California Latino Capitol Association Foundation Bylaws
1017 L Street PMB #478
Sacramento, CA. 95814-3805
LAST AMENDED by the Executive Board on November 21, 2025.
ADOPTED by the Executive Board and the majority of Members on January 31, 2025.
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 to 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, 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 bylaws 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 office 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 Noel Calvillo, whose business location is 9110 Sintra Way, Elk Grove, CA 95757 . The Executive Board may change registered agents. Any such change of registered agent shall be noted by the Secretary on these bylaws 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;
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(c) Promoting, supporting, and educating the public about Latino culture, heritage, and issues of importance to Latinos and Latinas in California; (d) Increasing the participation of Latinos and Latinas in California society and legislative processes;
(e) Expanding community outreach and professional development for the Latino community in and around the Capitol; and
(f) Such other charitable purposes as are permissible under law and in accordance with the organizational mission.
ARTICLE II - MEMBERSHIP
Section 1 - Eligibility for membership: Any person interested in supporting 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 Bylaws Committee and presented to the Executive Board for approval. Membership begins on January 1st and ends on December 31st. 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: 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 be subject to and 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.
ARTICLE III – MEETINGS AND PROCEDURES
Section 1 - Executive Board meetings: Executive Board meetings shall be held monthly, at a minimum, and 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 be designated by the Elections Committee. At the
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first general membership meeting, the Members shall elect Co-Chairs and officers to the Executive Board, receive reports on the activities of the CLCAF, receive 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 3 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.
Section 5 - Quorum: A majority of the Executive Board shall constitute a quorum for all meetings noticed as prescribed by these ByLaws. A quorum is necessary for business transactions to take place and for 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 bylaws.
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 are 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 validly approved action of the Executive Board. All such actions shall be sent to the Secretary to be recorded with the minutes of the proceedings of the Executive Board.
ARTICLE IV - ORDER OF BUSINESS
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1. Roll Call
2. Voting on the Previous Meeting Minutes
3. Reports of Officers, Committees, and Subcommittees
4. Old and 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 the delegation of responsibility to committees. The Executive Board shall consist of ten (10) Members. 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 bylaws 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 Foundation shall maintain a list of approved training providers, which shall be periodically reviewed and updated as necessary. The Foundation shall maintain records documenting each Executive 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 Budget & Operations Committee shall periodically review the effectiveness of this training and make amendments as necessary.
The Executive Board, at its annual retreat, shall establish a budget for the maximum amount of spending the Foundation shall engage in for that calendar year. The budget shall be approved by a majority of the Executive Board and shall not exceed the sum total of the previous year’s fundraising total. The Treasurer shall provide the Executive Board with the fundraising total from the previous calendar year. The Executive Board may raise the budget spending limit if approved by a 2/3 majority of the Board. Executive Board Members shall respect the confidentiality of sensitive information, such as personal identifying information, shared within the organization. Unauthorized disclosure of confidential information may result in disciplinary action. Executive Board Members shall act in the best interests of the organization and avoid conflicts of interest.
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Section 2 - Terms: All Executive Board Members shall serve one-year terms (until successors are elected in January immediately following the January in which they were elected), but are eligible for re-election.
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 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 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 Executive 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 be eligible for re-election until a successor is elected. Election procedures shall be presented by the Executive Board to the general membership annually via electronic mail at least 21 days prior to the election date. Registration for membership 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.
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 Chair’s position, the Executive Board shall appoint a new Co-Chair within 30 days by a 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 5
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 a two-thirds vote.
Section 7 - Absences: Absences from any Executive Board Member shall be in writing via email and received by the Secretary. Any absent Executive Board Member shall still provide a written update to the Executive Board, via email, in advance. An Executive Board Member may be terminated from the Executive Board due to excessive absences during the year. Excessive absences occur when an Executive Board Member misses a combination of three consecutive Executive Board meetings or any 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.
Section 8 - Resignation: Resignation from any Executive Board Member shall be in writing via email and received by the Secretary.
Section 9 - Termination: An Executive Board Member may be terminated from the Executive Board due to violating Article IX Section 1, the CLCAF Code of Conduct Policy, or excessive absences during the year. An Executive Board Member may only be removed by a three-fourths vote of the remaining Executive Board Members.
Section 10 - Departing Executive Board Members: Departing Executive Board Members shall serve on the elections committee to aid, administer, and oversee the following election. All Executive Board Members, including departing Executive Board Members, shall complete an exit memo, the 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 twelve (12) Officers of which ten (10) consist of the Executive Board. The officers shall include two (2) Co-Chairs, Treasurer, Secretary, Communications Director, Policy Director, Events Director, Lobbyist Liaison, Membership Director, and Fellows & Intern Representative. Two officers, 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 fulfill the responsibilities outlined in this Article as well as the duties related to committee assignments in Article VII. All Executive Board Members shall complete an exit memo, the contents of which are determined by the Executive Board on an annual basis and filed on record. This memo must be completed and turned into the Elections Committee 14 days prior to the upcoming election.
(b) The Co-Chairs shall convene and preside at all scheduled Executive Board 6
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 that is contrary to these bylaws or the approved policy of the Executive Board. The Co-Chairs shall call meetings as necessary and in compliance with Article III and organize an annual retreat to develop a strategic plan that outlines the responsibilities of the Executive Board for the year. The Co-Chairs shall check in quarterly with each Executive Board Member on their role, capacity, active projects, and compliance with the responsibilities outlined in the bylaws. 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 & Operations Committee Chair and Internship Committee Chair, 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, maintaining records of electronic Executive Board votes, preserving all records, including but not limited to all archives, documents, and letters produced by the CLCAF, including records developed by committees. The Secretary shall record minutes and shall distribute them to the Executive Board prior to the next Executive Board 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 meeting notices as described in Article III, Section 4. The Secretary shall also serve as the Bylaws Committee Chair, which shall oversee the programs and fulfill the duties outlined in Article VII.
(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 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 a 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. 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.
(e) The Communications Director shall manage, in consultation with the Co-Chairs, the Foundation’s website and social media accounts, and provide content for inclusion in the organizational newsletter. Content produced by the CLCAF shall not
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take a position that is contrary to these bylaws or the approved policy of the Executive Board. The Communications Director shall work in consultation 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 of the Foundation's activities and events. The Communications Director shall send the organizational newsletter to the membership at a minimum once a month. 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 an approved Member(s) representing the Executive Board attends each CLCAF event to fulfill the responsibilities of this section.
(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 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, the Executive Board, and other interested parties. The Membership Director shall coordinate CLCAF’s mentorship program. 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, 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 shall organize and lead CLCAF’s signature Policy Academies Program in collaboration with various other Capitol organizations.
(h) The Events Director shall be the lead organizer on CLCAF events. They shall organize at least 3 events per year, help facilitate, and publicize CLCAF events of other Executive Board Members. The Events Director shall 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 tracking all event expenses and ensuring budget compliance.
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(i) The Lobbyist Liaison shall serve as a liaison between the Executive Board, lobbyists, advocates, and third house staff. The Lobbyist Liaison shall 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 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 and the general membership. The position is open to all individuals who, at the time of election, are participating in a fellowship or internship program in or around the Capitol. The Fellows & Intern Representative, in collaboration with Policy Director, shall collect members’ resumes for inclusion in the Resume Book periodically.
(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 Senior Advisor shall serve at the pleasure of the Executive Board. 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 Legal Counsel shall serve at the pleasure of the Executive Board. 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.
Section 2 - Appointment of Officers. The officers of this Foundation 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. The Executive Board shall appoint annually by a majority vote an individual to serve as an officer to the Executive Board no later than 60 days following the election.
Section 3 - Appointment of Other Officers. The Executive Board may appoint and authorize the Co-Chairs to appoint any other officers that the Foundation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the Co-Chairs. Appointed officers may attend all meetings as prescribed, but shall not vote as Executive Board Members.
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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 bylaws 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 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 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 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 any committee;
(d) Amend or repeal bylaws or adopt new bylaws;
(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.
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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 bylaws 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 shall be kept and 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 bylaws. If the Executive Board has not adopted rules, the committee may do so. All standing committees outlined by the bylaws must meet at minimum once a year.
Section 3 - Standing Committees:
(a) Fundraising Committee, chaired by the Lobbyist Liaison or their designee, who is a Member of the Executive Board. The Committee shall be composed of the Chair of the Committee, one of the Co-Chairs, Treasurer, Events Director, and Senior Advisor, who is a non-voting Member. 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) Bylaws Committee, chaired by the Secretary 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, Policy Director, Fellows & Intern Representative, and Legal Counsel who is a non-voting Member. The committee is responsible for reviewing and updating the Foundation’s bylaws, and overseeing the appeals process outlined in Article IX, Section 6. The Executive Board shall consider and discuss, by July 31st of the following year, any reforms outlined by the Bylaws Committee Recommendation Report if applicable.
(c) Youth Development Committee, chaired by the Membership Director or their designee, who is a Member of the Executive Board. The Committee shall be composed of the Chair of the Committee, Secretary, Policy Director, Events Director, and Fellows & Intern Representative. 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 or their designee, who is a Member of the Executive Board. The Committee shall be composed of the Chair of the Committee, Fellows & Intern Representative, Policy Director, Lobbyist Liaison, and Communications Director. The committee is responsible for coordinating the Annual CLCAF Fellowship Program.
(e) Elections Committee is composed of Members of the Executive Board who have 11
decided not to 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 & Operations Committee shall be chaired by 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, other Co-Chair, Treasurer, Lobbyist Liaison, Secretary, Events Director, and Legal Counsel, who is a non-voting Member. The committee is responsible for creating the organization’s yearly fiscal outlook, maintaining compliance with fiscal outlook, and 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 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 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 Members of any such committee, who may replace any absent Member at any meeting.
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 any committee;
(d) Amend or repeal bylaws or adopt new bylaws;
(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 bylaws concerning meetings and other Executive Board actions,
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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 bylaws. 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 bylaw, shall have the same meaning as in section 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 bylaws, 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 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, including 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. Members shall work collaboratively, promoting open communication and constructive feedback. Disagreements should be handled
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respectfully, and efforts should be made to find common ground for the benefit of the organization.
(b) The Executive Board may prohibit any person including members or non-members 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 the 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 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 violate 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 determine the appropriate disciplinary action. Actions may include verbal or written warnings, probation, suspension, or expulsion from the organization. The Member facing removal shall be notified in writing of the decision and the reasons for the removal, while maintaining the confidentiality of accusers to the furthest extent possible.
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 ByLaws Committee. The Committee shall report to the Executive Board its recommendation on the outcome of the appeal review. The Executive Board shall make a final determination of the
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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
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 Executive Board Members are Board Members 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 Executive 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 before the Executive Board considers 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 Executive 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
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(ii) Results in a benefit to one or more Executive 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).
ARTICLE XIII - AMENDMENTS
Section 1 - Amendments to the Bylaws: These bylaws may be adopted or amended when necessary by a two-thirds (2/3) majority of the Executive Board and a 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: Bylaw 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 bylaw 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 in the next available newsletter.
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