BYLAWS OF THE HELLENIC LAW SOCIETY OF CALIFORNIA
A California Nonprofit Mutual Benefit Corporation
ARTICLE I – NAME, OFFICE, PRINCIPLES, AND PURPOSES
Section 1. Name – The name of this Corporation is and shall be the Hellenic Law Society of California (hereinafter referred to as “the Society“).
Section 2. Office – The Society ‘s principal office shall be located in the City & County of San Francisco in the State of California or in such other place as may be determined from time to time by the Board of Directors.
Section 3. Statement of Principles – It is one of the goals of the Society to preserve and foster an appreciation of Hellenism and Hellenic principles. These principles, which are especially vital for members of the legal profession, including the following:
- A commitment to individual liberty, within an ordered society, reflected in the originally Hellenic idea of democracy;
- A commitment to the rule of law as an instrument of justice in a civilized polity, rather than as the unspirited mechanism of technology or bureaucracy; and
- A love of learning and commitment to preservation of that spirit of free inquiry (particularly into ethical matters) which may as well be named by the term the ancient Hellenes used, i.e., “philosophy,” in its best and broadest sense.
In other words, the motto of the Society, which represents the principles above, is:
LIBERTY, LAW WITH JUSTICE, AND LEARNING.
Section 4. Purposes
The Society‘s principal purposes shall be as stated in the Articles of Incorporation. In addition, a purpose of the Society is to bring together persons connected with the legal profession into a professional association to do the following:
- To advance the highest principles on which our legal system is based as they may benefit the Hellenic culture and society;
- To foster, promote, and uphold the highest standards of professional and ethical conduct among its members;
- To promote fellowship and social interaction;
- To provide a forum for the free exchange of ideas, information, materials, and support related to the practice and understanding of law;
- To provide educational programs for members consistent with continuing legal education standards required by the California Bar Association, thereby improving the standards for higher levels of professional services for the community;
- To identify and encourage selection of qualified candidates for judicial appointments;
- To facilitate referral of clients requiring legal or other services, including the development of a directory of members of this Society;
- To promote and assist law students who are members of this Society in their professional development;
- To participate on a local, state, national and/or international level with other Bar and legal associations; and
- To have and exercise generally all other rights and powers conferred on such a professional association; provided, however, that this Society is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof and is organized solely for nonprofit purposes.
ARTICLE II – DISSOLUTION
This Society is not organized, nor shall it be operated, for pecuniary gain or profit. It does not contemplate the distribution of gains, profits, or dividends to its members and is organized solely for nonprofit purposes. No part of the profits or net income of this Society shall ever inure to the benefit of any officer, director, or employee of the Society. On dissolution, any remaining funds may be distributed to any other nonprofit tax–exempt organization or in any other manner allowed by law. On dissolution, the Society may distribute the Society‘s assets to an organization whose purpose is to support Hellenism and which is exempt from tax as an organization described in IRC Section 501(c)(3). However, nothing herein shall prohibit the ability of the Society to distribute surplus funds, if any, on dissolution to its members on a pro rata basis as permitted by law.
ARTICLE III – MEMBERS
Section 1. Membership and Voting Rights
The Society shall have the following classes of members specified below. Such members shall not be members, as defined by the California Corporations Code $ 5056, but shall have such rights as are prescribed by the Board of Directors. The Board of Directors shall have the power to change the classes of members by a vote of two–thirds of the members serving on the Board. The classes of membership shall be as follows:
Regular Members: Each person desiring to be a regular member of this Society shall:
- Be connected with the legal profession as:
- An attorney licensed to practice law; (b) A judge, whether active or retired; or
- A law school graduate. (2) Be of Hellenic descent, related by family with persons of Hellenic descent, and/or have a deep rooted interest in and passion for Hellenic history, culture, and ideals;
- Reside, work, or be licensed at any time as an attorney in California;
- Support and promote the purposes of the Society; and
- Pay dues in such amounts as may be determined by the Board of Directors.
Associate Members: Persons who do not meet the above requirements for regular membership, but who otherwise wish to become an associate member of this Society shall:
- Be connected to the legal system as: A certified paralegal; A court reporter; or Courtroom personnel.
- Be of Hellenic descent, related by family with persons of Hellenic descent, and/or have a deep rooted interest in and passion for Hellenic history, culture, and ideals; Support and promote the purposes of this Society; and
- Pay dues in such amounts as may be determined by the Board of Directors.
New Attorney/StudentMembers: Individuals who meet the following criteria may be admitted as either new attorney or student members:
- Be enrolled as an active law student within the State of California or elsewhere;
- Be an attorney in their first year of law practice;
- Be of Hellenic descent, related by family with persons of Hellenic descent, and/or have a deep rooted interest in and passion for Hellenic history, culture, and ideals;
- Support and promote the purposes of the Society; and
- Pay dues in such amounts as may be determined by the Board of Directors.
The Board of Directors may refuse any person from becoming a member of any class, or expel a member of any class consistent with legal requirements if a majority of the Board determines that such person does not meet any of the criteria for membership.
Section 2. Dues
Membership dues shall be payable in such amounts and at such times as determined from time to time by the Board of Directors. The Board shall give consideration to Student Members and Regular members who are first-year admittees to the State Bar of California by providing them with a reduced dues requirement than that paid by Regular and Associate members.
ARTICLE IV BOARD OF DIRECTORS
Section 1. General Powers
Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of California, the affairs of the Society shall be managed and all powers shall be exercised by, or under the direction of, a Board of Directors.
Section 2. Number, Tenure and Qualifications
The Society shall have not less than three (3) nor more thirty (30) directors. The exact number of directors at any time within the specified limits shall be fixed by the Board, which shall elect or appoint all directors . Board members shall be appointed from the Regular members class and, to the extent possible, the Board should reflect a cross–section of the Regular membership. The seats on the Board shall be numbered from one (1) to thirty (30) and shall be for staggered terms of three (3) years each so that roughly one–third (1/3) of the seats are voted upon annually. Terms of Directors shall commence on January 1 of the year of incorporation. The initial directors shall be those persons who served as directors of the Hellenic Law Society of Northern California, an unincorporated association, as of December 31, 2021, and such other persons appointed as directors by the incorporator. The initial directors shall be assigned randomly by the incorporator to numbered seats, which shall be divided into one, two, and three years terms initially. At the conclusion of each director‘s term, the appointment of a director to each respective seat shall thereafter be for 3 years. Directors may serve successive terms without limitation. Each director shall hold office until the end of a term or until a successor shall have been elected. The Board may accept a resignation prior to filling that vacancy with a successor. The directors shall annually select from among their number a Chairperson, who shall also serve as President.
Section 3. Regular Meetings
An annual meeting of the Board shall be held without other notice than these Bylaws or by the Board in the last calendar quarter of each year at any place designated from time to time by resolution of the Board or called by the Chairperson. The Chairperson shall, if present, preside at all meetings of the Society.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Chairperson, the Secretary or a majority of the actual directors at a location they designate.
Section 5. Notice of Special Meetings
Notice of any special meeting of the Board shall be given at least forty–eight (48) hours prior thereto delivered either personally or by telephone, including a voice messaging system, or by electronic transmission, or at least four (4) day‘s notice by first class mail subject to waiver of notice as provided in Article X of these Bylaws.
Section 6. Quorum
The Board shall have the power to do all acts necessary to effectuate the purposes of this Society, subject to the limitations and consistent with the provisions of the Articles of Incorporation, the Bylaws, and applicable laws and regulations. Forty percent (40%) of the members of the Board shall constitute a quorum.
Section 7. Manner of Acting
Except as otherwise provided in these bylaws, the Board may take action: (a) by the greater of a majority vote or six (6) of the members of the board at a meeting at which a quorum of board members is present; or (b) by a majority of the Board members without a meeting if a majority of the Board members serving in office consent in writing to such action.
Section 8. Executive Committee
There shall be an Executive Committee of the Board, comprised of all officers. The Executive Committee shall have authority, between meetings of the Board and after reasonable efforts have been made to confer with members of the Board, to take appropriate action on behalf of the Society required by urgent, emergency, or other extraordinary circumstances.
Section 9. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent to such action. Such action by consent shall have the same force and effect as a vote of the Board at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 10. Participation in Meetings by Means of Conference Telephone
Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can at a minimum hear each other, and participation by such means shall constitute presence in person at such meeting.
Section 11. Vacancies
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of any increase in the number of directors shall be filled by a majority of the remaining directors, though less than a quorum.
A director elected to fill a vacancy shall hold office during the unexpired term of his or her predecessor in office and until his or her successor is elected.
No reduction of the authorized number of directors shall have the effect of removing any director before that director‘s term of office expires.
The Board of Directors shall declare a seat on the Board of Directors vacant if the director filling that position fails to attend 4 successive meetings of properly noticed Board meetings without excused absences that are approved by a majority of the Board. Prior to declaring a seat vacant, the Board shall notify the director of the proposed action and the director shall be provided an opportunity to be heard on the proposed action before any such vacancy may be declared.
Section 12. Compensation
Directors shall not receive compensation for their services as members of the Board. Nothing herein shall be construed to preclude any director from serving the Society in any other capacity as an officer, agent, employee, consultant, legal advisor or representative, or otherwise, and receiving reasonable compensation therefor or from receiving reimbursement for reasonable expenses, as may be determined by resolution of the Board.
Section 13. No Interest in Assets
No director shall possess any property right in or to the property of the Society. In the event the Society owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation and these Bylaws.
ARTICLE V – OFFICERS
Section 1. Officers
The officers of the Society shall be a Chairperson of the Board, a President, a Vice President, a Secretary, a Chief Financial Officer (CFO) (also referred to as “Treasurer“), an assistant Chief Financial Officer (Assistant CFO), and such other officers as may be elected or appointed to offices by the Board. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board. One person may hold two or more offices, except that the President may not also concurrently serve as secretary or treasurer, and no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers.
Section 2. Election and Term of Office
The officers of the Society shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors to serve for the subsequent calendar year, but such election shall be subject to any employment contract of any officer. If the election of any officer shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. New offices may be created and filled, and vacancies may be filled, at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been elected, unless otherwise removed.
Section 3. Removal
Subject to the rights, if any, of an officer under any contract of employment, any officer elected or appointed by the Board may be removed by the Board with or without cause, whenever in its judgment the best interests of the Society would be served thereby.
Section 4. Resignation
Any officer may resign at any time by giving written notice to the Society. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Society under any contract to which the officer is a party.
Section 5. Chairperson of the Board
The chairperson shall, if present, preside at all meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. In the absence of the chairperson, the vice–chairperson shall exercise the duties of the chairperson.
Section 6. President and Vice President
The Chairperson shall also serve as the President of the Society. The President shall be chief executive officer and shall have general supervision, direction and control of the business of the Society. The President shall preside at all members‘ meetings. In the absence of the President, the Vice President shall fulfill the duties of the President.
Section 7. Secretary
The Secretary shall be responsible for the mailing or emailing of notices and see to the proper recording of proceedings of meetings of the Society. The Secretary shall automatically become Chief Financial Officer (CFO) if there is a vacancy not filled by the Assistant CFO, if the CFO is unable to perform his or her duties and there is no Assistant CFO, or if the Society has not elected a new CFO and there is not Assistant CFO.
Section 8. Chief Financial Officer (CFO)
The CFO shall be responsible for the Society ‘s funds and financial records. The CFO shall collect and report, or supervise collection and reporting, of all income and expenditures, shall establish proper accounting procedures for the handling of the Society ‘s funds, and shall be responsible for the keeping of the funds in such banks as approved by the Board. The Treasurer is specifically empowered to secure appropriate insurance as is necessary to safeguard the Society, its Board of Directors, officers, and members from exposure to liability. The CFO shall report on the financial condition of the Society at meetings of the Board and members and at other times when called upon by the chairperson.
At the end of each fiscal year, the CFO shall prepare, or cause to be prepared, an annual report to the Board. At the expiration of the CFO‘s term of office, or upon removal or resignation, the CFO shall immediately deliver over to the person designated by the President all books, money and other property in his or her charge.
The Assistant CFO shall assist the CFO as the CFO may request and, in the event that the CFO is unable or unwilling or not available to perform his or her duties as CFO, the Assistant CFO shall assume the duties of the CFO.
ARTICLE VI – ADVISORY BOARD
The Society may have an Advisory Board, comprised of respected persons appointed by the Board of Directors. The Advisory Board shall consult with and provide guidance, advice, and expertise to the Board of Directors as to all matters affecting the Society. Advisory Board members may attend Board of Director meetings and participate in discussions.
ARTICLE VII – FISCAL YEAR
The fiscal year of the Society shall be January through December.
ARTICLE VIII – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AGENTS
The Society may, to the extent allowed by applicable state and federal laws, indemnify and hold harmless its officers, directors, agents and employees from and against any and all claims, actions, proceedings, whether threatened, pending or completed, brought by reason of their respective position with or relationships to the Society, including without limitation, all reasonable attorneys‘ fees, costs and other expenses incurred in establishing a right to indemnification under this Article.
ARTICLE IX – BOOKS AND RECORDS
The Society shall keep at its principal office correct and complete books and records of account, written minutes of the proceedings of its meetings, the original or a copy of the Articles and Bylaws as amended to date, and a record giving the names and addresses of all directors and advisory members. All books and records of the Society may be inspected by any director or his or her agent or attorney at any reasonable time for any purpose reasonably related to the director‘s interests as such.
ARTICLE X – WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the California Nonprofit Corporation Law or under the provisions of the Articles of Incorporation or by the Bylaws of the Society, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, which is made a part of the minutes, shall be deemed equivalent to the giving of such notice.
ARTICLE XI – RULES OF ORDER
The Board of Directors may establish such rules of procedure as are agreed upon by a majority of the members of Board. In the event a dispute on which the Board cannot agree arises, then the rules contained in Democratic Rules of Order (www.democraticrules.com), as may be revised from time to time, shall govern the Society in all cases in which they are applicable, and in which they are not inconsistent with these Bylaws, the Articles of Incorporation, or then–existing laws.
ARTICLE XII – AMENDMENTS TO BYLAWS
New bylaws may be adopted, or these bylaws may be amended or repealed, by an affirmative vote of a majority of the members of the Board of Directors at a meeting duly called for that purpose. A copy of the proposed amendment or new bylaws shall be included in the notice of meeting given to each Director prior to the meeting.