ASOCIACION DE PROFESIONALES ARGENTINOS
A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION
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A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION |
Estatuto
The name of this corporation shall be the A.P.A.
SECTION 1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation ('principal executive office") is located at -------------Los Angeles, California. The Directors may change the principal office from one location to another.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described in the Declaration of Incorporation, and it shall consist of the publication or dissemination of material with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in the furtherance of the purposes described in the Declaration of Incorporation.
The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable or education purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall insure to the benefit of any private person or individual, or any member or Director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to educational purposes, provided it is organized and operated exclusively for charitable purposes and which has established its tax exempt status under §501(c)(3) of the Internal Code.
SECTION 1. QUALIFICATIONS
There shall be two classes of membership in this corporation: 1) regular individual membership shall be available to all Argentine Individuals or, with the acceptance of the majority of the BOARD, to other individuals interested or involved in promoting the goals and objectives of this corporation; and 2) non-voting membership shall be available to institutions, agencies, and other organizations as institutional members. Institutional membership shall be open to institution, companies or corporations involved in promoting the goals of this organization.
SECTION 2. FEES, DUES AND ASSESSMENTS
Each member in good standing must pay, within the time and on the conditions set by the Board of Directors the annual fees and dues which amount shall be fixed from time to time by the Board of Directors. The dues and fees shall be established for all regular members. The Board of Directors may, at its discretion, adjust the fees and dues for institutional and other non-voting memberships.
SECTION 3. TERMINATION OF MEMBERSHIP
Causes of Termination. The membership of any regular member shall terminate upon occurrence of any of the following events:
(a) The resignation of the member,
(b) The failure of a member to pay annual dues within the times set forth by the Board of Directors,
(c) Unanimous vote of the Board of Directors, except for any reasons which violate the public policy of the State of California.
No member may transfer a membership or any rights arising from it. All rights of memberships cease upon expiration date or the member's death.
SECTION 1. PLACE OF MEETING
Meetings of the membership shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, members' meetings shall be held at the principle executive office of the corporation.
SECTION 2. ANNUAL MEETING
A meeting for the general membership will be conducted at least once a year. The meeting shall be announced a minimum of twenty (20) days prior to its initiation. The affirmative vote of the majority of the members present at a general meeting shall be required for approval of any matter voted upon. The meeting shall be conducted according to the latest edition of Robert's Rules of Order unless otherwise specified.
SECTION 3. SPECIAL MEETINGS
(a) Authorized persons who may call. A special meeting of the members may be called at any time by and of the following: a majority vote of the Board of Directors, the President, the Vice President, more than fifty percent of the Board members, or twenty percent or more of the members.
(b) Meeting called by members: If a special meeting is called by the members, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail, e-mail, telegraphic or other facsimile transmission to the President, the Vice-President, or the Secretary of the corporation. The Director receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Section 4 of this Article VI, that a meeting will be held, and the date for such meeting, which date shall be not less then 20 nor more than 60 days following the receipt of the request.
SECTION 4. NOTICE OF MEMBERS MEETINGS
(a) General notice contents. All notices of meetings of members shall be sent or otherwise given in accordance with this Section not less than 20 nor more than 45 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may, in that case, be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the members.
(b) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice states the general nature of the proposal(s):
(i) Removing a Director without cause;
(ii) Filling vacancies on the Board of Directors by the members;
(iii) Amending the Articles of Incorporation;
(iv) Voluntarily dissolving the corporation.
(c) Manner of giving notice, Notice of any meeting of members shall be given either personally or by first-class mail, e-mail, telegraphic or other written communications, charges prepaid, addressed to each member, either at the address of the member appearing on the books of the corporation or the address given by the member to the corporation for the purpose of notice. If no address appears on the corporation's books and no other has been given, notice shall be deemed to have been given if notice is sent to that member by first-class mail, e-mail, or telegraphic or other written communication to the corporation's principal executive office. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram, or by e-mail or other means of written communication.
(d) Affidavit of mailing notice. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the Secretary, or any other party of the corporation giving the notice, and if so executed, shall be filed and maintained in the minutes book of the corporation.
(e) Percentage required. Thirty-three percent (33%) of all members, present or by proxy, shall constitute a quorum for the transaction of business at a meeting of the members.
(f) Loss of quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
SECTION 5. ADJOURNED MEETING
Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by a vote of the majority of the members represented at the meeting, either in person or by proxy. But in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
SECTION 6. VOTING
(a) Eligibility to vote: Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Section 10 of this Article VII, subject to the provisions of the California Nonprofit Corporation Law.
(b) Manner of casting votes. Voting may be by voice or ballot, provided that any election of Directors must be by ballot.
(c) Only a majority of the members represented at a meeting is required, unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on matter (other than the election of Directors) shall be the act of the members, unless the vote of a greater number or voting by classes is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
SECTION 7. WAIVER OF NOTICE OR CONSENT BY ABSENT MEMBERS
(a) Written waiver or consent. The transactions of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, signs a written waiver of notice or a consent, which waiver or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4(b) of Article VI, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 8. ACTION BY WRITTEN CONSENT WITHOUT A MEETING
General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if written ballots were received from a number of members at least equal to the quorum applicable to a meeting of members. All such written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
SECTION 9. RECORD DATE FOR MEMBERS NOTICE, VOTING, AND GIVING CONSENTS
(a) To be determined by the Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a "record date", which shall not be more than 45 nor fewer than 20 days before the date of any such meeting, vote, or consent. Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, I by agreement, or in the California Nonprofit Corporation Law.,
(b) Failure of the board to determine date.
(i)Record date for notices or voting. Unless fixed by the Board of Directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.
(ii)Record date for written consent to action without meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
(iii) "Record date" means as of close of business. For purposes of this paragraph (n), a person holding membership as of the close of business on the record date shall be deemed a member of record.
SECTION 10. PROXIES
(a) Right of members. Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by manual signature or by telegraphic transmission by the member or member's attorney in fact.
(b) Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote cast pursuant to that proxy, by writing delivered to the Secretary of the corporation stating that the proxy is revoked by a subsequent proxy executed by such member, or by personal attendance and voting at a meeting by such member, or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of three (3) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the California Nonprofit Corporation Law.
(c) Forum of solicited proxies. In any election of Directors, any form of proxy that is marked by a member "withhold", or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, shall not be voted either for or against the election of a Director. Failure to comply with this paragraph shall not invalidate any corporate election taken, but may be the basis for challenging the proxy at a meeting.
(d) Effect of member's death. A proxy is not revoked by the death or incapacity of the maker or the termination of a member as a result thereof unless, before the vote is counted, written notice of the death or incapacity is received by the corporation.
SECTION 11. VOTING OF CLASSES
Each regular member shall be entitled to cast one vote on all matters submitted to a vote of the members.
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
(a) Nominating Committee. The President shall appoint a committee at least 90 days before the date of any election of Directors. The Committee shall establish an election and nomination schedule and shall make its report at least 30 days before the date of election. The committee shall also verify eligibility of each nominee. For the election to the Board of Directors.
(b) Nominations by members. Members may nominate candidates for Directorships at any time before the thirtieth (30th) day preceding such election. On timely receipt of a nomination, the Nominating Committee shall cause the number of nominations for each candidate to be tabulated, only the top three candidates receiving three or more nominations, shall be placed on the ballot.
(c) The nominating committee. May nominate a candidate to place on the ballot, after consultation with the President or in his or her absence, with the Vice President, if the membership fails to nominate candidates, or if a candidate or candidates receive three or more nominations from the membership, but decline to run so that there are no candidates to place on the ballot for a particular office.
(d) Qualifications of Nominees. In order to qualify as a nominee, a member must have:
(i) Regular membership for at least four months immediately preceding nomination, except on the year 2000 election. (ii) Current service of at least six (6) months in duration in any of the committee(s) represented by the office, except in the year 2000 elections. (iii) In the case of the Treasurer, must have budgetary and fiscal experience.
SECTION 1. POWERS
(a) General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
(b) Specific powers. Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:
(i) Select and remove any member, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these bylaws; and fix their compensation.
(ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or county and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members' meeting or meetings, including annual meetings.
(iii) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidence of debt and securities.
SECTION 2. NUMBER AND DESIGNATION OF DIRECTORS
(a) Elected Directors. The authorized number of elected Directors shall be eleven (11). The Board of Directors shall consist of: President, Vice President, Secretary, Treasurer, Honorary Director, Director of Art, Director of Education, Director of Community Development, Director of Science and Technology, Director of Family and Recreation and Director of Communications.
(b) Honorary Directorship. There shall be no less than five (5) Honorary Directors who shall have one vote by and on behalf of the Honorary Directors, which vote shall be determined by a majority vote of the Honorary Directors.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS
Directors shall be elected in the month of February for commencement of their term of March 1. Each director, including a Director elected to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of term for which elected and until a successor has been elected and qualified.
(a) Two-year terms of office. With the exception of the first election of Directors, all Directors shall serve for a period of two (2) years. An elected member is eligible to run for the same office for only one term. All Directors shall be elected by the general membership in the following manner:
(b) Odd years: During odd years, beginning in 2001, these Directors will be elected: 1. President 2. Secretary 3. Treasurer 4. Director of Arts 5. Director of Education 6. Director of Science and Technology
(c)Even years. During even years, beginning in 2002 these Directors will be elected: 1. Vice-President 2. Director of Community Development 3. Director of Communications 4. Director of Family and Recreation
(d) In case of death or resignation of a Director, or otherwise inability to serve for any reason, elections shall be held to fill such vacancy within the next 45 days. During the vacancy period, should the Association have to transact business which requires a vote by the Board of Directors, such vote shall be cast by one representative of the Advisory Committee, which representative shall be designated by the Advisory Committee.
(e) Re-election after having served two consecutive terms: a member may only be re-elected after the passing of a full term without service.
(f) Honorary Directors shall govern themselves outside of these governing rules. Honorary Directors may serve an unlimited number of years and the representative of the Honorary Directors shall serve for a term of one year.
SECTION 4. ADVISORY COMMITTEE TO THE BOARD OF DIRECTORS
The Board of Directors shall have an Advisory Committee to be comprised of five individuals, which committee shall have a voice but no vote within the Board of Directors.
SECTION 5. RESPONSIBILITIES OF DIRECTORS
(a) President The President shall: (i) Preside at all meetings of the association and see that all meetings are conducted in an orderly manner and that all officers perform their respective duties;
(ii) Serve as chairperson of the Board of Directors and be in power to call meetings of the Board;
(iii) Be empowered to sign all contracts and other documents connected with the business affairs and professional activities of the association; and
(iv) Make an annual report of the association's activities to the annual meeting of the members;
(v) Serve as the official representative of the association in all matters pertaining to the association. In such an instance where the President is unable to so serve for any reason, the Vice-President shall serve as the official representative of the association. In such an instance where neither the President nor the Vice-President is able to serve in a representative capacity of the association, the representative shall be selected by the President, or in his impossibility to designate a representative in his stead, then the Vice-president shall designate the individual to serve in such capacity, or in their collective impossibilities to designate a representative in their stead, the representative shall be selected by the remaining Board of Directors by majority vote.
(b) Vice-President. The Vice President shall:
(i) Preside over meetings of the Board and the association in the absence of the President;
(ii)Assist the President in the responsibilities of the President, particularly in the areas of public relations, membership, and provision of the facilities for meetings.
(c) Secretary (d) Treasurer: (e) Director of Art (f) Director of Education (g) Director of Community Development (h) Director of Communications (i) Director of Family and Recreation (j) Director of Science and Technology (k) Honorary Director: shall represent the will of the Honorary Directors
(iii) Each department shall submit before the Board, on the first day of the month of March, at least three projects to be developed through out the year. One said project shall concern Argentina, another the Argentine community in the United States and the third the Latino and/or the US community.
SECTION 6. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director, (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under section 5230 and following of the California Nonprofit Corporation Law, (iii) the vote of the members to remove a Director (vote of a majority of the members in a corporation), (iv) the increase of the authorized number of directors, or (v) the failure of a Director to attend three consecutive meetings.
(b) Resignations and Vacancies filled by the Board of Directors. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President, the Executive Director, or the Board of Directors, unless notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(c) No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
(d) Restriction on interested Directors. Not more than 33% of the persons serving on the Board of Directors, at any time, may be interested persons. An interested persons is (1) any person being compensated by the corporation for services rendered to it within the previous 12 months, whether a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
SECTION 7. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be identified with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
SECTION 8. REGULAR MEETINGS
The Board of Directors shall meet at least six (6) times per year. The date and location will be established at the previous Board meeting and communicated immediately to all Board members present or absent. A written notice will be delivered by mail, telegram or in person no later than five days before the scheduled meeting date.
SECTION 9. SPECIAL MEETINGS
(a) Authority to call: Special meetings of the Board of Directors for any purpose may be called at any time by the President, Vice-President, the Secretary, or any three Directors.
(b) Notice
(i) Manner of giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the corporation.
(ii) Time requirements. Notices sent by first class mail shall be deposited into a United States mail box at least seven days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 72 hours before the time set for the meeting.
(iii) Notice contents. The notice shall state the time, purpose and place for the meeting.
SECTION 10. QUORUM
(a) A majority of the elected number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a least a majority of required quorum for that meeting.
(b) Right of Director. Every Director entitled to vote must do so in person. There shall be no use of proxies by Directors for any purpose at Board meetings.
SECTION 11. WAIVER OF NOTICE
The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
SECTION 12. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 13. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of adjournment.
SECTION 14. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting by conference telephone call, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
SECTION 15. FEES AND COMPENSATION OF DIRECTORS, EMPLOYEES AND COMMITTEE
Directors, employees and members of the committees may receive compensation, if any, for services and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable.
SECTION 16. MEETINGS AND ACTION OF COMMITTEES
Meeting and action of committees shall be governed by, and held and taken in accordance with the provisions of Article *** of these bylaws, concerning meetings of Directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
SECTION 1. DEFINITIONS
For the purpose of this Article,
(a) "Agent" means any person who is or was a Director, officer, employee or other agent of this corporation, or is or was serving at the request of this corporation as a Director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;
(b) "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and
(c)"Expenses" includes, without limitation, all attorneys' fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his or her position or relationship as agent and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him or her, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN CORPORATION
Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceedings other than an action brought by, or on behalf of, this corporation, or by an officer, Director or person granted related status by the Attorney General, or by the Attorney General on the grounds that the defendant Director was or is engaging in self-dealing within the meaning of California Corporation Code Section 5233, or by the Attorney General or person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding.
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF CORPORATION
(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
(b) Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense or that action, provided that both of the following are met:
(i)The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5. DETERMINATIONS OF AGENT'S GOOD FAITH CONDUCT
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following: (a) Required standard of conduct. The agent seeking reimbursement must be found, in the matter he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction or on a plea of non contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(i)The Board of Directors by a majority vote of quorum consisting of Directors who are not parties to the proceeding;
(ii)The affirmative vote (or written ballot in accord with Article VI, Section (8) of a majority of the votes represented and voting at a duly held meeting of members at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
(iii) The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article, except as provided in Section 2 or 5 (b) (iii), in any circumstance when it appears:
(a) That the indemnification or advance would be inconsistent with provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That the indemnification would be consistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of any undertaking by or on behalf of the agent to repay the amount of the advance unless it is indemnified as authorized in this Article.
SECTION 8. CONTRACTUAL RIGHTS OF NON-DIRECTORS AND NON-OFFICERS
Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
SECTION 9. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
SECTION 1. INSPECTION RIGHTS
Any member of the corporation may:
(a) Inspect and review, but not copy, records of members' names and addresses and voting rights during usual business hours on five days' prior written demand on the corporation, stating the purpose for which the inspection rights are requested, and
(b) The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the Executive Director on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.
Any inspection under this section may be made in person or by an agent or attorney of the member.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or type form, and the accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.
SECTION 3. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney.
SECTION 4. ANNUAL REPORT TO MEMBERS
The corporation shall provide to the Directors, and to its members who request it in writing, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:
(1) The assets and liabilities, including the trust funds, of corporation as of the end of the fiscal year.
(2) The principal change in assets and liabilities, including trust funds, during the fiscal year.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(4) The expenses or disbursements of the corporation for both general and restricted purposes, during the fiscal year.
(5) Any information required by California Corporations Code Section 6322.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.
SECTION 1. AMENDMENT BY MEMBERS
New bylaws may be adopted or these bylaws may be amended or repealed by approval of the majority of the members or their proxies, or by written assent of these persons.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the right of the members under Section 1 of this Article XIII, bylaws other than a bylaw fixing or changing the authorized number of directors may be adopted, amended or repealed by the Board of Directors. However, if the articles of incorporation or bylaws adopted by the members provide for an indefinite number of Directors within specified limits, the Directors may adopt or amend a bylaw fixing the exact number of Directors within those limits.
SECTION 3.CERTIFICATE OF AMENDMENT
The undersigned as Provisional Directors, hereby certifies that Section 3 of the By-Laws of the Asociacion de Profesionales Argentinos, Inc. was amended on Tuesday, October 26, 1999 as follows:
Directors shall be elected in the month of February for commencement of their term on March 1. Each director, including a Director elected to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of term for which elected and until a successor has been elected and qualified.
Dated: October 26, 1999
