California Latino Capitol Association Foundation By-laws  

1017 L Street PMB #478 443 

Sacramento, CA. 95814-3805  

LAST AMENDED by the Executive Board on January 9th, 2025 

ADOPTED by the Executive Board and majority of members on ________. 

_________________________________________________________________________________________  

ARTICLE I - NAME AND PURPOSE  

Section 1 - Name. The name of this corporation is the California Latino Capitol Association  Foundation (“CLCAF”) and shall hereafter be referred interchangeably as “CLCAF” or “the  Foundation.”  

Section 2 - Principal Office. The principal office for the transaction of the activities and affairs  of this corporation is located at 1017 L ST PMB #478 443, Sacramento, CA. 95814. The  Executive Board may change the location of the principal office. Any such change of location  shall be noted by the Secretary on these by-laws opposite this Section; alternatively, this  Section may be amended to state the new location. The Executive Board may at any time  establish a branch or subordinate offices at any place or places where this corporation is  qualified to conduct its activities.  

Section 3 - Registered Agent. The named Registered Agent for the Corporation is Wilke  Fleury whose business location is 400 Capitol Mall, Sacramento, CA 95814. The Executive  Board may change registered agents. Any such change of registered agent shall be noted  by the Secretary on these by-laws opposite this Section; alternatively, this Section may be  amended to state the new registered agent.  

Section 4 - Not for Private Gain. This corporation is a 501(c)(3) Nonprofit Public Benefit  corporation and is not organized for the private gain of any person. It is organized under the  Nonprofit Public Benefit Corporation Law for public and charitable purposes.  

Section 5 - Purposes. The purposes of this corporation are:  

(a) Encouraging civic engagement;  

(b) Educating the general public about lawmaking and the legislative process;  (c) Promoting, and supporting and educating the public about Latino culture, heritage,  and issues of importance to Latinos and Latinas in California Latino culture in  California;  

(d) Increasing the participation of Latinos and Latinas in California society and legislative  processes;

(e) Expanding community outreach and professional development for the  Latino community in and around the Capitol Educating the public about Latino  culture and heritage and issues of importance to Latinos and Latinas in California;  and  

(f) Such other charitable purposes as permissible under law and in accordance with  the organizational mission. 

ARTICLE II - MEMBERSHIP  

Section 1 - Eligibility for membership: Any person interested in supporting the CLCAF  and its purposes is eligible for Foundation membership.  

Section 2 - Annual dues: The Executive Board shall set the appropriate membership dues  subject to the approval of two thirds (2/3) of the Executive Board prior to the next general  meeting. Dues shall be reviewed annually by the By-laws Committee and presented to  the Executive Board for approval. Membership begins on January 1st and ends on  December 31st. Members who join in December of the previous year are entitled to  membership through the upcoming calendar year. Nothing in this section shall prohibit the  current Executive Board from setting, reviewing or adjusting the membership dues for the  Foundation.  

Section 3 - Rights of members: A person shall be considered a member of CLCAF and in  good standing if they have paid membership dues and have completed the membership  form. Every member in good standing shall be eligible to attend CLCAF events, participate in CLCAF programming, be eligible to vote in Foundation elections, and be eligible to be  nominated for an Executive Board seat in Foundation elections. All members shall adhere  to the code of conduct. 

Section 4 – Criteria for membership: A person shall be considered a member of  CLCAF and in good standing if they have paid membership dues and have  completed the membership form. Non-voting membership: The Executive Board shall  have the opportunity to establish and define non-voting categories of memberships.  

ARTICLE III – MEETINGS AND PROCEDURES OF MEMBERS 

Section 1 - Executive Board meetings: Executive Board meetings of the members shall be  held monthly, at minimum, or be held as deemed necessary by the Co-Chairs or a  majority of the Executive Board.  

Section 2 - General Membership meetings: A general membership meeting of the members  shall take place in the month of January, the specific date, time and location of which shall will be designated by the Elections Committee Co-Chairs. At the first general membership  meeting the members shall elect Co-Chairs and officers to the Executive Board, receive 

reports on the activities of the CLCAF, a report of the CLCAF’s financial standing, and  determine the direction of the CLCAF for the coming year. An electronic notice of date, time  and location shall be given to each member, no less than 2 weeks prior to the meeting.  

Section 3 - Special meetings: Special meetings may be called by the Co-Chairs or a simple  majority of the Executive Board.  

Section 4 - Notice of Executive Board and special meetings: The Executive Board shall  meet at least monthly, at an agreed upon time and location. An official Executive  Board meeting requires that each Executive Board member have written notice at  least twenty four (24) hours in advance. Notice of the time and place of meetings shall  be given to each Executive Board member. The notice need not specify the purpose  of the meeting. Electronic notice of each meeting shall be given to each member, to their  address as it appears in the membership roll book, no less than seventy-two (72) hours prior  to the meeting.  

Section 5 - Notice of special meetings: Electronic notice of each meeting shall be given to  each member, to their address as it appears in the membership roll book, no less than  twenty-four (24) hours prior to the meeting.  

Section 5 - Quorum: A majority of the Executive Board shall constitute a quorum for all  meetings noticed as prescribed by these By-Laws. A quorum is necessary for  business transactions to take place and motions to pass. 

Section 6 - Voting: All issues to be voted on shall be decided by a simple majority of all  Executive Board members unless otherwise stated in the by-laws. 

Section 7 - Adjournment: A majority of the Executive Board members present,  whether or not a quorum is present, may adjourn any meeting to another time  and place

Section 8 - Action without a meeting: Any action that the Executive Board is  required or permitted to take may be taken without a meeting if at least 2 hours  is available for all Executive Board members to vote. The 2 hour requirement may  be waived if two-thirds of the Executive Board members consent and approve the  item in question. When an action is not needed within a 24 hour time period, the  Executive Board shall be provided 24 hours to vote. Electronic mail is a valid form  for an Executive Board member to consent in writing. Such action by written  consent shall have the same force and effect as any other validity approved  action of the Executive Board. All such actions shall be sent to Secretary to be  recorded with the minutes of the proceedings of the Executive Board. 

ARTICLE IV - ORDER OF BUSINESS  

1. Roll Call  

2. Voting Reading of the previous meeting Minutes of the preceding meeting3. Reports of Committees.  

3. Reports of Officers, Committees, and Subcommittees.  

4. Old and New Unfinished Business.  

6. New Business.  

5. Adjournment.  

ARTICLE V - EXECUTIVE BOARD  

Section 1 - Executive Board role, size, and compensation: The Executive Board is  responsible for the overall policy and direction of the Foundation and delegation of  responsibility to committees. The Executive Board shall consist of ten (10) twelve (12) members, which includes the appointed Senior Advisor & Legal Counsel (ex-officio). The  Executive Board receives no compensation other than reasonable expenses, upon approval  of a majority of the Executive Board. The Executive Board may establish, by majority  vote, approved policies not included in these by-laws that shall help guide and direct  Executive Board actions including the use of the CLCAF name and branding

The Executive Board Members shall, within 30 days of being elected, be required to  complete a mandatory anti-harassment training from a reliable source, as determined by the Co-Chairs, as a proactive measure to foster a safe and respectful environment within the  organization. The anti-harassment training shall be conducted by a reliable and recognized  training provider with expertise in workplace harassment prevention. The organization shall  maintain a list of approved training providers, which shall be periodically reviewed and  updated as necessary. The organization shall maintain records documenting each board  member's completion of the anti-harassment training. These records shall be kept  confidential and stored securely by the Secretary. Failure to complete the required anti 

harassment training within the specified timeframe may result in disciplinary action,  including but not limited to a suspension from board duties until the training is completed.  The Operations Committee organization shall periodically review the effectiveness of this  training by-law and make amendments as necessary.  

The Executive Board, at their annual retreat the first official Executive Board meeting after  their election, shall establish a budget for the maximum amount of spending the Foundation  shall will engage in for that calendar year. The budget shall be approved by a majority of the  Executive Board and shall not exceed the sum total of the previous year’s fundraising total.  The Treasurer shall provide the Executive Board with the fundraising total from the previous  calendar year. The Executive Board may raise the budget spending limit if approved by a 

(2/3) majority of the Board. Executive Board members shall respect the confidentiality of  sensitive information shared within the organization. Unauthorized disclosure of  confidential information may result in disciplinary action. Board members shall act in the  best interests of the organization and avoid conflicts of interest.  

Section 2 - Terms: All Executive Board members shall serve one-year terms (until  successors are elected in January), but are eligible for re-election.  

Section 3 - Meetings and notice: The Executive Board shall meet at least four (4) times per  year, at an agreed upon time and location. An official Executive Board meeting requires that  each Executive Board member have written notice at least seventy two (72) hours in  advance. Notice of the time and place of meetings shall be given to each Executive Board  member by:  

(a) Personal delivery of written notice; or  

(b) First-class mail, postage prepaid; or  

(c) Telephone, including a voice messaging system or other system or technology  designed to record and communicate messages, either directly to the Executive  Board member or to a person at the Executive Board member’s office who would  reasonably be expected to communicate that notice  

promptly to the Executive Board member; or  

(d) Electronic mail; or  

(e) Other electronic means.  

All such notices shall be given or sent to the Executive Board member’s address or  telephone number as shown on the corporation’s records.  

Notices given by First-class mail, personal delivery, telephone, or electronic mail shall  be delivered, telephoned, or sent, respectively, at least 48 hours before the meeting. The notice shall state the time of the meeting and the location, if the location is other than  the corporation’s principal office. The notice need not specify the purpose of the meeting.  Notwithstanding the foregoing, notice of a meeting need not be given to any Executive  Board member who either before or after the meeting, signs a waiver of notice, a written  consent to the holding of the meeting, or an approval of the minutes of the meeting. The  waiver of notice or consent need not specify the purpose of the meeting. All such waivers,  consents, and approvals shall be filed with the corporate records or made a part of the  minutes of the meetings. Notice of a meeting need not be given to any Executive Board  member who attends the meeting and who, before or at the beginning of the meeting,  does not protest the lack of notice to him or her.  

Section 4 - Adjournment: A majority of the Executive Board members present, whether or  not a quorum is present, may adjourn any meeting to another time and place.  

Section 5 - Notice of Adjourned Meeting: Notice of the time and place of holding an 

adjourned meeting need not be given unless the original meeting is adjourned for more  than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any  adjournment to another time and place shall be given, before the time or the adjourned  meeting, to the Executive Board members who were not present at the time of the  adjournment.  

Section 6 - Action without a meeting: Any action that the Executive Board is required or  permitted to take may be taken without a meeting if at least 2 hours is available for all  Executive Board members to vote and two-thirds of the Executive Board members  consent in writing to the action. The 2 hour requirement may be waived if all Executive  Board members consent and approve the item in question. When an action is not needed  within a 24 hour time period, the Executive Board shall be provided 24 hours to vote.  Electronic mail is a valid form for an Executive Board member to consent in writing. Such  action by written consent shall have the same force and effect as any other validity  approved action of the Executive Board. All such consents shall be filled with the minutes  of the proceedings of the Executive Board.  

Section 3 - Executive Board elections: New Executive Board members and current  Executive Board members shall be elected or re-elected by members at the first general  membership meeting of the calendar year. Executive Board members shall will be  elected by a simple majority of members in good standing present, as determined by  the Elections Committee, at the first general membership meeting. In the event of a tie  in any position a run-off position election shall will be held. In the event no candidate is  elected to a position, the Co-Chairs with two-thirds approval of the Executive Board  shall fill the position by appointment within 30 days and that appointee shall serve  until the next general election in January. In the event no candidate is elected to a  chair position, the Executive Board shall appoint and approve by two-thirds vote,  a new Co-Chair within 30 days and that appointee shall serve until the next general  election in January

Section 4 - Election procedures: Elections shall be held on an annual basis by the last  week of January and shall be run by the departing Board Members of the previous year.  Members in good standing are eligible to run for office. Officers shall assume office  immediately following elections and shall serve a term of one year and shall will be  eligible for re-election until a successor is elected. Election procedures shall will be  presented by the Executive Board to the general membership annually via electronic mail  at least 21 14 days prior to the election date. Registration for membership and receiving  ballots for the election shall be made available prior to the start of the election day  program. Ballots shall be, made available during the program in a manner determined  by the Elections Committee. not to interrupt the program, and ballots shall be allowed  to be dropped off for at least two hours following the election day program. The Executive  Board shall consider and discuss, by July 31, 2025, any reforms outlined by the  By-laws Committee Recommendations Report.

Section 9 - Proxy Voting: When a member in good standing is unable to attend the a  general membership meeting where Executive Board elections will be occurring, the  Executive Board will provide that member an opportunity to vote by proxy when that  member communicates in writing, including electronic mail, the following to the  designated elections officer:  

(1) That they will be unable to attend the general membership  meeting where Executive Board members will be elected.  

(2) That they are a member in good standing or intends to be prior to any ballot  being distributed to them or designee.  

(3) Designates an individual who is not a candidate for any office on the  Executive Board, who is a member in good standing themselves or will be prior  to receiving a ballot, and who is not a proxy designee for anyone else.  Under no circumstance will a proxy ballot be provided to an individual or for  individuals who are not both members. The elections officer will make the proxy  ballots different in appearance from general ballots.  

Section 10 - Quorum: a majority of Executive Board members shall constitute a  quorum. A quorum is necessary for business transactions to take place and motions  to pass.  

Section 5 - Restrictions on Interested Persons as Executive Board members: No more  than 49% of the persons serving on the Executive Board may be “interested persons.”  An interested person is (a) any person compensated by the corporation for services  rendered to it within the previous 12 months, whether as a full-time or part-time  employee, independent contractor or otherwise, excluding any reasonable  compensation paid to an Executive Board member as an Executive Board member;  and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,  son- in law, daughter-in-law, mother-in-law or father-in-law of such person. However,  any violation of this paragraph shall not affect the validity or enforceability of  transactions entered into by the corporation.  

Section 6 - Vacancies: If a vacancy occurs in the Chairs position the Executive Board  shall appoint a new Co-Chair within 30 days by two-thirds vote. If a vacancy occurs  in any of the other elected offices, the Co-Chairs with the approval of two-thirds of the  Executive Board shall fill the vacancy by appointment within 30 days and that appointee  shall serve until the next general election in January. In the event that no eligible  appointments can be made, an Executive Board member may hold more than  one position, if approved by two-thirds vote. 

Section 7 - Resignation, termination, and absences: Resignation and absences from  the any Executive Board member shall must be in writing and received by the  Secretary. An Executive Board Member may be terminated from the Executive Board  due to being in violation of Article IX Section 1, the CLCAF Code of Conduct Policy or  excessive absences during the year. Excessive absences occur when an Executive 

Board member misses a combination of three consecutive Executive Board or any general membership meetings. Following an Executive Board member's second  consecutive absence, the Co-Chairs shall notify the Board Member that they are at risk  of being excessively absent at the next appropriate meeting. An Executive Board  member may only be removed by a three-fourths vote of the remaining Executive Board  members. Any absent Executive Board member shall still provide a written  update to the Executive Board, via electronic mail, in advance. 

Section 14 - Special Meetings: Special meetings of the Executive Board shall be called  upon request of the Co-Chairs or simple majority of the Executive Board. Notices of  special meetings shall be sent out by the Secretary to each Executive Board member  at least twenty four (24) hours in advance.  

Section 15 - Membership Notice Requirement: Permits members to receive notice of  time, location, and agenda items to be discussed at any Executive Board, general  membership, or special meeting called within the prescribed time requirements outlined  within these by-laws for Executive Board members as requested.  

Section 8 - Departing Board Members: Departing Board Members shall serve on the  elections committee to aid, administer, and oversee the following election. Departing  Board Members shall complete an exit memo, contents of which are determined by the  Executive Board on an annual basis and filed on record.  

ARTICLE VI - OFFICERS 

Section 1 (a) - Officers and Duties: There shall be ten (10) twelve (12) members of  the Executive Board, including the appointed Senior Advisor and Legal Counsel. The  Executive Board shall will consist of two (2) Co-Chairs, Treasurer, Secretary,  Communications Director, Policy Director, Events Director, Lobbyist Liaison,  Membership Director, and Fellows & Intern Representative, Senior Advisor, and  Legal Counsel. The Senior Advisor and Legal Counsel shall be appointed  officers and shall serve at the pleasure of the Executive Board. Each Executive  Board Member shall fulfil the responsibilities outlined in this Article as well as  the duties related to committee assignments in Article VII. 

(b) The Co-Chairs shall convene and preside at all scheduled Executive Board  meetings (shall alternate meetings), hold regular membership meetings deemed  necessary, fundraise, and implement the policy of the Executive Board. The Co-Chairs  represent the CLCAF in all matters, but are to take no position which is contrary to  these by-laws or the expressed approved policy of the Executive Board. The Co 

Chairs shall call committee meetings as necessary and in compliance Article III Article V, Section 3 and organize an annual retreat to develop a strategic plan that outlines  the responsibilities of the Executive Board for the year. The Co-Chairs shall check in quarterly with each Executive Board member on their role, capacity, active projects, 

and compliance with the responsibilities outlined in the by-laws. The Co-Chairs shall  take the lead on drafting CLCAF’s annual budget in consultation with the Treasurer.  The Co-Chairs shall serve as the Budget and Internship Committee Chairs which  shall oversee the programs and fulfill the duties outlined in Article VII. The Co 

Chairs shall designate which committee they are each chairing. 

(c) The Secretary shall be responsible for keeping records of Executive Board actions,  including overseeing the taking of minutes at all Executive Board meetings (recorded  minutes shall be distributed to the Executive Board and general membership within  seven (7) days after adjournment of each meeting), maintaining records of electronic  Executive Board votes, preserve all records including but not limiting to all  archives, books, documents, and letters produced by the CLCAF including records 

documents developed by committees. The Secretary shall record minutes and shall  distribute to the Executive Board within seven (7) days after adjournment of each  meeting and the Secretary shall collaborate with the Communications Director  to distribute the meeting minutes to the general membership via the newsletter.  The Secretary shall distribute maintain the mailing address for the CLCAF, and  distribution of meeting notices as described in Article III, Section 4. The Secretary  shall also serve as the By-laws Committee Chair, which shall oversee the  programs and fulfill the duties outlined in Article VII. be responsible for organizing  the foundation's role with the Chicano Latino Youth Leadership Project Capitol Day (CLYLP) and the Policy Bootcamp Program with Brown Issues.The Secretary shall  oversee these programs with assistance of the Youth Development Committee, which  shall consist of, at a minimum, the Policy Director and Events Director. 

(d) The Treasurer shall keep the accounts and the accounting for the CLCAF, monitor  event budgets collect all monies due to the CLCAF as agreed by the Executive Board,  including any and all contributions made to the CLCAF, and advise the Executive Board  of the monies received from members and all other sources. The Treasurer shall  submit to the Executive Board an annual monthly written financial statement outlining  the following: amount of funds allocated, amount of funds spent to date, amount  of funds remaining in the budget, amount of funds remaining in the CLCAF  accounts, and monies received. for the general membership. At every general  membership meeting, the Treasurer shall present a report of the CLCAF’s financial  standing. For purposes of giving any reports or executing any documents requiring the  signature of a “Chief Financial Officer '' or “CFO” the Treasurer is also deemed to be  the Chief Financial Officer of the CLCAF. The Treasurer shall consult with the CLCAF  Legal Counsel on all relevant tax and financial responsibilities. The Treasurer shall  serve as the Operations Committee Chair which shall oversee the programs and  fulfill the duties outlined in Article VII. 

(e) The Communications Director shall manage, in consultation with the Co-Chairs, the  Foundation’s website and social media accounts, and provide content for inclusion in 

the organizational newsletter. Content produced by the CLCAF shall not take a  position which is contrary to these by-laws or the approved policy of the  Executive Board. The Communications Director shall work in consultation tandem with the Co-Chairs to provide information on CLCAF activities to the public and manage  the CLCAF’s website, newsletter, and social media profiles. The Communications  Director shall work with the Events Director to distribute information on upcoming  CLCAF activities and events. The Communications Director shall also preserve all  records, including event flyers and photographs keep a photographic history of the  Foundation's activities and events. The Communications Director shall send the  organizational newsletter to the membership at minimum once a month, but no later  than the 15th day. The Communications Director shall work with the Secretary to  share the Executive Board meeting minutes with the general membership. The  Communications Director shall attend and lead content creation at all CLCAF events,  including but not limited to taking photos and videos. The Communications Director, if  unavailable, shall ensure that either themselves, an approved member(s)  representing the Executive Board, or a third party attends each CLCAF event to fulfill  the responsibilities of this section if unavailable

(f) The Membership Director shall lead efforts to recruit, collect, and retain as many  members in good standing as possible, and shall maintain the Foundation's membership form and list at all times. The Membership Director shall work to advance  the professional interests of the membership and maintain key professional ties for the  Foundation. The Membership Director shall be responsible for managing and  updating CLCAF’s resume book. The Membership Director shall recruit new  members in all sectors and work with the Communications Director on recruitment  efforts, updating the member list, and serve as a liaison for the membership, Executive  Board, and other interested parties. The Membership Director shall coordinate  CLCAF’s mentorship program. The Membership Director shall will work in tandem with  the Communications Director to disseminate the organizational newsletter. The  Membership Director shall work with the Co-Chairs and Lobbyist Liaison to assist their  sponsorship and fundraising efforts. The Membership Director shall maintain and  update the foundation's membership form and membership list. The Membership  Director shall serve as the Youth Development Committee Chair which shall  oversee the programs and fulfill the duties outlined in Article VII. 

(g) The Policy Director shall be the primary lead on CLCAF’s educational programming,  assist the general membership with finding key contacts within and outside the Capitol  on various issues, and coordinate roundtable discussions, and organize policy  briefings or tours. The Policy Director shall coordinate with the Events Director when  scheduling policy briefings and roundtable discussions. The Policy Director will be  responsible for managing and updating CLCAF’s resume book. The Policy Director shall organize and lead is responsible for organizing and administering CLCAF’s  signature Policy Academies Program in collaboration with various other Capitol  organizations.

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(h) The Events Director shall be the lead organizer on all CLCAF events. They shall  organize at least 3 events per year, help facilitate, and publicize CLCAF events of  other Board Members. The Events Director shall will collaborate with the  leadership of other Capitol organizations for jointly sponsored events. The Events  Director shall track community events of interest, report any to the Executive  Board at each monthly board meeting, and publicize them to the membership.  The Events Director shall work with the Treasurer on be responsible with tracking  all event expenses and working with the Treasurer to ensure ensuring budget  compliance.  

(i) The Lobbyist Liaison shall serve as a liaison between the Executive Board,  lobbyists, advocates, and third house staffassistants to lobbyists and advocates. The  Lobbyist Liaison shall will lead the fundraising efforts of the Foundation, execute the  approved fundraising plan, be in charge of organizing the annual signature  fundraising event, and maintain a list of Latino legislative advocates. The Lobbyist  Liaison shall submit to the Executive Board a monthly fundraising update  reporting progress on the Foundation’s fundraising efforts consistent with the  approved fundraising plan. The Lobbyist Liaison shall serve as the Fundraising  Committee Chair which shall oversee the programs and fulfill the duties outlined  in Article VII. 

(j) The Fellows & Intern Representative shall serve as liaison between the Executive  Board, general membership, Executive Board, capital fellows, capitol interns, and  interns in the Annual Internship Program. The position is open to all individuals who, at  the time of election, are participating in a fellows or internship program in or around the  Capitol. In the case of a vacancy, the Executive Board shall appoint an eligible  individual to serve for the remainder of the term. The Fellows & Internship  Representative is responsible for administering the signature annual internship  program. The representative shall lead the program, with the assistance of the CLCAF  internship committee, which shall consist of, at a minimum, the Policy Director and  Membership Director. 

(k) The Senior Advisor shall serve as an ex-officio member of the Executive Board who  is a member of the Capitol community, shall only serve in an advisory role and does  not have voting privileges. The Executive Board shall appoint annually by a majority  vote an individual to serve as an advisor to the Executive Board no later than 60 days 

following the election

(l) The Legal Counsel shall serve as an ex-officio member of the Executive Board who  is a member of the Capitol community, shall serve in a Legal Counsel role and does  not have voting privileges. The Executive Board shall appoint annually by a majority  vote an individual to serve as counsel to the CLCAF no later than 60 days following  the election

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Any number of offices may be held by the same person, except that neither the  Secretary nor the Treasurer may serve concurrently as either the president or a chair.  

Section 2 - Appointment of Officers. The officers of this corporation shall be chosen by  the Executive Board and shall serve at the pleasure of the Executive Board, subject to  the rights of any officer under any contract or agreement.  

Section 3 - Appointment of Other Officers. The Executive Board may appoint and  authorize the Co-Chairs to appoint any other officers that the Corporation may require.  Each appointed officer shall have the title and authority, hold office for the period, and  perform the duties specified in the By-laws or established by the Co-Chairs. Appointed  officers may attend all meetings as prescribed, but shall not vote as an Executive Board  member.  

Section 4 - Removal of Officers. Without prejudice to the rights of any officer under an  employment contract, the Executive Board may remove either or both Co-Chairs with  cause. An officer who was not chosen by the Executive Board may be removed only  by the Co-Chair(s) on whom the Executive Board confers the power of removal.  

Section 5 - Resignation of Officers. Any officer may resign at any time by giving written  notice to the Executive Board. The resignation shall take effect on the date the notice  is received or at any later time specified in the notice. Unless otherwise specified in the  notice, the resignation need not be accepted to be effective. Any resignation shall be  without prejudice to any rights of the corporation under any contract to which the officer  is a party.  

Section 6 - Vacancies in Office. A vacancy in any office because of death, resignation,  removal, disqualification, or any other cause shall be filled in the manner prescribed in  these by-laws for normal appointments to that office, provided, however, that vacancies  need not be filled on an annual basis.  

ARTICLE VII - COMMITTEES  

Section 1 - Creation and Powers of Committees. The Executive Board, by resolution  adopted by a majority of the Executive Board members then in office, may create one  or more committees, to serve at the pleasure of the Executive Board. Appointments to  committees of the Executive Board shall be by a majority vote of the Executive Board  members then in office. The Executive Board may appoint one or more Executive  Board members as alternative members of any such committee, who may replace any  absent member at any meeting. Any such committee shall have all the authority of the  Executive Board, to the extent provided in the Executive Board resolution, except that  no committee may do the following:  

(a) Take any final action on any matter that, under California Nonprofit Corporation 

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Law, also requires approval of the members or approval of a majority of all members;  (b) Fill vacancies on the Executive Board or any committee of the Executive Board;  (c) Fix compensation of the Executive Board members for serving on the Executive Board or on any committee;  

(d) Amend or repeal by-laws or adopt new by-laws;  

(e) Amend or repeal any resolution of the Executive Board that by its express terms is not so amendable or repealable;  

(f) Create any other committees of the Executive Board or appoint the members  of committees of the Executive Board; or  

(g) Expend corporate funds to support a nominee for Executive Board members  if more people have been nominated for Executive Board members than can be  elected.  

Section 2 - Meetings and Action of Committees. Meetings and actions of committees  of the Executive Board shall be governed by, held, and taken under the provisions of  these by-laws concerning meetings and other Executive Board actions, except that the  time for general meetings of such committees and the calling of special meetings of  such committees may be set either by Executive Board resolution or, if none, by  resolution of the committee. Minutes of each meeting shall be sent to the Secretary  to be recorded within seven (7) days after adjournment of each meeting and kept  and shall be filed with the corporate records. The Executive Board may adopt rules for  the governance of any committee as long as the rules are consistent with these by laws. If the Executive Board has not adopted rules, the committee may do so.  

Section 3 - Standing Committees:  

(a) Fundraising Committee chaired by the Lobbyist Liaison one Co-Chair or their  designee who is a member of the Executive Board. The Committee shall be  composed of the Chair of the Committee, the two Co-Chairs, the Treasurer Lobbyist Liaison, and the Senior Advisor who is a non-voting member. The focus  of this committee is to outline the fundraising strategic plan that establishes for the  foundation's fiscal sustainability. The committee is responsible for developing and  approving a draft fundraising plan that establishes the Foundation's  fundraising goals for the year including the Foundation’s sponsorship benefits  package ahead of the Executive Board’s annual retreat. 

(b) By-Laws Committee chaired by the Secretary one Co-Chair or their designee who is  a member of the Executive Board. The Committee shall be composed of the Chair of the  Committee, the two Co-Chairs, Secretary, and Membership Policy Director, Fellows &  Intern Representative and Legal Counsel who is a non-voting member. The focus of  this committee is to compare and review the foundations by-laws with the foundations  operations. The committee is responsible for reviewing and updating the  Foundations by-laws including overseeing the appeals process outlined in Article  IX, Section 6.

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(c) Youth Development Committee chaired by the Membership Director Secretary or  their designee who is a member of the Executive Board. The Committee shall be  comprised of the Chair of the Committee, Secretary, Policy Director, and Fellows &  Intern Representative Communications Director, and Events Director. The focus of this  committee is to coordinate the Chicano Latino Youth Leadership Project Sacramento  Leadership Conference Capitol Day & the Brown Issues Policy Bootcamp. The  committee is responsible for coordinating the Chicano Latino Youth Leadership  Project (CLYLP) Capitol Day and the Brown Issues Policy Bootcamp. 

(d) Internship Committee chaired by one of the Co-Chairs Fellows & Intern  Representative or their designee who is a member of the Executive Board. The  Committee shall be composed of the Chair of the Committee, the other Co-Chair Fellows & Intern Representative, Membership Director, and Communications Policy Director. The focus of this committee is responsible for coordinating to coordinate the  Annual Internship Program. 

(e) Elections Committee is composed of members of the Executive Board who have  decided to not run for a position on the board following the end of their term. The focus of  this committee is to organize and schedule the Executive Board elections for the next  calendar year. In the event there are no eligible members for this committee, the  Executive Board shall task the Senior Advisor to coordinate the elections for the  next year. 

(f) Budget Committee shall be chaired by one Co-Chair the Treasurer or their designee  who is a member of the Executive Board. The Committee shall be composed of the Chair  of the Committee, the Co-Chairs, the Treasurer, the Lobbyist Liaison, and Events  Director. The focus of the committee is responsible for shall be to create creating the  organization’s yearly fiscal outlook and maintaining compliance, including  standardizing the reporting and tracking of finances

(g) Operations Committee shall be chaired by the Treasurer or their designee who  is a member of the Executive Board. The Committee shall be composed of the Chair  of the Committee, two Co-Chairs, Secretary, Communications Director, and the  Legal Counsel who is a non-voting member. The committee is responsible for  oversight of the administrative duties, operations, and general upkeep of the  Foundation. 

Section 4 - Creation and Powers of Subcommittees. The Executive Board, by resolution  adopted by a majority of the Executive Board members then in office, may create one or  more subcommittees, to serve at the pleasure of the Executive Board. Subcommittees  shall exist until the end of the term in which they were created and may be re 

established annually by the Executive Board. Appointments to subcommittees of the  Executive Board shall be approved by a majority vote of the Executive Board members  then in office or it may be delegated to the chair of the subcommittee in the resolution.  The Executive Board may appoint one or more Executive Board members as alternative 

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members of any such committee, who may replace any absent member at any meeting.  The Executive Board shall maintain a majority of the subcommittee membership to be  non-Executive Board Executive Board members who are current members of CLCAF. 

Any such subcommittee shall have all the authority of the Executive Board, to the extent  provided in the Executive Board resolution, except that no subcommittee may do the  following:  

(a) Take any final action on any matter that, under California Nonprofit Corporation Law,  also requires approval of the members or approval of a majority of all members;  (b) Fill vacancies on the Executive Board or any committee of the  

Executive Board;  

(c) Fix compensation of the Executive Board members for serving on the Executive Board  or on any committee;  

(d) Amend or repeal by-laws or adopt new by-laws;  

(e) Amend or repeal any resolution of the Executive Board that by its express terms is not  so amendable or repealable;  

(f) Create any other committees of the Executive Board or appoint the members of  committees of the Executive Board; or  

(g) Expend corporate funds to support a nominee for Executive Board members if more  people have been nominated for Executive Board members than can be elected.  

Section 5 - Meetings and Action of Subcommittees. Meetings and actions of  subcommittees of the Executive Board shall be governed by, held, and taken under the  provisions of these by-laws concerning meetings and other Executive Board actions,  except that the time for general meetings of such subcommittees and the calling of special  meetings of such subcommittees may be set either by Executive Board resolution or, if  none, by resolution of the subcommittee. Minutes of each meeting shall be kept and shall  be sent to the Secretary within seven (7) days after adjournment of each meeting  to be recorded and filed with the corporate records. The Executive Board may adopt  rules for the governance of any subcommittee as long as the rules are consistent with  these by-laws. If the Executive Board has not adopted rules, the subcommittee may do  so. 

ARTICLE VIII - INDEMNIFICATION  

Section 1 - Indemnification: To the fullest extent permitted by law this corporation may  indemnify its Executive Board Members, officers, employees, and other persons described  in Corporations Code section 5238(a), including persons formerly occupying any such  positions, against all expenses, judgment , fines, settlements, and other amounts actually  and reasonably incurred by them in connection with any “proceeding” as the term is used in  section 5238(a), and including an action by or in the right of the corporation, by reason of the  fact that person is or was a person described in that section. “Expenses,” as used in this by 

law, shall have the same meaning as section 

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5238(a) of the Corporations Code.  

On written request to the Executive Board by any person seeking indemnification under  Corporations Code section 5238(b) or section 5238(c), the Executive Board shall promptly  decide under Corporations Code section 5238(e) whether to applicable standard of conduct  set forth in Corporations Code section 5238(b) or section 5238(c) has been met and if so,  the Executive Board shall authorize indemnification.  

To the fullest extent permitted by law and except as otherwise determined by the  Executive Board in a specific instance, expenses, incurred by a person seeking  indemnification in defending any proceeding covered by these By-laws, shall be  advanced by the corporation before final disposition of the proceeding, on receipt by the  corporation of an undertaking by or on behalf of that person that the advance shall will 

be repaid unless it is ultimately found that the person is entitled to be indemnified by the  corporation for those expenses.  

ARTICLE IX – CODE OF CONDUCT 

Section 1 (a) - Code of Conduct: CLCAF Members, especially Board Members, are  expected to adhere to these principles to maintain a positive and respectful  environment within the organization. Members shall treat each other with respect and  dignity, valuing diversity and fostering an inclusive atmosphere free from  discrimination, harassment, or prejudice based on race, gender, religion, sexual  orientation, citizenship, income status, or any other protected characteristic. Members  shall conduct themselves professionally, demonstrating integrity, honesty, and ethical  behavior in all interactions related to the organization. Members shall work  collaboratively, promoting open communication and constructive feedback.  Disagreements should be handled respectfully, and efforts should be made to find  common ground for the benefit of the organization.  

(b) The Executive Board may prohibit any Non-Member from attending or  participating in CLCAF events, activities, and/or programs, and may further  prohibit individuals from becoming a Member if the Board has determined that  individual has violated the Code of Conduct. 

Section 2 – Zero-Tolerance policy: CLCAF maintains a zero-tolerance policy for  the following conduct at its events, activities, and programs – excessive  substance use, and harassment of any type by any party. Violation of this policy  shall result in immediate and expulsion from the specified event, activity and/or  programs as determined by the Executive Board. 

Section 3 - Violations: Board Members and general Members found to be in violation  of the Code of Conduct may be subject to disciplinary action, including but not limited  to warnings, suspension, or expulsion from the organization. Allegations of Code of  Conduct violations shall be discussed promptly by the Executive Board. The severity  of the violation shall will determine the appropriate disciplinary action. Actions may 

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include verbal or written warnings, probation, suspension, or expulsion from the  organization. The member facing removal shall will be notified in writing of the decision  and the reasons for the removal, while maintaining confidentiality of accusers.  

CLCAF maintains a zero-tolerance policy for the following conduct at its events – excessive alcohol consumption, and harassment of any type toward event attendees  by any party. Noncompliance with this policy will result in immediate and permanent  exclusion from CLCAF events, activities and programs as determined by the Executive  Board. 

Section 4 - Removal of Members: The Executive Board may remove any member for  misconduct. For matters related to harassment, the Executive Board shall follow  CLCAF’s Code of Conduct Policy. The Executive Board may remove any general  member who engages in any form of harassment by a majority vote.  

Section 5 - Executive Board Responsibilities: The code of conduct shall be reviewed  annually by the Executive Board. As part of the review, the board shall establish or  update a code of conduct violation submission policy. In cases of violation  submissions, the board shall offer to elevate cases to the Capitol Workplace Conduct  Unit, at the discretion of the accuser. 

Section 6 - Appeals Process: An individual found to be in violation of the Code  of Conduct by the Executive Board shall be eligible to appeal the action if they  notify the Executive Board via written correspondence or email within seven  calendar days of being notified of the violation. Written correspondence shall be  delivered to the Foundation’s mailing address (shall be postmarked within the  seven calendar day time period given) or via email to both the Co-Chairs and 

Membership Director within the same time period. The appeal shall be conducted  within 30 calendar days of the appeal being filed and shall be reviewed by  Members of the By-Laws Committee. The Committee shall report to the  Executive Board their recommendation of the outcome of the appeal review. The  Executive Board shall make a final determination of the appeal and shall notify  the individual, via written correspondence, of the final decision within seven  calendar days of the outcome. 

ARTICLE X - INSURANCE  

Section 1 - Insurance: This corporation shall have the right, and shall use its best efforts, to  purchase and maintain insurance to the full extent permitted by law on behalf of its officers,  Executive Board members, employees, and other agents, to cover any liability asserted  against or incurred by an officer, Executive Board member, employee, or agent in such  capacity or arising from the officer’s, Executive Board member’s, employee’s, or agent’s  status as such.  

ARTICLE XI - CONTRACTS WITH BOARD MEMBERS AND OFFICERS 

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Section 1 – Contracts: No Board Member -of this corporation or any other corporation,  firm, association, or other entity in which one or more of this corporation’s Board Members  are Board Member s or have a material financial interest, shall be interested, directly or  indirectly, in any contract or transaction with this corporation, unless:  

(a) The material facts regarding that Board Member ’s financial interest in such contract  or transaction or regarding such common directorship, officership, or financial interest  are fully disclosed in good faith and noted in the minutes, or are known to all the  Executive Board prior to the Executive Board’s consideration of such contract or  transaction;  

(b) Such contract or transaction is authorized in good faith by a majority of the Executive  Board by a vote sufficient for that purpose without counting the votes of the interested Board  Members;  

(c) Before authorizing or approving the transaction, the Executive Board considers and in  good faith decides after reasonable investigation that the corporation could not obtain a  more advantageous arrangement with reasonable effort under the circumstances or the  transaction was in furtherance of the corporation’s charitable purposes; and  

(d) The corporation for its own benefit enters into the transaction, which is fair and  reasonable to the corporation at the time the transaction is entered into.  

This Section does not apply to a transaction that is part of a public, or charitable program  of this corporation if it is:  

(i) Approved or authorized by the corporation in good faith and without unjustified  favoritism; and  

(ii) Results in a benefit to one or more Board Members or their families because they  are in the class of persons intended to be benefited by the public, charitable, or  program of this corporation.  

ARTICLE XII - DEDICATION OF ASSETS  

Section 1 - Assets: The corporation’s assets are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties or assets of this corporation,  on dissolution or otherwise, shall insure the benefit of any private persons or individual, or to  any Executive Board member or officer of this corporation. On liquidation or dissolution, all  properties and assets remaining after payment, or provision for payment, of all debts and  liabilities of the corporation shall be distributed to a nonprofit fund, foundation or corporation  that is organized and operated exclusively for charitable purposes and that has established  its exempt status under Revenue Code section 501(c)(3). 

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ARTICLE XIII - AMENDMENTS  

Section 1 - Amendments to the By-laws: These By-laws may be adopted or amended when  necessary by two-thirds (2/3) majority of the Executive Board and majority of members in  good standing present at a general membership meeting. Proposed amendments shall be  submitted to the Secretary to be sent out with Executive Board and general membership  meeting announcements.  

Section 2 - Threshold Exemption: By-law amendments that are technical in nature,  clarifications, typo fixes, or changes of that nature, including updating the Registered  Agent, shall not be subject to the majority thresholds listed above. Instead these by-law  changes shall only require a simple majority vote from the Executive Board. The Executive  Board shall determine by a two-thirds majority whether or not amendments qualify for this  exemption if brought forward by an Executive Board member under this section.  Amendments adopted this way shall be reported to the general membership at the next  available newsletter.

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