspension. A member may be
suspended based on the good-faith determination by the Board of
Governors, or a committee or person authorized by the Board of
Governors to make the determination, that the member has failed
in a material and serious degree to observe the Association's
rules of conduct, or has engaged in conduct materially and
seriously prejudicial to the purposes and interests of the
Association. A person whose membership is suspended shall not be
a member during the period of suspension.
Section 3.09: Termination of Membership. A
membership shall terminate on occurrence of any of the following
events:
(1) Resignation of the member, on reasonable
notice to the Association;
(2) Expiration of the period of membership,
unless the membership is renewed on the renewal terms fixed by
the Board of Governors;
(3) Failure of the member to pay dues, fees,
or assessments as set by the Board of Governors within sixty
(60) days after they become due and payable;
(4) Occurrence of any event that renders the
member ineligible for membership, or failure to satisfy
membership qualifications; or
(5) Expulsion of the member under these bylaws
based on the good-faith determination by the Board of Governors,
or a committee or person authorized by the Board of Governors to
make the determination, that the member has failed in a material
and serious degree to observe the rules of conduct of the
Association, or has engaged in conduct materially and seriously
prejudicial to the purposes and interests of the Association.
Termination of Auxiliary Member (Republic of
Armenia). The Board of Governors may terminate the category of
auxiliary membership known as Auxiliary Member (Republic of
Armenia) upon majority vote of the Board of Governors, if the
Board of Governors finds that category of auxiliary membership
no longer to be in the best interests of the Association. Any
rights or responsibilities of the category of auxiliary
membership known as Auxiliary Member (Republic of Armenia) shall
terminate immediately upon termination of that category of
auxiliary membership.
Section 3.10: Procedure for Suspension or
Expulsion. If grounds appear to exist for suspension or
expulsion of a member under these bylaws, the procedure set
forth below shall be followed:
(1) The member shall be given fifteen (15)
days prior notice of the proposed suspension or expulsion and
the reasons for the proposed suspension or expulsion. Notice
shall be given by any method reasonably calculated to provide
actual notice.
(2) The member shall be given the opportunity
to be heard, either orally or in writing, at least five (5) days
before the effective date of the proposed suspension or
expulsion. The hearing shall be held, or the written statement
considered, by the Board of Governors or by a committee or
person authorized by the Board of Governors to determine whether
the suspension or expulsion should take place.
(3) The Board of Governors, the committee, or
the person shall decide whether or not the member should be
suspended, expelled, or sanctioned in some other way. The
decision of the Board of Governors, the committee, or the person
shall be final.
(4) Any action challenging a suspension,
expulsion, or termination of membership, including a claim
alleging defective notice, must be commenced within one year
after the date of suspension, expulsion, or termination.
Section 3.11: Transfer of Membership. No
membership or right arising from membership shall be
transferred. Unless otherwise provided in these bylaws, all
membership rights cease upon the member's death or dissolution,
as the case may be.
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ARTICLE IV
MEETINGS
Section 4.01: Place of Meetings. Meetings of
the members shall be held at any place within or outside
California designated by the Board of Governors or by the
written consent of all members entitled to vote at the meeting,
given before or after the meeting. In the absence of any
description, members' meetings shall be held at the
Association's principal office.
Section 4.02: Annual National Meeting. The
Annual National Meeting of the Association shall be held
annually at a time decided upon by the Board of Governors. The
Annual National Meeting shall set the policy of the Association
for the fiscal year, approve its annual budget, and nominate
honorary members. At this meeting, governors shall be elected
and any other proper business may be transacted, subject to
these bylaws.
Section 4.03: Special Meetings. A special
meeting of the members of the Association may be called by a
majority vote of the Board of Governors. A majority of the Board
of Governors may also call special regional meetings of members.
Section 4.04: Quorum; Majority Vote. Except as
otherwise provided in this section, a quorum for the Annual
National Meeting or for any special meeting shall consist of ten
percent of the membership of the Association. If there be no
quorum at the Annual National Meeting, then the Board of
Governors shall, within sixty (60) days of the scheduled Annual
National Meeting, call a special meeting of the membership of
the Association. The members of the Association who are present
at the subsequent special meeting called by the Board of
Governors shall constitute a quorum. When a quorum has been
established at a duly convened membership meeting, all actions
shall be by vote of a majority of those present unless otherwise
required by these bylaws or by law.
Section 4.05: Notice. A written forty-five
(45) day notice shall be given all members prior to the Annual
National Meeting. A written thirty (30) day notice shall be
given all members prior to any special meeting of the membership
of the Association.
Section 4.06: Agenda. Any member of the
Association may present any matter to the membership at the
Annual National Meeting for its consideration, except that (1) a
member should inform the Board of Governors of the nature and
length of his or her presentation at least thirty (30) days
prior to the Annual National Meeting, and (2) any proposed
amendment to these bylaws or the articles of incorporation of
the Association shall be presented in writing to the Board of
Governors at least thirty (30) days prior to the Annual National
Meeting so that written notice thereof can be given to all
members.
Section 4.07: Voting. Subject to the
provisions of the California Nonprofit Public Benefit
Corporation Law, members entitled to vote at any meeting of
members must be members in good standing for at least thirty
(30) days prior to any such meeting. Voting may be by voice or
ballot, except that any election of governors must be by ballot
if demanded by any member at the meeting before the voting
begins. Each member entitled to vote shall be entitled to cast
one vote on each matter submitted to a vote of the members.
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ARTICLE V
BOARD OF GOVERNORS
Section 5.01: Charge. The Board of Governors
(hereinafter referred to as the Board) shall be responsible to
the Association for carrying out the purposes and objectives of
the Association, controlling its business and assets, and
implementing the decisions of the Annual National Meeting or any
other duly convened meeting.
Section 5.02: Powers. Subject to the
provisions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, and
subject to any limitations of the articles of incorporation or
bylaws regarding actions that require approval of the members,
the Association's activities and affairs shall be managed, and
all corporate power shall be exercised, by or under the
discretion of the Board. The Board shall have the authority to
establish guidelines and directives for the operation of the
Association, including, without limitation, admission to and
termination of membership, location of Association offices, date
and location of meetings of the members, appointment and removal
of officers and agents, hiring, supervision and removal of an
executive director and other employees, appointment and removal
of committee chairpersons, adoption and use of a corporate seal,
and the right to borrow money and incur indebtedness on behalf
of the Association and to cause to be executed and delivered for
the Association's purposes, in the corporate name, all evidences
of debt and securities, and for any other purpose not
inconsistent with these bylaws.
Section 5.03: Duties of Governors; Liability.
Each governor shall perform the duties of a governor, including
duties as a member of any committee of the Board upon which the
governor may serve in good faith, in a manner the governor
believes to be in the best interests of the Association and with
the care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use in similar circumstances. In
performing the duties of a governor, a governor shall be
entitled to rely on information, opinions, reports or
statements, including financial statements and other financial
data, prepared and presented by (1) one or more officers or
employees of the Association whom the governor believes to be
reliable and competent in the matters presented, (2) counsel,
independent accountants or other persons as to matters which the
governor believes to be within these persons' professional or
expert competence, or (3) a committee of the Board upon which
the governor does not serve, as to matters within its designated
authority, which committee the governor believes in good faith
to merit confidence. A person who performs the duties of a
governor in accordance with this section shall have no liability
based upon any alleged failure to discharge that person's
obligations as a governor.
Section 5.04: Board Size. There shall be no
less than five (5) nor more than fifteen (15) governors, as the
Annual National Meeting may determine from time to time.
Section 5.05: Meetings. The meetings of the
Board shall be held at any place within or outside California
that has been designated by resolution of the Board or in the
notice of the meeting or, if not designated, then at the
principal office of the Association. Any meeting may be held by
telephone conference or similar communication equipment, as long
as the governors participating in the meeting can hear each
other. All governors participating in the meeting by telephone
shall be deemed to be present in person at the meeting. There
shall be at least two (2) meetings annually of the Board.
Immediately after each Annual National Meeting, the Board shall
hold a meeting for purposes of organization, election of
officers, and transaction of other business. Notice of this
meeting is not required. Additional Board meeting may be called
by the Chairman of the Board or by written petition of one-third
of the governors at such times and places as the Chairman or
petitioners, respectively, determine. All governors shall
receive fifteen (15) days written notice of each such meeting.
Section 5.06: Quorum; Majority Vote. A
majority of the total actual membership of the Board shall
constitute a quorum. When a quorum is present at a duly called
Board meeting, all actions shall be by vote of a majority of
those present unless otherwise required by these bylaws or by
law.
Section 5.07: Election. Commencing at the 1992
Annual Meeting of the Association, Governors shall be elected
for three (3) year terms and shall hold office until their
successors are elected and qualified, provided however, that of
the Governors elected at the 1992 Annual Meeting, one-third of
the Governors shall serve for a one (1) year term, one-third of
the Governors shall serve for a two (2) year term and one-third
of the Governors shall serve for a three (3) year term.
Commencing with the 1993 Annual Meeting, all Governors shall be
elected to three (3) year terms. They shall be elected as
follows: The Board shall appoint a nominations committee to
select qualified candidates for election to the Board at least
ninety (90) days before the date of any election of governors.
The nominating committee shall make its report at least sixty
(60) days before the date of election, or at another time as the
Board may set. The Board shall forward to each member, together
with the notice of meeting required by these bylaws, a list of
all candidates nominated by committee. At the Annual National
Meeting or at any other meeting of members to elect governors,
any member present at the meeting may place names in nomination.
The Board shall formulate procedures that allow a reasonable
opportunity for a nominee to communicate to members the
nominee's qualifications and the reasons for the nominee's
candidacy, a reasonable opportunity for the nominee to solicit
votes, and a reasonable opportunity for all members to choose
among the nominees. Governors may be reelected to fill one or
more additional terms. The retiring chairman of the Board shall
serve as ex-officio member of the Board until his or her
successor completes his or her term of office.
Section 5.08: Vacancies. In case of a vacancy,
the Board shall have the authority to elect a governor to
complete the unexpired term of office. Election of each such
governor shall be by the affirmative vote of a majority of the
Board's total membership irrespective of quorum.
Section 5.09: Removal of Suspension. A
governor may be removed or suspended, with or without cause, by
the vote of a majority of the total membership of the Board
irrespective of quorum.
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ARTICLE VI
OFFICERS
Section 6.01: Titles and Selection. Within ten
(10) days after the Annual National Meeting, the newly elected
Board shall meet and select from its members a Chairman, Vice
Chairman, Secretary, Treasurer, and such other officers as the
Annual National Meeting or the Board may from time to time
authorize. Election of each such Officer shall be by the
affirmative vote of a majority of the Board's total membership
irrespective of quorum. No person shall hold more than one
office at the same time.
Section 6.02: Duties and Powers. Officers
shall have such duties and powers as normally are associated
with their titles, except as the Board otherwise may provide.
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ARTICLE VII
COMMITTEES
Section 7.01: Executive Committee. If an
Executive Committee is needed to exercise some or all of the
powers of the Board between Board meetings (except powers
specifically reserved to the Board by law or delegated to the
Board by these bylaws), the Board, by vote of a majority of its
total membership irrespective of quorum, may appoint not less
than three governors to constitute the Executive Committee and
define its powers and responsibilities. In the absence of a
limiting Board resolution, between Board meetings, the Executive
Committee shall exercise all of the Board's authority permitted
by law.
Section 7.02: Standing Committees. The Board
shall appoint the chairpersons of the Association's standing
committees, including, without limitation, the Nominations
Committee, the Student Relations Committee, the Pro Bono
Committee, the Continuing Legal Education Committee, the
Armenian Rights Watch Committee, and the Association Newsletter
Board. Any member of the Association may join any committee.
Section 7.03: Other Committees. The Board may
from time to time establish one or more other committees, which
shall have at least three members and serve at the Board's
pleasure. Except for committees authorized to act on behalf of
the Board, committee members need not be governors.
Section 7.04: Authority. All committees are
subject to the authority of the Board.
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ARTICLE VIII
PARLIAMENTARY PROCEDURE
Section 8.01. Robert's Rules of Order shall
govern the proceedings and order of business at all meetings of
the Association.
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ARTICLE IX
AMENDMENTS
Section 9.01. The bylaws of the Association
may be amended or repealed, in whole or in part, by a two-thirds
vote of those members present at the Annual National Meeting or
a special meeting of the membership, provided that the
requirements of Section 4.04 have been fully satisfied. In order
to be considered by the Association membership, proposed
amendments must be submitted in writing to the Board at least
thirty (30) days prior to the Annual National Meeting or to any
special meeting called for that purpose. The Board shall give
all members written notice of the proposed amendments fifteen
(15) days prior to the date on which they are to be discussed
and voted upon.
Subject to the rights of members under this
section and the limitations set forth below, the Board may
adopt, amend, or repeal bylaws unless the action would
materially adversely affect the members' rights as to voting or
transfer. The Board may not, without the approval of the
members, specify or change any bylaw provision that would fix or
change the authorized, minimum, or maximum number of governors.
If any provision of these bylaws requires the vote of a larger
proportion of the Board or of the members than is otherwise
required by law, that provision may not be altered, amended, or
repealed except by the vote of that greater proportion. No
amendment, whether by the Board or by the members, may extend
the term of a governor beyond that for which the governor was
elected.
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ARTICLE X
INDEMNIFICATION
Section 10.01: Right of Indemnity. To the
fullest extent permitted by law, this Association shall
indemnify its governors, officers, employees, and other persons
described in Section 5238(a) of the California Corporations
Code, including persons formerly occupying any of the positions,
against all expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred by them in connection
with any "proceeding," as that term is used in that section, and
including an action by or in the right of the Association, by
reason of the fact that the person is or was a person described
in that section. "Expenses," as used in this bylaw, shall have
the same meaning as in Section 5238(a) of the California
Corporations Code.
Section 10.02: Approval of Indemnity. On
written request to the Board by any person seeking
indemnification under Section 5238(b) or Section 5238(c) of the
California Corporations Code, the Board shall promptly determine
under Section 5238(e) of the California Corporations Code
whether the applicable standard of conduct set forth in Section
5238(b) or Section 5238(c) has been met and, if so, the Board
shall authorize indemnification. If the Board cannot authorize
indemnification because the number of governors who are parties
to the proceeding with respect to which indemnification is
sought prevents the formation of a quorum of governors who are
not parties to that proceeding, the Board shall promptly call a
meeting of the members. At that meeting, the members shall
determine under Section 5238(e) of the California Corporations
Code whether the applicable standard of conduct set forth in
Section 5238(b) or Section 5238(c) has been met and, if so, the
members present at the meeting shall authorize indemnification.
Section 10.03: Insurance. The Association
shall have the right to purchase and maintain insurance to the
full extent permitted by law on behalf of its officers,
governors, employees, and other agents, against any liability
asserted against or incurred by any officer, governor, employee,
or agent in his or her official capacity or arising out of the
officer's, governor's, employee's, or agent's official status.
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ARTICLE XI
DISSOLUTION
Section 11.01. Upon the Association's
dissolution or termination, the Board, after paying or making
provision for payment of all liabilities, shall dispose of the
Association's assets in such a manner, or to such organizations
described in Section 501(c)(3) of the Internal Revenue Code as
amended or as it may be amended, as the Board determines to be
consistent with the Association's purposes and with applicable
provisions of the law.
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ARTICLE XII
RULES OF CONSTRUCTION
Section 12.01. Unless the context requires
otherwise, the general provisions, rules of construction, and
definitions in the California Nonprofit Public Benefit
Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of the preceding sentence, the
masculine gender includes the feminine and neuter, the singular
includes the plural, the plural includes the singular, and the
term "person" includes both a legal entity and a natural person.
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ARTICLE XIII
INTERPRETATION
Section 13.01. Any ambiguity in these bylaws
or any questions requiring interpretation of these bylaws shall
be resolved by a majority vote of the Board.
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