California Latino Capitol Association Foundation Bylaws 1017 L Street PMB #443
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;
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(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
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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.
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ARTICLE IV - ORDER OF BUSINESS
1. Roll Call
2. Voting Reading of the previous meeting Minutes of the preceding meeting.
3. 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
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(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
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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.
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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
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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,
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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
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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.