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AMENDED AND RESTATED BYLAWS
OF THE GEORGIA ASIAN PACIFIC AMERICAN BAR ASSOCIATION, INC. (a Georgia nonprofit corporation) ARTICLE I NAME, PRINCIPAL OFFICE AND PURPOSE Section 1.1 Name. The name of this
nonprofit corporation shall be "The Georgia Asian
Pacific American Bar Association, Inc." (the
"Association") The complete
name of the Association shall be used in all
transactions of official business of the
Association.Section 1.2 Registered Office and
Agent. The registered office of the Association
shall be located in the State of Georgia and the
Association shall at all times maintain a registered
agent at the address of the registered office.
Section 1.3 Purposes. The purposes of the
Association are to promote professional development and
fellowship among Asian Pacific American attorneys and
to encourage civic participation for all Asian Pacific
Americans.Section 1.4 Tax Exempt Status. The
Association shall be operated exclusively for business
league purposes within the meaning of Section 501(c)(6)
of the Internal Revenue Code of 1986, as amended, or
any corresponding provision of any future U.S. internal
revenue law (the "Code"). In
furtherance of these purposes, the Association shall
act, and shall take such actions to ensure compliance
with its tax exempt status under the Code. The
Association is not organized and shall not be operated
for profit or organized to engage in any activity
ordinarily carried on for profit. No part of the
property or the net earnings of the Association shall
inure to the benefit of, or be distributable to, any of
its directors, officers, or other private persons,
except that the Association shall be authorized and
empowered to pay reasonable compensation for services
rendered and to make payments in furtherance of the
purposes set forth herein. The Association shall be
primarily supported by membership dues and other income
from activities substantially related to business
league purposes under Section 501(c)(6) of the Code.
Notwithstanding any other provisions of these Amended
and Restated Bylaws (the
"Bylaws"), the Association
shall not carry on any activities not permitted to be
carried on by a corporation exempt from Federal income
tax under Section 501(c)(6) of the Code.
ARTICLE II
MEMBERSHIP AND DUES Section 2.1 Eligibility. Membership
in the Association shall be open to all persons who
meet the requirements of Section 2.2 below and who
support the purposes of the Association as stated above
in Section 1.3. Membership shall be granted upon
receipt of annual membership dues, which dues shall be
determined each calendar year by the Board of Directors
("Dues").Section 2.2 Membership Classes. The
Association shall have two classes of membership, as
follows:
Section 2.3 Requirements for Membership.
Membership shall be limited to those who are eligible
pursuant to Section 2.1 and are current in their Dues.
Section 2.4 Annual Meeting. The General
Members shall have an annual meeting at a place within
the State of Georgia at a time determined by the Board
of Directors. At the annual meeting, the President and
Treasurer shall report on the activities and financial
condition of the Association.Section 2.5 Special Meeting. Special
meetings of the General Members may be called by the
Board of Directors, any Officer, or at the written
request of fifteen percent (15%) of the General
Members.Section 2.6 Notice of Meetings. All
meetings of the General Members shall require at least
ten (10) days advance notice, but not more than (60)
days advance notice, stating the time, place and
purpose of any meeting. Notices may be sent via
facsimile transmission, mail, or any other reasonable
means which the Board of Directors deems appropriate.
Notices of special meetings shall include a description
of the matter or matters for which the meeting is
called.Section 2.7 Termination of
Membership. Membership of any General Member or
Law Student Member shall terminate upon (i) resignation
by such General Member or Law Student from membership
in the Association upon oral or written notice at any
time to any member of the Board of Directors;
provided, however, that such General
Member or Law Student Member shall not be entitled to
any reimbursement of any Dues paid by such General
Member or Law Student Member theretofore, or (ii)
without notice upon the failure of such General Member
or Law Student Member to remit his or her Dues to the
Association within sixty (60) days after the date of
notice for such Dues. The Board of Directors may
suspend or terminate the membership of any General
Member or Law Student Member upon written notice in the
event that such General Member or Law Student Member no
longer meets the requirements of this Article.
ARTICLE III
BOARD OF DIRECTORS Section 3.1 General Powers. The
property, affairs, and business of the Association
shall be managed and directed by its Board of
Directors. The Board of Directors shall set policy,
appoint officers, and perform its duties as set forth
herein.Section 3.2 Number, Term. The Board
of Directors shall be composed of no less than five and
no more than thirty members (each, a
"Director"), as such number
may be determined from time to time by the Board of
Directors. Directors shall be divided into two groups,
as nearly equal in number as possible, serving two-year
terms, and the terms of office of half of the Directors
shall expire each year. Whenever the Board of Directors
shall by resolution increase or decrease the number of
Directors, such increase or decrease shall be arranged
so that, as nearly as possible, the terms of office of
one half of the Directors shall continue to expire each
year thereafter. Directors shall be elected by a vote
of two thirds of the Directors then in office and whose
directorships are not subject to expiration in such
year. The term of office of each Director shall
commence upon the election of each applicable
Director.Section 3.3 Resignation, Removal,
Vacancies. A Director may resign at any time. A
Director may be removed, with or without cause, upon
the majority vote of the General Members or upon the
vote of two-thirds of the Directors then in office. In
the event of the resignation, removal or other vacancy
of a Director, said directorship shall be deemed
vacated and may be filled by a person designated by the
Board of Directors, if any.Section 3.4 Location and Conduct of
Meetings and Minutes. The Board of Directors may
hold meetings, both regular and special, either within
or without the State of Georgia. The minutes of any
meeting shall be taken by the Secretary and be
available to the General Members.Section 3.5 Annual Meetings. The
annual meeting of the Board of Directors for the
purpose of electing Directors and Officers and
transacting such other business as may be brought
before the meeting shall be held each year, but in no
event shall the annual meeting be held later than 12
months after the previous annual meeting.Section 3.6 Qualifications of
Directors. In considering potential Directors, the
Board of Directors shall be guided, but not bound, by
the purposes and strategic interests of the Association
as follows:
Section 3.7 Other Meetings. Regular
meetings of the Board of Directors may be held at such
time and at such place as may be determined by the
Board of Directors. Special meetings of the Board of
Directors may be called by the President or by any two
members of the Board of Directors.Section 3.8 Notice of Meetings.
Notice of the time and place of all such meetings shall
be given to each member of the Board of Directors by
telephone, mail, fax or e-mail, in person or by other
reasonable means at least two days before the meeting.
Any member of the Board of Directors may execute a
waiver of notice either before or after any meeting,
and shall be deemed to have waived notice if he or she
is present at such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the
Board of Directors need be stated in the notice or
waiver of notice of such meeting.Section 3.9 Quorum. At all meetings
of the Board of Directors, a majority of Directors in
office at any time shall constitute a quorum for the
transaction of business, and the act of a majority of
the voting Directors present at a meeting where there
is a quorum present shall be the act of the Board of
Directors, except as may be otherwise specifically
provided by law, by the Articles of Incorporation, or
by these Bylaws. Each Director shall have one equal
vote.Section 3.10 Committees. The Board of
Directors, by resolution adopted by the majority of the
Directors, may designate one or more committees, each
of which shall consist of at least one Director and may
include such number of General Members as the Board of
Directors may determine. Any such committee, to the
extent provided in the resolution, shall provide
recommendations for action to be voted upon by the
Board of Directors and, to the extent provided in the
resolution, shall have and may exercise the powers of
the Board of Directors. The President of the
Association shall appoint the members and chairperson
of such committee with approval of the Board of
Directors. Any member thereof may be removed by the
President whenever in the President's judgment, the
best interest of the Association shall be served by
such removal. The designation and appointment of any
such committee and the delegation of authority thereto
shall not operate to relieve the Board of Directors, or
Officers, or any Director, of any responsibility
imposed by law. Vacancies in the membership of any
committee may be filled by appointments made in the
same manner as provided for in the case of original
appointments. Unless otherwise provided in the
resolution of the Board of Directors designating a
committee, a majority of the members of the committee
shall constitute a quorum and the act of a majority of
the members present at a meeting at which a quorum is
present shall be the act of the committee.Section 3.11 Consent of Directors.
Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of
Directors thereof may be taken without a meeting, if a
majority of the Board of Directors consents thereto in
writing, setting forth the action so taken, and the
writing or writings are filed with the minutes of the
proceedings of the Board. Such consent shall have the
same force and effect as an affirmative vote of the
Board of Directors.Section 3.12 Compensation of
Directors. Directors shall not be entitled to any
compensation for their services as Directors or members
of any committee of the Board of Directors, except that
by resolution of the Board of Directors, a Director
shall be allowed reimbursement for any reasonable
expenses incurred on behalf of the Association and
expenses, if any, for attendance at each meeting of the
Board.
ARTICLE IV
OFFICERS Section 4.1 Number and Qualifications of
Officers. The officers of the Association shall
include a President, a Vice President, a Secretary and
a Treasurer, and such other positions as created from
time to time by the Board of Directors (each, an
"Officer" and collectively,
"Officers").Section 4.2 Election and Term of
Office. Officers shall be appointed by the Board
of Directors, provided that all Officers explicitly
designated under Section 4.3 herein shall be chosen
from among the Directors. The Board of Directors may,
in its sole discretion, create and appoint additional
Officers from among the Board of Directors or the
General Members. Officers shall serve for a term of one
year unless removed pursuant to Section 4.6 or their
successors are appointed. Section 4.3
Duties. The duties of the officers shall
include the following:
Section 4.4 Compensation of Officers.
Officers shall not be entitled to any compensation for
their services as Officers, except that by resolution
of the Board of Directors, an officer shall be allowed
reimbursement for any reasonable expenses incurred on
behalf of the Association and expenses, if any, for
attendance at each meeting of the officers.Section 4.5 Resignations. Any Officer
may resign such position at any time, such resignation
to be made in writing and to take effect from the time
of its receipt by the Association, unless some other
time may be fixed in the resignation, and then from
that date. If an Officer resigns, said Officer will be
deemed to resign his or her position on the Board of
Directors, if any; and if a Director resigns, said
Director shall be deemed to resign his or her position
as an Officer, if any. Acceptance of the resignation by
the Board of Directors shall not be required to make it
effective.Section 4.6 Removal. One or more or
all Officers may be removed with or without cause by
the affirmative vote of a majority of the Board of
Directors.Section 4.7 Filling Vacancies. If the
office of any Officer becomes vacant by reason of
death, resignation, disqualification or otherwise, the
remaining members of the Board of Directors, although
less than a quorum, by a majority vote may choose a
successor or successors who shall hold office for the
unexpired term.
ARTICLE V
LIABILITY AND INDEMNIFICATION Section 5.1 The members of the Association
shall not be personally liable for the debts,
liabilities or obligations of the Association. Section 5.2 Actions Against Directors.
The Association shall indemnify, to the fullest extent
permitted by the Georgia Nonprofit Corporation Code,
and if applicable, Section 4941 of the United States
Internal Revenue Code of 1986, as amended, any
individual made a party to a proceeding because such
individual is or was a Director, against liability
incurred in the proceeding, if such individual acted in
a manner such individual believed in good faith to be
or not opposed to the best interests of the Association
and, in the case of any criminal proceeding, such
individual had no reasonable cause to believe such
individual's conduct was unlawful. For purposes of
this Article, the terms "party,"
"proceeding," "director" and
"liability" shall have the meanings given to
them in the provisions of the Georgia Nonprofit
Corporation Code which govern the indemnification of
directors. Section 5.3 Advance for
Expenses of Directors. The Association shall pay
for or reimburse the reasonable expenses incurred by a
Director who is a party to a proceeding, in advance of
final disposition of the proceeding, if:
ARTICLE VI
GENERAL PROVISIONS Section 6.1 Execution of Instruments.
All checks or demands for money and notes of the
Association shall be signed by such office or officers
or such other person or persons as the Board of
Directors or President may from time to time
designate.Section 6.2 Fiscal Year. The Fiscal
Year of the Association shall begin on January 1 and
end December 31 of each year, with the initial fiscal
year to commence on the date of incorporation.Section 6.3 Authorization for
Expenditures. Expenditures of up to One Hundred
and Fifty Dollars ($150.00) may be authorized with the
consent of both the President and Treasurer.
Expenditures in excess of One Hundred Fifty Dollars
($150.00) must be approved by a majority of the Board
of Directors.
ARTICLE VII
AMENDMENT OF BYLAWS Section 7.1 The Bylaws may be amended,
repealed, or altered in whole or in part, and new
Bylaws may be adopted, by a two-thirds vote of the
Directors entitled to vote at any meeting of the Board
of Directors, duly called and at which a quorum is
present.The foregoing Amended and Restated Bylaws
were duly adopted by the Board of Directors of the
Association as of December 2, 2003.
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