Founding Documents

AMENDED BYLAWS (Effective October 9, 2025)

Amended and Restated Bylaws of

South Asian Bar Association of San Diego

(A California Nonprofit Mutual Benefit Corporation)

Table of Contents

ARTICLE 1 NAME 8
Section 1.1 Corporate Name 8
ARTICLE 2 OFFICES 8
Section 2.1 Principal Office 8
Section 2.2 Other Offices 8
ARTICLE 3 PURPOSES 8
Section 3.1 General Purpose 8
ARTICLE 4 MEMBERSHIPS 8
Section 4.1 Classification and Voting Members 8
4.1.1 General Members 9
4.1.2 Special Members 9
Section 4.2 Fees, Dues and Assessments 9
Section 4.3 Termination of Membership 9
Section 4.4 Suspension or Expulsion of a Member. 9
ARTICLE 5 MEETINGS OF THE MEMBERS 9
Section 5.1 Place of Meeting 9
Section 5.2 Annual Meetings of Members 10
Section 5.3 Regular Meetings of Members 10
Section 5.4 Special Meetings of Members 10
Section 5.5 Notice of Member Meetings 10
Section 5.6 Manner of Notice 11
ARTICLE 6 QUORUM OF MEMBERS 11
ARTICLE 7 VOTING OF MEMBERS 11
Section 7.1 Eligibility to Vote 11
Section 7.2 Manner of Voting 11
Section 7.3 Approval by Majority Vote 12
ARTICLE 8 RECORD DATE 12
Section 8.1 Record Date for Notice 12
ARTICLE 9 BOARD OF DIRECTORS 12
Section 9.1 Powers and Duties of the Board of Directors 12
Section 9.2 Number and Qualifications 12
9.2.1 Number 12
9.2.2 Qualifications 12
Section 9.3 Delegation 13
Section 9.4 Terms; Election of Successors 13
Section 9.5 Nominations of Directors; Voting 13
9.5.1 Elections. 13
9.5.2 Solicitation of Votes 13
9.5.3 Counting of Ballots; Installation 14
9.5.4 Events Causing Vacancy 14
9.5.5 Removal 14
9.5.6 No Removal on Reduction of Number of Directors 14
9.5.7 Resignations 14
9.5.8 Election to Fill Vacancies 14
Section 9.6 Meetings of the Board 14
Section 9.7 Notice of Meetings 15
9.7.1 Manner of Giving Notice 15
9.7.2 Time Requirements 16
9.7.3 Notice Contents 16
Section 9.8 Place of Board Meetings 16
9.8.1 Meetings by Telephone or Similar Communication Equipment 16
Section 9.9 Quorum and Action of the Board 16
9.9.1 Quorum 16
9.9.2 Minimum Vote Requirements for Valid Board Action 16
9.9.3 When a Greater Vote Is Required for Valid Board Action 16
Section 9.10 Waiver of Notice 17
Section 9.11 Adjournment 17
Section 9.12 Notice of Adjournment 17
Section 9.13 Conduct of Meetings 17
Section 9.14 Action Without Meeting 17
Section 9.15 Non-Liability of Directors 18
ARTICLE 10 COMMITTEES 18
Section 10.1 Committees of Directors 18
Section 10.2 Meetings and Action of Board Committees 19
Section 10.3 Quorum Rules for Board Committees 19
Section 10.4 Revocation of Delegated Authority 19
Section 10.5 Advisory Committees 19
ARTICLE 11 OFFICERS 19
Section 11.1 Officers 19
Section 11.2 Appointment of Officers 20
Section 11.3 Removal of Officers 20
Section 11.4 Resignation of Officers 20
Section 11.5 Vacancies in Offices 20
Section 11.6 Responsibilities of Officers 20
11.6.1 Chairperson of the Board 20
11.6.2 President 21
11.6.3 Vice-President 21
11.6.4 Secretary 21
11.6.5 Treasurer 21
11.6.6 Additional Officers 21
Section 11.7 Compensation and Expenses 21
ARTICLE 12 TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR OFFICERS 21
Section 12.1 Transactions with Directors and Officers 22
12.1.1 Interested Party Transactions 22
12.1.2 Requirements to Authorize Interested Party Transactions 22
12.1.3 Material Financial Interest 22
Section 12.2 Loans to Directors and Officers 22
Section 12.3 Interlocking Directorates 23
Section 12.4 Duty of Loyalty; Construction with ‎ARTICLE 13 23
ARTICLE 13 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS 23
Section 13.1 Indemnification 23
Section 13.2 Insurance 23
ARTICLE 14 CORPORATE RECORDS, REPORTS AND SEAL 24
Section 14.1 Minute Book 24
Section 14.2 Books and Records of Account 24
Section 14.3 Articles of Incorporation and Bylaws 24
Section 14.4 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns 24
Section 14.5 Annual Report; Books and Records 24
Section 14.6 Directors’ Rights of Inspection 24
Section 14.7 Corporate Seal 24
ARTICLE 15 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS 25
Section 15.1 Execution of Instruments 25
Section 15.2 Checks and Notes 25
Section 15.3 Deposits 25
Section 15.4 Gifts 25
ARTICLE 16 CONSTRUCTION AND DEFINITIONS 25
ARTICLE 17 AMENDMENTS 25
Section 17.1 Amendment by the Board 25
Certificate of Secretary 27

NAME

Corporate Name
The name of this corporation is South Asian Bar Association of San Diego (the “Association”).

OFFICES

Principal Office
The principal office of the Association may be established at any place in the State of California or otherwise that the Board may determine from time to time.

Other Offices
The Board may at any time establish branches or subordinate offices at any place or places where the Association is qualified to transact business.

PURPOSES

General Purpose
The Association is a nonprofit mutual benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Mutual Benefit Corporation Law of California (“California Nonprofit Corporation Law”) for lawful purposes.

MEMBERSHIPS

Classification and Voting Members
The membership of the Association (the “Membership”) shall consist of the following members as provided by these Bylaws (each, a “Member”):

General Members
All attorneys in good standing with the California State Bar or any bar in any state of the United States, all related legal professionals such as paralegals, legal secretaries, law students, previously admitted attorneys (except those disbarred for misconduct, as determined by the Board in its sole discretion), and foreign attorneys are eligible to apply for Membership. Such members (“General Members”) shall have full voting powers and will be eligible to serve as officers and members of the Board.

Special Members
The Board may establish additional special classes of Membership from time to time with specified benefits.

Fees, Dues and Assessments
The dues of Members, if any, shall be established and assessed by the Board, and collected by the Association.

Termination of Membership
The Membership of any Member of any classification shall terminate upon occurrence of any of the following events:

The death or resignation of the Member;

The occurrence of any event which renders such Members ineligible for Membership or failure to satisfy Membership qualifications, as determined by the Board in its sole discretion;

The expulsion of the Member by the Association, as determined by the Board in its sole discretion.

Suspension or Expulsion of a Member.
A Member may be suspended or expelled by the Board in its sole discretion, including (but not limited to) if the Member has failed in a material and serious degree to observe the Association’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association.

MEETINGS OF THE MEMBERS

Place of Meeting
Meetings of the Members shall be held remotely or at the principal place of business of the Association or at such other place as may be designated by the Board.

Annual Meetings of Members
The annual meeting of the Members (the “Annual Meeting”) shall be held at such time as the Board may fix. At the Annual Meeting, Directors shall be elected and any other proper business may be transacted, subject to Section 5.5 of these Bylaws.

Regular Meetings of Members
Regular meetings of the Members shall be held at the dates and places determined by the Board.

Special Meetings of Members
A special meeting of the Members of any lawful purpose (“Special Meeting”) may be called at any time by: (1) the Board, (2) the President, (3) the Chairperson, or (4) fifteen percent (15%) or more of the voting Members.

In order for a Special Meeting to be called under this ‎Section 5.4, written notification must be delivered to the President specifying the general nature of the business proposed to be transacted. Once such notification is received, the President shall cause notice to be properly given to the Members entitled to vote, in accordance with the provisions of California Corporations Code Section 7511.

No business, other than the business the general nature of which is set forth in the notice of the meeting, may be transacted at a special meeting.

Notice of Member Meetings
Whenever Members are required or permitted to take any action at a meeting, written notice of the meeting shall be sent or otherwise given in accordance with Section 5.6 to each Member entitled to vote. The notice shall specify the place (including if such meeting is held remotely), date and hour of the meeting and:

in case of a Special Meeting, the general nature of the business to be transacted; or

in the case of the Annual Meeting, those matters which the Board, at the time of giving notice, intends to present for action by the Members and any proper matters to be presented at the meeting.

Subject to ‎ARTICLE 6, the Members present at such meeting must approve the following matters by a 2/3rd majority of those entitled to vote. Such vote shall be valid so long as the notice of a meeting or a written waiver of notice executed by absent Members states the general nature of the proposal(s):

Removing a director without cause;

Amending the Articles of Incorporation;

Approving a contract for a transaction in which a Director has a material financial interest;

Electing to wind up or dissolve the Association; or,

Approving a plan of distribution of assets, other than cash, not in accordance with liquidation rights of any class or classes as specified in the Articles of Incorporation or these Bylaws, when the Association is in the process of winding up.

Manner of Notice
Notice of any meeting of Members shall be given personally, by electronic transmission, or by mail or other means of written communication, in each case, in accordance with the provisions of California Corporations Code Section 7511.

QUORUM OF MEMBERS
The presence (in person or remotely) of 15% of the Members entitled to cast a vote shall constitute a quorum for the transaction of business.

VOTING OF MEMBERS

Eligibility to Vote
Subject to the provisions of the California Nonprofit Corporation Law, Members entitled to vote at any meeting shall be active Members in good standing as of the record date determined under Article 8.

Manner of Voting
Votes may be taken by voice, by shown hands or by ballot. Members shall have no rights to accumulate their votes. Each Member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Members.

Approval by Majority Vote
If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting entitled to vote and voting on any matter, shall be the act of the Members, unless the vote of a greater number is required by the California Nonprofit Corporation Law.

RECORD DATE

Record Date for Notice
The “record date” for purposes of determining which Members are entitled to receive notice of any meeting, to vote, to give consent, or to take any other action shall be determined by the Board, in accordance with the California Nonprofit Corporation Law.

BOARD OF DIRECTORS

Powers and Duties of the Board of Directors
Subject to the provisions of the Articles of Incorporation, California Nonprofit Corporation Law and any other applicable laws, the Association’s board of directors (the “Board”) shall have general power to control and manage the affairs and property of the Association subject to applicable law and in accordance with the purposes and limitations set forth in the articles of incorporation of the Association (the “Articles of Incorporation”) and these bylaws (“Bylaws”). The Board may exercise all other powers necessary to manage the affairs and further the purposes of the Association in conformity with the Articles of Incorporation and these Bylaws. The Association shall otherwise take no action which would result in the loss of its eligibility for tax exemption under Section 501(c)(6) of the Internal Revenue Code or Section 23701(e) of the Revenue and Taxation Code of California.

Number and Qualifications

Number
The authorized number of directors of the Association (“Directors”) shall be not less than three (3) or more than thirteen (13). The exact authorized number of Directors, within these limits, shall be fixed from time to time by resolution of the Board.

Qualifications
All Directors must be Members in good standing. A majority of the Directors must be attorneys in good standing with the California State Bar.

Delegation
The Board may delegate the management of the activities of the Association to any person or persons, management company or committee however composed, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Terms; Election of Successors
Directors shall be elected at each annual meeting of the Membership for one (1) year terms. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which the Director was elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law. By a majority vote, the Board may extend a Director’s term and/or arrange for the Directors’ terms to be staggered.

Nominations of Directors; Voting

Elections.
A candidate for the Board may be nominated by any Member in good standing at the time of nomination by submitting the name of such candidate to the President prior to the Annual Meeting or Special Meeting. All candidates for the Board must be from amongst Members in good standing at the time of nomination and must have consented to the nomination. Elections for the Board shall be conducted at the Annual Meeting or Special Meeting, provided that notice of the meeting is provided by the Secretary to all Members eligible to vote as required by these Bylaws, the Articles of Incorporation and the California Nonprofit Corporation Law. Nominations may also be made from the floor at any Annual Meeting or Special Meeting.

Solicitation of Votes
The Board shall formulate procedures that allow (a) a reasonable opportunity for a candidate to communicate to Members the candidate’s qualifications and reasons for the candidate’s candidacy, (b) a reasonable opportunity for all candidates to solicit votes, and (c) a reasonable opportunity for all Members to choose among candidates.

Counting of Ballots; Installation
Each Member qualified to vote may do so at the meeting during which elections are conducted. The then-current Secretary shall tally the votes. Candidate receiving the highest number of votes for each vacancy to be filled shall be elected as a Director. There shall be no cumulative voting. A tie shall be decided by conducting a second vote between the tied candidates, where the candidate with the most votes shall be elected as a Director.

Events Causing Vacancy
A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or
Directors are to be elected, to elect the full authorized number of Directors.

Removal
The Board may, by resolution, declare vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law, or no longer meets the qualification requirements.

No Removal 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 unless the reduction also provides for the removal of that specified Director in accordance with these Bylaws and California Nonprofit Corporation Law.

Resignations
Except as provided in this Section ‎9.5.7, any Director may resign by giving written notice to the Chairperson, the President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. No Director may resign if the Association would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney General (the “Attorney General”).

Election to Fill Vacancies
If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by appointing an additional Director as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional Directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director.

Meetings of the Board
Regular meetings of the Board shall be held no less than six (6) times a year at such time and place as the Board shall designate, with at least one week prior notice by the Chairperson or the President, as applicable. Special meetings of the Board may be called by the Chairperson, the President, the Vice-President, the Secretary, or any two Directors, as applicable, upon prior notice of at least five (5) days. Any regular or special meetings of the Board may be held remotely, 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.

Notice of Meetings

Manner of Giving Notice
Except when the time and place of a regular meeting is set by the Board by resolution in advance (as permitted by ‎Section 9.6), notice of the time and place of all regular and special meetings shall be given to each Director by one of the following methods:

Personal delivery of oral or written notice;

First-class mail, postage paid;

Telephone, including a voice messaging system or other system or technology designed to record and communicate messages; or

Electronic mail (“e-mail”), text message, or other means of electronic transmission if the recipient has not opted out of accepting notices in this manner.

All such notices shall be given or sent to the Director’s address, phone number or e-mail address as shown on the records of the Association. Any oral notice given personally or by telephone may be communicated directly to the Director or to a person who would reasonably be expected to promptly communicate such notice to the Director. Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time and place of more than one regular meeting.

Time Requirements
Notices sent by first-class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, voice messaging system or other system or technology designed to record and communicate messages, text message, e-mail or other electronic transmission shall be delivered at least 48 hours before the time set for the meeting.

Notice Contents
The notice shall state the time and place for the meeting (including if held remotely), except that if the meeting is scheduled to be held at the principal office of the Association, the notice shall be valid even if no place is specified. The notice need not specify the purpose of the meeting unless otherwise required by these Bylaws.

Place of Board Meetings
Regular and special meetings of the Board may be held in any manner (including remotely) and at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or, if there is no notice, designated by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Association.

Meetings by Telephone or Similar Communication Equipment
Any meeting may be held by video conference, telephone or other communications equipment permitted by California Nonprofit Corporation Law, as long as all Directors participating in the meeting can communicate with one another and all other requirements of California Nonprofit Corporation Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.

Quorum and Action of the Board

Quorum
A majority of Directors then in office (but no fewer than two Directors or one-fifth of the authorized number in Section ‎9.2.1, whichever is greater) shall constitute a quorum for the transaction of business, except to adjourn as provided in ‎Section 9.11.

Minimum Vote Requirements for Valid Board Action
Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by California Nonprofit Corporation Law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.

When a Greater Vote Is Required for Valid Board Action
The following actions shall require a vote by a majority of all Directors then in office in order to be effective:

Approval of contracts or transactions in which a Director has a direct or indirect material financial interest as described in ‎Section 12.1 (provided that the vote of any interested Director(s) is not counted);

Creation of, and appointment to, Committees (but not advisory committees) as described in ‎Section 10.1; and

Waiver of Notice
A director who does not receive proper notice of any Board meeting may waive such notice in accordance with Section 5211 of the California Nonprofit Corporation Law. The waiver of notice or consent does not need to specify the purpose of the meeting. Directors can protest the lack of notice only by presenting a written protest to the Secretary either in person, by first-class mail addressed to the Secretary at the principal office of the Association as contained on the records of the Association as of the date of the protest, or by facsimile addressed to the facsimile number of the Association as contained on the records of the Association as of the date of the protest, in each case, within 10 days after the Board meeting.

Adjournment
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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 the adjournment.

Conduct of Meetings
Meetings of the Board shall be presided over by the Chairperson, or, if there is no Chairperson or the Chairperson is absent, the President or, if the President and Chairperson are both absent, by the Vice-President or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the Directors present at the meeting. The Secretary shall act as secretary of all meetings of the Board, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles, or with any provisions of law applicable to the Association.

Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all Members of the Board, individually or collectively, consent in writing to the action. For the purposes of this ‎Section 9.14 only, “all Members of the Board” shall not include any “interested Director” as defined in section 5233 of the California Nonprofit Corporation Law. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the Association’s corporate records or made a part of the minutes of the Board’s meetings. Such written consent or consents shall be attached to the minutes of the proceedings of the Board meeting immediately following such action.

Written consent may be transmitted by first-class mail, messenger, courier, e-mail or any other reasonable method satisfactory to the Chairperson or the President.

Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.

COMMITTEES

Committees of Directors
The Board may, by resolution adopted by a majority of the Directors then in office, create one or more Board Committees (“Committees”), including an executive committee, each consisting of two or more Directors, to serve at the discretion of the Board. Any Committee, to the extent provided in the resolution of the Board, may be given the authority of the Board except that no Committee may:

approve any action for which the California Nonprofit Corporation Law also requires approval of the Members or approval of a majority of all Members;

fill vacancies on the Board or in any Committee which has the authority of the Board;

amend or repeal Bylaws or adopt new Bylaws;

amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;

appoint any Officers, other Committees or the Members of any Committees;

expend corporate funds to support a candidate for Director after more persons have been nominated than can be elected; or

approve any transaction (i) between the Association and one or more of its Directors or (ii) between the Association and any entity in which one or more of its Directors have a material financial interest.

Meetings and Action of Board Committees
Meetings and action of Committees shall be governed by, and held and taken in accordance with, the provisions of ‎ARTICLE 5 concerning meetings of Directors, with such changes in the context of ‎ARTICLE 5 as are necessary to substitute the Committee and its Members for the Board and its Members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules.

Quorum Rules for Board Committees
A majority of the Committee Members shall constitute a quorum for the transaction of Committee business, except to adjourn. A majority of the Committee Members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Every act taken or decision made by a majority of the Committee Members present at a meeting duly held at which a quorum is present shall be regarded as an act of the Committee, subject to the provisions of the California Nonprofit Corporation Law relating to actions that require a majority vote of the entire Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Committee Members, if any action taken is approved by at least a majority of the required quorum for that meeting.

Revocation of Delegated Authority
The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee, increase or decrease the number of Members of a Committee, and fill vacancies in a Committee from the Members of the Board.

Advisory Committees
The Board may create one or more advisory committees to serve at the pleasure of the Board. Appointments to such advisory committees need not, but may, be Directors. The Board shall appoint and discharge advisory committee Members. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

OFFICERS

Officers
The officers of the Association (“Officers”) shall be either a President or a Chairperson, or both, a Secretary, a Vice-President, and a Treasurer or chief financial officer, or both. Other than the Chairperson, these persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers, who need not be Directors, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section ‎11.6.6. Any number of offices may be held by the same person, except that the Secretary, the Treasurer and the chief financial officer (if any) may not serve concurrently as either the President or the Chairperson.

Appointment of Officers
The Officers, except those appointed in accordance with Section ‎11.6.6, shall be appointed by a majority of the Board at the Annual Meeting for a term of one year, and each shall serve at the discretion of the Board until his or her successor’s appointment, or his or her earlier resignation or removal. Officers may be appointed for two (2) consecutive terms.

Removal of Officers
Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by the Board, at any regular or special meeting of the Board, or at the Annual Meeting, or (ii) by an Officer on whom such power of removal may be conferred by the Board.

Resignation of Officers
Any Officer may resign at any time by giving written notice to the Association. 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 Association under any contract to which the Officer is a party.

Vacancies in Offices
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 regular appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual basis. In the event of a vacancy in any office other than the President or one appointed in accordance with Section ‎11.6.6 such vacancy shall be filled temporarily by appointment by the Chairperson, or if none, by the President , and the appointee shall remain in office for 60 days, or until the next regular meeting of the Board, whichever comes first. Thereafter, the position can be filled only by action of the Board.

Responsibilities of Officers

Chairperson of the Board
The chairperson of the Board (the “Chairperson”), if any, shall be a Director and shall preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or prescribed by these Bylaws. The Board may elect, at its discretion, to nominate a second President instead of the Chairperson. If the Board designates both a President and second President (each a “Co-President”), then the Board shall, by resolution, establish the specific duties carried out by each Co-President.

President
Either the president of the Association or any one of the Co-Presidents (if applicable) (each a “President”), or the Chairperson (if applicable), shall preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or prescribed by these Bylaws.

Vice-President
The vice president of the Association (“Vice-President”) shall be responsible for, among other things, all matters pertaining to Membership, periodically report to the President and the Board on the activities and initiatives relating to Membership, assist and stand-in for the President when required, and perform such other duties as the President or the Board may from time to time direct.

Secretary
The secretary of the Association (“Secretary”) shall prepare, publish, and keep the minutes of all meetings of the Members and of the Board; certify official copies of such minutes and these Bylaws; send notices of all meetings of the Board and the Membership; and perform such other duties as the President or the Board may from time to time direct.

Treasurer
The treasurer of the Association (“Treasurer”) shall collect dues from the Members; maintain a current and complete roster of the Members; keep financial records of the Association; collect, care for and, upon approval by the Board, disburse all funds of the Association; render periodic and annual reports of the financial affairs and status of the Association to the President and the Board; receive, account for, disburse, and report on all monies of the Association; coordinate any audits required by the Board; file any tax returns; propose financial and economic policies for adoption by the Board; submit any annual budget required by the Board; review and renew insurance policies; make any required filings; and perform such other duties as the President or the Board may from time to time direct.

Additional Officers
The Board may empower the Chairperson, President, or chief executive, to appoint or remove such other Officers as the business of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.

Compensation and Expenses

Officers shall not receive any salaries, fees or any other compensation for their services in their capacities as Officers of the Association. Officers shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine and approve.

TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR OFFICERS

Transactions with Directors and Officers

Interested Party Transactions
Except as described in Section ‎12.1.2, the Association shall not be a party to any transaction:

(a) in which one or more of its Directors or Officers has a material financial interest, or

(b) with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest.

Requirements to Authorize Interested Party Transactions
The Association shall not be a party to any transaction described in ‎12.1.1 unless:

The Association enters into the transaction for its own benefit;

the transaction is fair and reasonable to the Association at the time the transaction is entered into;

prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material facts concerning the transaction and the interested Director’s or Officer’s financial interest in the transaction;

prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Association could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

the minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this Section ‎12.1.2.

Material Financial Interest
A Director or Officer shall not be deemed to have a “material financial interest” in a transaction:

if the contract or transaction is part of a public or charitable program of the Association and it (1) is approved or authorized by the Association in good faith and without unjustified favoritism, and (2) results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or

where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the Association for the preceding year or $2,000.

Loans to Directors and Officers
The Association shall not make any loan of money or property to or guarantee the obligation of any Director or Officer; except that, however, the Association may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Association.

Interlocking Directorates
No contract or other transaction between the Association and any corporation, firm or association of which one or more Directors are directors is either void or voidable because such Director(s) are present at the Board or Committee meeting that authorizes, approves or ratifies the contract or transaction, if (i) the material facts as to the transaction and as to such Director’s other directorship are fully disclosed or known to the Board or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common Director(s) (subject to the quorum provisions of ‎ARTICLE 5); or if (ii) the contract or transaction is just and reasonable as to the Association at the time it is authorized, approved or ratified.

Duty of Loyalty; Construction with ‎ARTICLE 13
Nothing in this ‎ARTICLE 12 shall be construed to derogate in any way from the absolute duty of loyalty that every Director and Officer owes to the Association. Furthermore, nothing in this ‎ARTICLE 12 shall be construed to override or amend the provisions of ‎ARTICLE 13. All conflicts between the two articles shall be resolved in favor of ‎ARTICLE 13.

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Indemnification.
The Association shall reimburse, indemnify and hold harmless the Members, Directors, Officers, employees, or other agents of the Association (the “Agents”), from and against all means any threatened, pending, or completed claim, action, or proceedings, whether civil, criminal, administrative, or investigative, together with any related fines, judgments, settlements, expenses (including without limitation reasonable attorney’s fees) and other amounts actually and reasonably incurred in connection therewith of such person which arise in whole or in part by reason of being or having been an Agent of the Association (an “Indemnitee”), provided that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in the best interests of the Association, as reasonably determined by the Board. Such right of indemnification shall be (a) in the manner, to the extent and subject to the requirements set forth in California Corporations Code (the “Code”) Section 7237 and the Code as it may from time to time be amended and shall inure to the benefit of the person’s legal successors and representatives, and (b) expressly limited to the extent of the Association’s insurance coverage. For clarity, no Indemnitee shall recover funds from the Association’s general operating budget or other cash reserves, and may recover or receive defense only to the extent provided by the Association’s insurer.

Insurance
The Association shall purchase and maintain insurance on behalf of any Agent, as defined in this ‎Article 13, against any liability asserted against or incurred by any Agent in such capacity or arising out of the Agent’s status as such, whether or not the Association would have the power to indemnify the Agent against the liability under the provisions of this ‎Article 13.

CORPORATE RECORDS, REPORTS AND SEAL

Minute Book
The Association shall keep a minute book in written form which shall contain a record of all actions by the Board or any committee including, to the extent applicable to such meeting, (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions. To the extent that any of the foregoing actions is not noted in the minutes, they were not made at the meeting.

Books and Records of Account
The Association shall keep adequate and correct books and records of account (“Correct Books and Records”). Correct Books and Records includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.

Articles of Incorporation and Bylaws
The Association shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Association shall at all times keep at its principal office a copy of its federal tax exemption application or other notice that evidences such exemption and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Code.

Annual Report; Books and Records
To the extent required by applicable law, the Board shall cause an annual report to be prepared and delivered as required. The Board shall otherwise maintain all books and records at its principal office or electronically available for inspection as described by Section 14.6.

Directors’ Rights of Inspection
Every Director shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Association and each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Corporate Seal
The corporate seal, if any, shall be in such form as may be approved from time to time by the Board. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Execution of Instruments
The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. The Board may grant a Director or Officer the power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for expenses that do not exceed $5,000 and that are in accordance with the Board’s approved and planned activities. Any expenditure in excess of $5,000 must be specifically approved by the Board. No authority is granted to any Director, Officer, or agent except as set forth above or specifically authorized by the Board.

Checks and Notes
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer.

Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.

Gifts
The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the charitable or public purposes of the Association.

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions of 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 Association and a natural person. All references to statutes, regulations and
laws shall include any future statutes, regulations and laws that replace those referenced.

AMENDMENTS

Amendment by the Board
The Board may adopt, amend or repeal these Bylaws. Such power is subject to the following limitations:

Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.

No amendment may extend the term of a Director beyond that for which such Director was elected.

No amendment may reduce or remove the rights of a Member without first obtaining consent from the Membership at a duly called and noticed Membership meeting.

If bylaws are adopted, amended or repealed at a meeting of the Board, such action is authorized only at a duly called and held meeting for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefor, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws.

Certificate of Secretary

I certify that I am the duly elected and acting Secretary of South Asian Bar Association of San Diego, a California nonprofit mutual benefit corporation; that these Bylaws, consisting of 22 pages, are the Bylaws of this Corporation as adopted by and ratified by the Board of Directors on __________, 2025; and that these Bylaws have not been amended or modified since that date.

Executed on date: 10/09/2025

Shreya Kapoor
[____]Shreya Kapoor
Secretary

BYLAWS OF THE SOUTH ASIAN BAR ASSOCIATION OF SAN DIEGO

ARTICLE I: NAME

§ 1.01. Name. The name of the Association is the South Asian Bar Association of San Diego.

ARTICLE II: PURPOSES AND LIMITATIONS

§ 2.01. Purposes. The South Asian Bar Association of San Diego (the “Association”) is a California not-for-profit mutual benefit corporation and is not organized for the private gain of any person. The purposes of the Association are to (1) promote the professional development of South Asian legal professionals; (2) provide a forum for South Asian legal professionals to meet and exchange ideas; and (3) serve as a legal and referral resource for the South Asian community.

§ 2.02. Limitations. No substantial part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Association shall not participate or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.

§ 2.03. Property. The property, assets, profits, and net income are dedicated irrevocably to the purposes set forth above. No part of the profits or net earning of this Association shall ever inure to the benefit of any of its directors, trustees, officers, members, employees, or to the benefit of any private individual. The Association shall otherwise take no action which would result in the loss of its eligibility for tax exemption under Section 501(c)(6) of the Internal Revenue Code or Section 23701(e) of the Revenue and Taxation Code of California.

ARTICLE III: OFFICES

§ 3.01. Principal Office. The principal office for the transaction of the activities and affairs of the Association is [see Contact Us tab for current information]. The Board of Directors (the “Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

§ 3.02. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Association is qualified to conduct is activities.

ARTICLE IV: MEMBERSHIP

§ 4.01. Membership. The membership of the Association (the “Membership”) shall consist of those who meet the requirements for membership as provided by these Bylaws, as follows:

4.01.a. General Members. All attorneys in good standing with the California State Bar or any bar in any state of the United States are eligible to become members upon application and the payment of dues, if dues are required to be paid. General members shall have full voting powers and will be eligible to serve as officers and members of the Board of Directors.

4.01.b. Associate Members. All related legal professionals such as paralegals, legal secretaries, law students, and foreign attorneys shall be eligible to become members upon application, payment of dues, if dues are required to be paid, and approval thereof by the Board. Associate members shall have no voting powers and will not be eligible to service as officers or members of the Board of Directors, unless otherwise approved by a 3/4th vote of the Board.

4.01.c. Special Memberships. The Board may establish additional special classes of Membership from time to time with specified benefits.

ARTICLE V: BOARD OF DIRECTORS

§ 5.01. Composition. There shall be at least three (3) and no more than nine (9) members of the Board of Directors, chosen from amongst the General Members of the Association. No person shall hold more than one office on the Board. The initial number of directors shall be five (5).

§ 5.02. Powers. The Directors shall have the power to direct, organize, control, manage and supervise the activities of the Association.

§ 5.03. Term. Each member of the Board shall take and hold office for no more than two calendar years, unless the term is extended by a majority vote of the Board.

§ 5.04. Meetings. Regular meetings of the Board shall be held no less than six (6) times a year at such time and place as the Board shall designate, with at least two week’s notice by the Chairman of the Board Special meetings of the Board may be called by the Chairman of the Board upon notice of at least five (5) days. Any regular or special meetings of the Board may be held by telephone conference 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.

§ 5.05. Attendance. Meetings of the Board may be attended by any members of the Association in good standing. The Chairman of the Board may at any time, at his or her own discretion, decide to go into executive session and exclude all non-members of the Board from any meeting of the Board.

§ 5.06. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at all meetings of the Board. If quorum is lacking, those present may adjourn the meeting from until a quorum is present.

§ 5.07. Voting. Each member of the Board shall be entitled to one (1) vote. The act of the majority of those voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by these Bylaws.

§ 5.08. Vacancies. Any vacancy on the Board will be fulfilled by a majority vote of the rest of the Board.

§ 5.09. Board Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if (a) written consent to such action is given by all of the voting members of the Board in office prior to, concurrently with, or following such action and (b) such written consent is filed with the minutes of the proceedings of the Board.

§ 5.10. Compensation and Expenses. Members of the Board shall not receive any salaries, fees or any other compensation for their services in their capacities as members of the Board. Members of the Board shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine and approve.

§ 5.11. Changes and Resolutions. The Board may, from time to time, adopt resolutions not inconsistent with these Bylaws in order to implement the election policies and procedures set forth herein.

§ 5.12.. Elections. A candidate for the Board may be nominated by any two General Members and/or Affiliate Member Representatives in good standing at the time of nomination. All nominees for the Board must be from amongst General Members in good standing at the time of nomination and must have consented to the nomination. Elections for the Board shall be conducted at a designated general meeting of the Association, provided that notice of the meeting is provided by the Secretary to all members eligible to vote at least one months prior to that date. Each Board member shall be elected to each of their respective positions by plurality of the total votes cast. Each Regular Member and Affiliate Member Representative in good standing may vote for one nominee for each Board position. Voting by proxy shall not be permitted, unless the Board specially authorizes by a three-fourths vote. In the event of a tie vote for a Board member position, a majority of the outgoing Board shall determine the winner.
ARTICLE VI: Officers and Officers Duties

§ 6.01. Composition. The Officers of the Association shall be the President, President-Elect, Vice- President, Secretary, and Treasurer (collectively, the “Officers”). The initial Officers shall be appointed by the Board.

§ 6.01.a. President. The President shall be the chief executive officer of the Association, shall preside over all meetings of the Membership, all meetings of the Board and all meetings of the Executive Committee, shall act as liaison of the Association to non-affiliated groups and organizations, including creating initiatives and developing programs with these organizations to benefit the Membership and shall perform all duties ordinarily incident to the office and consistent with these Bylaws.

§ 6.01.b. President-Elect. The President-Elect shall assist and stand-in for the President when required, perform such other duties as the President or the Board may from time to time direct, and periodically report to the President and the Board on such duties.

§ 6.01.c. Vice-President. The Vice-President shall be responsible for all matters pertaining to Membership, periodically report to the President and the Board on the activities and initiatives relating to Membership, assist and stand-in for the President or the President-Elect when required, and perform such other duties as the President or the Board may from time to time direct.

§ 6.01.d. Secretary. The Secretary shall prepare, publish, and keep the minutes of all meetings of the Members and of the Board; certify official copies of such minutes and these Bylaws; send notices of all meetings of the Board and the Membership; and perform such other duties as the President or the Board may from time to time direct.

§ 6.01.e. Treasurer. The Treasurer shall collect dues from the Members; maintain a current and complete roster of the Members; keep financial records of the Association; collect, care for and, upon approval by the Board, disburse all funds of the Association; render periodic and annual reports of the financial affairs and status of the Association to the President and the Board; receive, account for, disburse, and report on all monies of the Association; coordinate any audits required by the Board; file any tax returns; propose financial and economic policies for adoption by the Board; submit any annual budget required by the Board; and perform such other duties as the President or the Board may from time to time direct.

§ 6.02. Additional Officers. With the advice and consent of the Board, the President may appoint additional Officers from among the General Members in good standing as necessary to conduct the business of the Association, including but not limited to (a) a General Counsel to attend to all legal matters of the Association; (b) a Second Vice-President to assist with additional matters and to assist the Vice-President; (c) an Assistant Secretary or Assistant Treasurer to assist these Officers in performing their duties; and (d) any other Officer necessary to conduct the business of the Association.

§ 6.03. Term. Each Officer shall take and hold office for no more than two calendar years, unless the term is extended by a majority vote of the Board.

§ 6.04. Vacancies. In the event of a vacancy of any office, other than President, a successor shall be appointed by the President in his or her own discretion from among the General Members in good standing; provided, however, that a vacancy in any office of Affiliate Members Representative shall be filled by the Affiliate Member designating one of its officers as the new Affiliate Members Representative. A vacancy in the office of the President shall be fulfilled by appointment of an interim President by the Board, to be followed by a special election within three months.

§ 6.05. Compensation and Expenses. Officers shall not receive any salaries, fees or any other compensation for their services in their capacities as Officers of the Association. Officers shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine and approve.

§ 6.06. Appointments. All Officers will be appointed by a majority vote of the Board from amongst General Members in good standing.

ARTICLE VII: MEETINGS OF THE MEMBERSHIP

§ 7.01. Annual Meeting. An annual meeting of the Membership may be held at the Annual Conference.

§ 7.02. Special Meetings. Special meetings of the Membership may be held at such time and place as the President, or a majority of the Board, shall direct by written notice of at least fourteen (14) days to the Membership.

§ 7.03. Quorum. A majority of the Regular Members and Affiliate Member Representatives in good standing who are present in person shall constitute a quorum for the transaction of business at all meetings of the Membership.

§ 7.04. Voting. The affirmative vote of a majority of the votes of the Regular Members and Affiliate Member Representatives in good standing present at a meeting of the Membership, shall be necessary for the adoption of any matter voted upon by the Regular Members and Affiliate Member Representatives, unless a greater number is required by these Bylaws.

§ 7.05. Attendance of Members of the Board. It is the duty of each member of the Board to attend the annual and special meetings of the Membership.

ARTICLE VIII: AMENDMENTS

§ 8.01. Amendments to the Articles of Incorporation. Amendments to the Articles of Incorporation may be adopted at an annual or duly organized special Membership meeting upon receiving the affirmative vote of at least two-thirds (2/3) of the Regular Members and Affiliate Member Representatives in good standing present at such meeting. No amendment shall be considered unless the Board shall have adopted a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual or a special meeting of the Membership and written notice of at least fourteen (14) days is given to each Member entitled to vote at such meeting setting forth the proposed amendment or a summary of the changes to be effected thereby.

§ 8.02. Amendments to the Bylaws by the Board. Amendments to these Bylaws may be adopted at any duly organized meeting of the Board by an affirmative vote of at least two-thirds (2/3) of the voting members of the Board in office. No amendment shall be considered by the Board unless a copy of the proposed amendment shall have been sent to each member of the Board at least fourteen (14) days prior to the scheduled meeting.

ARTICLE IX: MISCELLANEOUS

§ 9.01. Written Notice and Consent. All references to written notice and written consent shall include any notice and consent given by electronic transmission. The term “electronic transmission” means any process of communication that is suitable for the retention, retrieval and reproduction of information by the recipient and which does not directly involve the physical transfer of paper.

§ 9.02. Indemnification. The Association shall reimburse, indemnify and hold harmless the Members, the members of the Board, employees and agents of the Association from and against all fines, judgments, settlements, expenses and other amounts actually and reasonably incurred in connection therewith of such person which arise in whole or in part by reason of being or having been a director, officer or employee of the Association, if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Association. Such right of indemnification shall be in the manner, to the extent and subject to the requirements set forth in California Corporations Code (the “Code”) Section 7237 and the Code as it may from time to time be amended and shall inure to the benefit of the person’s legal successors and representatives.

§ 9.03. Audit. As required by law, the books of account and annual financial statements of the Association shall be audited by an independent certified public accountant selected by the Board.