Asociación Argentina de Los Angeles

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Cena de Fin de Año

Lo invitamos a celebrar la noche de Fin de Año con la gran familia argentina de la Asociación Argentina de Los Angeles

“Tango, Corazón y Vino”

En escena seis artistas del show “Cabaret Tango”

"NOCHE DE BLANCO Y NEGRO"

La Asociacion Argentina de Los Angeles los invita al Primer Gran Baile Sudamericano del 2010, el Sabado 30 de Enero a las 8:00pm

Bailaremos con una gran variedad de ritmos latinoamericanos
Los esperamos!

BY LAWS OF
Argentine Association of Los Angeles
a California Nonprofit Mutual Benefit Corporation

ARTICLE I:

NAME
The name of this corporation, founded on April the 6th, 1967 is ARGENTINE ASSOCIATION OF LOS ANGELES, INC. (ASOCIACION ARGENTINA DE LOS ANGELES, INC.)

ARTICLE II:

OFFICES
SECTION 2. 01. PRINCIPAL OFFICE
The principal office for the transaction of the activities and affairs of the corporation (“Principal Office”) is located at, 2100 North Glenoaks Boulevard, Burbank, CA 91504, Los Angeles County, California State. 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.

SECTION 2. 02. OTHER OFFICES
The Board may at any time establish branches or subordinated offices at any place or places were the corporation is qualified to conduct its activities.

ARTICLE III:

SECTION 3. 01. PURPOSES
This corporation is a nonprofit corporation organized under the California Nonprofit Corporation Law. The purposes of this corporation are:

	To encourage development of friendship and mutual help among argentine nationals residing in California.
	To give advice and help argentine nationals in need.
	To establish cultural exchange with other argentine institutions and from other nationalities, to promote goodwill and mutual understanding.
	To develop cultural, educational and social activities and promote sports, and to engage in any lawful act or activity for which a corporation may be organized under such Law.
	To lessen neighborhood tension and eliminate discrimination and prejudice among people.
	To lessen the burdens of the United States Government in assisting foreign nationals in need.
	To promote the development of the arts and cultural exchange programs.

Such purposes for this corporation are formed for pleasure, recreation, and other non-profitable purposes. This corporation is organized exclusively for such purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. Notwithstanding any other provision of this Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted.

SECTION 3. 02. DECLARATION OF PRINCIPLES
The Argentine Association of Los Angeles shall not discriminate on account of race, religion belief, national origin of its members and it is independent of any political creed, or other interested party.

SECTION 3. 03. LIMITATIONS
(a) Political Activities. Non-substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervine in ( including the publishing of statements in connection with) any political campaign on behalf of any candidate for public office.
(b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of its directors, trustees, officers, members, and employees or to the benefit of any private individual.
(c) Dissolution. Upon the winding up and dissolution of this corporation, after paying for adequately providing of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for recreational purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE IV:

SECTION 4. 01. MEMBERS
To become an Active or Adherent member it shall be necessary to present an application, signed by two Life or Active Members of the Institution, be accepted by the Board of Directors, pay the corresponding membership dues, and to establish full acknowledgment and accomplish the Argentine Association Bylaws.

SECTION 4.02. ACTIVE MEMBERS
Any person over 18 years of age duly presented, accepted and paying the corresponding membership dues, fixed by the Board of Directors, shall be an Active Member entitled to vote. Active Membership could be: Individual: when only one person requests admission in such category. Family: when a couple requests admission, being able to include their children under 18 years of age. Either spouse shall be considered Active Member with all rights and duties within this category. The following rights will apply to Active Members:

	To participate with voice and vote in all the assemblies.
	To be members of the Board of Directors.
	To present their initiatives to the Board of Directors and Assemblies, provided in accordance with the purposes of the Argentine Association of Los Angeles.
	To make use of the facilities in accordance with the Bylaws and the Regulation of the Board of Directors, benefiting thereby with all the advantages that the institution provides for its Active Member

SECTION 4.03. ADHERENT MEMBERS
Any person over 18 years of age duly presented, accepted and paying the corresponding membership dues, fixed by the Board of Directors, shall be an Adherent Member.Adherent Membership could be:Individual: when only one person requests admission in such category.Family: when a couple requests admission, being able to include their children under 18 years of age. Either spouse shall be considered Adherent Member with the same rights and duties within this category.The following rights will apply to Adherent Members:

	To participate with voice and vote in all the assemblies.
	To be members of the Board of Directors.
	To present their initiatives to the Board of Directors and Assemblies, provided in accordance with the purposes of the Argentine Association of Los Angeles.
	To make use of the facilities in accordance with the Bylaws and the Regulation of the Board of Directors, benefiting thereby with all the advantages that the institution provides for its Active Member

SECTION 4.04. LIFE MEMBERS

	All Active Members with 20 years of Active Membership shall become Life Members with the same rights and duties of an Active Member, except the waving of the social membership fee. All other social activities shall be paid.
	The Secretary of the institution shall keep an update list of the Life Members and shall inform, to whom it may concern, about their new status.

SECTION 4.05. HONORARY MEMBERS
The Ambassador of the Argentine Republic in the United States of America, the Consul General and Deputy Consuls in Los Angeles and their families and any other person deemed qualified by the Assemblies or the Board of Directors. They will have the same rights established for the Adherent Members.

SECTION 4.06. TERMINATION AND SUSPENSION OF MEMBERSHIP
(a) Causes of Termination. A membership shall terminate on occurrence of the following events:

	Resignation of the Member, on written notice to the corporation;
	Failure of the Members to pay dues, fees, or assessments within the period of time set by the Board;
	Occurrence of any event that renders the Member ineligible for membership or failure to satisfied membership qualifications; or
	Expulsion or suspension of the Member pursuant to Section 4. 06. (b) and Section 4. 06. (c) of these Bylaws.

(b) Suspension of Membership. A Member may be suspended, under Section 4. 06. (c) of this Bylaws based on the good faith determination By the Board or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall be not a Member during the period of suspension.

(c) Procedure for expulsion or suspension. If grounds appear to exist for expulsion or suspension of a member, the procedure set for below shall be followed:

	The member shall be given fifteen (15) days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be personally given by a duplicate written form or send it by registered mail to the member’s last address, as shown on the records oft he corporation.
	The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by the committee or person authorized by the Board to determine whether the expulsion or suspension should take place.
	The Board, committee, or person shall decide whether or not the member shall be suspended, expelled or sanctioned in some other way. The decision of the Board, committee, or person shall be final.
	Any sanction challenging an expulsion, suspension or termination of membership, including a claim alleging defective notice, must be commenced between one year after the day of the expulsion, suspension or termination.

SECTION 4.07. TRANSFER OF MEMBERSHIPS
A membership or any right arising from membership may be not transferred to another person and will cease upon the member’s death.

SECTION 4. 08. MEETING OF MEMBERS
(a) Place of meetings. Meetings of the members shall be held at any place within or outside California designated by the Board. In the absence of any such designation, member’s meetings shall be held at the principal office of the Corporation.

(b) Annual meeting. An Annual Meeting of members or Ordinary Assembly shall be held no later than April 30th of each year, at seven o’clock pm or one hour later if the quorum is not in accordance with the SECTION 4. 08 (e). At this meeting the transactions, profit or loss statements, financial annual report shall be read, discussed and approved or not, the Directors of the Board shall be elected and any other proper business included in the notice of meeting may be discussed, subject to the notice requirements of SECTION 4. 08 (d) of these Bylaws.

(c) Special meetings. Special Meetings of the Members or Extraordinary Meetings may be called for any lawful purpose by a majority of the Board, or by the President or by the 5% percent of the Voting Members. Special Meeting called by any Voting Member(s) other than the Board, shall be called by written request specifying the general nature of the business proposed to be transacted and submitted to the Chairman of the Board, if any, or the President or any Vice-president or the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to all the Voting Members, in accordance with SECTION 4. 08. (d), of these Bylaws, stating, that a meeting will be held at a special time and day fixed by the board, provided, however, that the meeting day shall be at least thirty (30), but no more than ninety (90) days after receipt of the request. If the notice is not given by the Board or by an authorized officer within twenty (20) days, after the request is received, the Voting Members requesting the meeting may give the notice themselves. The meeting shall be held at the prescribed time for the Annual Meeting in the SECTION 4. 08. (b) No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at the Special Meeting or Extraordinary Meetings.

(d) Notice requirements for Active and Life Members’ Meetings.

(I) General notice requirements. Whenever Active and Life Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with SECTION 4. 08. (d) of these Bylaws, to each Active and Life Members. The notice shall specify the place, date, and hour of the meeting and:

For a Special Meeting, the general nature of the business to be transacted, and no other business may be transacted, or

For the Annual Meeting those matters that the Board, at the time notice is given, intends to present for action by the Active or Life Members, but any proper matter may be presented at the meeting. The notice of any Meeting at which Directors are to be elected for written ballots distributed for the election of Directors shall included the names of all Active or Life Members who are nominees when the notice of the ballot is given.

(II) Notice of certain agenda items. Approval by the Active and Life Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

	Removing a Director without cause;
	Filling vacancies of the Board;
	Amending the articles of incorporation; or
	Electing to wind up and dissolve the corporation.

(III) Manner of given notice. Notice of any meeting of Active and Life Members shall be in writing and shall be given at least thirty (30) days but no more than ninety (90) days before the meeting date. The notice shall be given either personally by written form or by mail.

(IV) Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, assistant Secretary, or any transfer agent of the corporation, and if so executed, shall be filled and maintained in the minute book of the corporation.

(e) Quorum:

Number Required. One-third (1/3) of the Active and Life Members, present in person, shall constitute a quorum for the transaction of business at any meeting of Voting Members. If one hour has elapsed since the time called and no quorum is reached the Assembly will take place regardless of the number of Active and Life Members present provided this number is not less than 20 percent of the Voting Members. If such number is not present, the Assembly will automatically be adjourned until a time to be determined within the next thirty (30) days.

Loss of Quorum. The members present at the duly call or held meeting at which a quorum is present may continue to transact business until adjourned even if enough members have withdrawn to live less than a quorum even the action taken (other than adjournment) is approved by at -least a majority of the members required to constitute a quorum in accordance with Section 4. 08. (e)(1).

(f) Voting:

	Eligibility to vote. Subject to the Provision of the Californian Nonprofit Corporation Law the only person entitled to vote at any meeting of Members shall be Voting Members who are in good standing as of the record date determined pursuant to Section 4. 02 and Section 4. 04 of these Bylaws.
	Manner of casting votes. Voting may be by voice or ballot except that any election of Directors must be by ballot.
	Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Members. Cumulative voting shall not be permitted.
	Approval by majority vote. Every act or decision done or made by a majority of voting members present at a duly held meeting forthwith a quorum is present is the act of the members, unless the Law, the Articles of Incorporation of these Corporation or these Bylaws require a greater number of member to vote.

ARTICLE V:

DIRECTORS
SECTION 5. 01. POWERS

(a) General corporate powers. Subject to the provisions and limitations of the California Nonprofit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

(b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:

	Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
	Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.
	Adopt and use a corporate seal and alter the form thereof.
	Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

SECTION 5.02. RESPONSIBILITIES OF THE BOARD OF DIRECTORS MEMBERS

The Board of Directors will prepare a budget of the expenses and resources for each calendar year, that will be considered and discuss in the annual meeting by the Board of Directors.

SECTION 5.03. NUMBER AND ELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS
(a) There will be seven (7) Directors: five (5) should be argentine nationals by birth or by naturalization and also their first descendants, the other two (2) could be from any nationality, Directors should be voting members for at least six (6) months elected by an ordinary Assembly, convened to that purpose, for a period of two years or 24 months.

(b) Directors can be reelected for two more periods (48 months) and will not remain in exercise for more than three (3) consecutive periods (72 months) even though the total time in activity is less than 72 months. Such Director having acted during three consecutive periods (72 months) may be reelected after a waiting period of one (1) year (12 months). In every odd year three (3) members will be elected and in every even year four (4) members will be elected.

(c) After the election of the Board of Directors is completed, the nominated members not elected will become eligible to fill any vacancies in the Board of Directors in accordance to the number of votes obtained. The Substitute Member of the Board of Directors shall occupy the vacant position of the period for which was elected the titular Director, on a temporary or definitive absence.

(d) If there are no more nominated members voted by the Assembly and still have a vacancy in the Board of Directors, the Board of Directors is authorized to elect substitute members, who must be Voting Member, for at least 6 months, and in compliance with Article V, Section 5.03(b).

(e) The resolutions of the Board of Directors might be taken by simply majority and no Member of the Board shall take any decision without the authorization of the Board of Directors.

SECTION 5. 04. ELECTION OF DIRECTORS
(a) Election of Directors. Directors shall be elected at each annual Ordinary Assembly (Article IV, Section 4. 08. (b) ) by the Voting Members to hold office until the next annual meeting; however, if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any Extraordinary Assembly (Article IV, Section 4. 08. (c)) held for that purpose. Each Director, including a Director elected to fill a vacancy or elected at a Extraordinary Assembly, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

(b) Restrictions on Directors. No Member of the Board may be an interested person. An interested person is (1) any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforce of ability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or director.

The Directors are authorized to request loans, contract debts for the use of the Association and accept notes, mortgages or any other type of documents or evidence of debt in name of the Association, subject to the following limitations:

	The total commitment cannot exceed $ 10,000.00.
	The time for which the Association will be responsible for such debts cannot exceed 5 years.

SECTION 5.05. NOMINATIONS OF COMMITTEE
The Chairman of the Board, or the President if there is no Chairman, shall take the names of the Voting Members that want to be candidates for the election to the Board at least sixty (60) days before the date of any election of Directors. The report must be ready at least thirty (30) days before the date of the election and the Board of Directors must furnished immediately a list of the nominee candidates to all Voting Members.

SECTION 5.06. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law.

(b) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.

(c) No vacancy or reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.

ARTICLE VI:

OFFICERS
SECTION 6. 01. OFFICERS
The officers of the corporation shall include a President, a Secretary, and a Chief Financial Officer or Treasurer. The corporation may also have, at the Board’s discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with Section 6. 03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer or Treasurer may serve concurrently as either the President or the Chairman of the Board.

SECTION 6.02. ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of Section 6. 03 of this Article VI, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

SECTION 6.03. OTHER OFFICERS
The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.

SECTION 6.04. 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, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.

SECTION 6.05. RESIGNATION OF OFFICERS
Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 6.06. VACANCIES IN OFFICE
A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

SECTION 6.07. RESPONSIBILITIES OF OFFICERS
(a) Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws.

(b) President/Chief Executive Officer. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

(c) Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws.

(d) Secretary.

Book of minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board (Article X, Section 10.01). The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.

Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

(e) Chief Financial Officer or Treasurer.

	Books of account. The Chief Financial Officer or Treasurer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by Law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times.
	Deposit and disbursement of money and valuables. The Chief Financial Officer or Treasurer shall deposit all monies and other valuables in the name and to the credit of the Argentine Association of Los Angeles, Inc. with such depositories as may be designated by the Board, shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
	Bond. If required by the Board, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Chief Financial Officer upon death, resignation, retirement or removal from office.

ARTICLE VII:

INDEMNIFICATION AND INSURANCE
SECTION 7. 01. INDEMNIFICATION

(a) Right of Indemnity. To the full extent permitted by Law, this corporation shall indemnify its Directors, officers, employees and other persons described in Section 7237(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this Bylaw, shall have the same meaning as in Section 7237(a) of the California Corporation Code.

(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 7237(e) of the Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met.

(c) Advancement of Expenses. To the full extent permitted by Law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that, the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefore.

SECTION 7.02. INSURANCE
The corporation shall have the right to purchase and maintain insurance to the full extent permitted by Law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer’s, Director’s, employee’s or agent’s status as such.

ARTICLE VIII:

RECORDS AND REPORTS
SECTION 8. 01. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:

	Adequate and correct books and records of account;
	Minutes in written form of the proceedings of the Board.
	A record of its members, giving their names and addresses and the class of membership held.

SECTION 8.02. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

SECTION 8.03. ANNUAL REPORT
Except as provided under Section 8321 of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:

	The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
	The principal changes in assets and liabilities, including trust funds, during the fiscal year.
	The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
	The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

ARTICLE IX:

AMENDMENTS OF THE BYLAWS
SECTION 9. 01 ACTION BY THE VOTING MEMBERS
The Bylaws may be amended or repealed and new Bylaws may be adopted by a majority vote of the Voting Members in an Extraordinary Assembly.

SECTION 9.02 MAINTENANCE OF RECORDS
The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation.

ARTICLE X:

RECORDS
SECTION 10.01 RECORDS OF MEMBERS
The Secretary shall keep or cause to be kept, at the principal office of the corporation or at the place determined by resolution of the Board, a record of the members of the corporation showing each member’s name, address, and class of membership, and the date of initiation of its membership.

SECTION 10.02 INSPECTION RIGHTS OF MEMBERS
Subject to the California Corporation Code and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonable related to the member’s interest as a member.

(A) Inspect and copy the records of members’ names, addresses, and voting rights during usual business hours on five (5) Days prior written Demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or

(B) Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors or for the purposes of an Ordinary or Extraordinary Assembly as of the most recent record date for which that list has been compiled, or as of a date specified by the member, after the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (10) days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.

If the corporation believes that the information requested would be used for a purpose other than one reasonably related to a person’s interest as a member, or if the corporation provides a reasonable alternative under this Section, it may deny the member access to the membership list. The corporation can not deny access to any Voting Member of the Argentine Association of Los Angeles the membership list, if it is requested for the purpose of an election of the Board of Directors, Ordinary and Extraordinary Assembly of Voting Members.

Any inspection and copying under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts.

Accounting Records and Minutes. On written demand presented to the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, at any reasonable time for a purpose reasonably related to the member’s interest as a Voting Member. Any such inspection and copying may be made in person or by the member’s agent or attorney.

CERTIFICATE OF SECRETARY
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation.

Dated: 09/06/02

Asociación Argentina de Los Angeles
2100 N Glenoaks Blvd - Burbank CA 91504
Tel:818-567-0901 818-567-4108 / Fax: (818) 567-0906

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