NAME AND PLACE OF BUSINESS
Section 1. NAME.
The name of the corporation shall be the "Santa Clara County Bar Association."
Section 2. PRINCIPAL OFFICE
The principal office for the transaction of business of this corporation shall be at such address in the County of Santa Clara, State of California, as may be fixed from time to time by the Board of Trustees.
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STATEMENT OF PURPOSE
Section 1. MISSION STATEMENT.
The mission of the Santa Clara County Bar Association is:
a] To serve SCCBA members by:
- providing membership benefits which enhance the members' ability to practice law competently and ethically;
- providing opportunities for cordial professional and social activities.
b] To improve the administration of justice by:
- promoting and advancing improvements in the courts and judicial system and the science of jurisprudence;
- advancing the art of advocacy;
- promoting the independence of the judiciary.
c] To serve the public by:
- promoting better understanding by the public of legal problems, lawyers, and the justice system;
- facilitating and promoting the delivery of quality legal services;
- promoting full and equal access to the legal system by all individuals.
Section 2. MATTERS OF PUBLIC INTEREST.
The Corporation shall be operated for educational, recreational and charitable purposes as set forth in the Articles of Incorporation. It is recognized that today’s society is faced with many complex, confusing and serious problems which include political and social questions that are highly controversial and that do not necessarily directly affect the practice of law. It is further recognized that at times the Corporation may be requested by other persons to take an official position on such questions for the reason that, due to the training and experience of lawyers, the opinion of the Corporation may help the public to understand and to attempt to solve such controversial problems. It is the policy of the Corporation that it may express an official position on such matters; provided, however, that this shall be done only as a result of a majority vote of the Board of Trustees.
Under no circumstances shall the Corporation express an opinion on or participate in any activity or issue of a predominantly partisan nature, as that term is generally understood.
The Board of Trustees shall have the responsibility and authority to determine whether any particular issue comes within the purview and spirit of this Article II, and shall determine whether a particular issue is sufficiently important to justify action by the Corporation. In determining whether an issue is within the Corporation’s purview, the Board of Trustees shall be guided by its Mission Statement, as set forth in Article II, Section 1. The Board may stay implementation of such a purview determination pending confirmation of that determination by the membership at a membership meeting provided that: 1) at least forty percent (40%) of the total members of the Board of Trustees vote to stay the purview determination and 2) the vote to stay implementation takes place at the same meeting as the vote on the original purview determination.
A membership meeting held for the purpose of confirming the Board’s purview determination shall be held pursuant to Article VIII, Section 1. The Board’s purview determination must be confirmed at such a membership meeting by a majority vote of the membership present. The Board’s original determination will not become effective unless and until approved at such a membership meeting.
In the event the Board of Trustees does not seek confirmation by the membership of its purview determination as described, the Board’s purview determination may be overridden by a majority vote of the membership at a meeting, held pursuant to Article VIII, Section 1.
It is the further policy of the Corporation that each member should be encouraged to assume his/her duty to participate in public affairs to the extent that his/her ability and interest dictate; provided, however, that except as herein provided, he/she should do so as an individual and not as a representative of the Corporation.
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Section 1. CLASSES OF MEMBERS.
There shall be Active Members, Honorary Members, Associate Members, Student Members, and Affiliated Lay Members. Active Members, Associate Members, Student Members, and Affiliated Lay Members shall pay fixed dues pursuant to the By-Laws. Honorary, Associated, Student, and Affiliated Lay Members shall have all privileges of Active Members except that of voting or holding office or serving on the Board of Trustees.
Section 2. GENERAL RIGHTS AND POWERS OF MEMBERS.
- The power to override the Board of Trustees as to purview in connection with public positions.
- The power to assign tasks to the President.
- The power to elect Officers and Trustees.
- The right to attend most meetings of the Board of Trustees.
- The right to receive annual financial statements.
- The right to review and receive copies of the rules of procedure and committee reports.
- The right to receive the annual report.
- The right to inspect reports of Board of Trustees’ decisions and activities.
- The power to call a special meeting.
- The power to amend the By-Laws.
Section 3. ACTIVE MEMBERS.
Any active member in good standing of the State Bar of California who resides in or regularly practices or teaches law in Santa Clara County or in one of the following counties: San Mateo, Alameda, San Francisco, San Benito, Santa Cruz and Monterey is eligible to become and remain an Active Member of the Association.
Section 4. HONORARY MEMBERS.
Any person occupying a full time judicial office in Santa Clara County, or who is retired from such office, and who is precluded from practicing law and the deans of law schools located in Santa Clara County shall be Honorary Members ex-officio.
Section 5. ASSOCIATE MEMBERS.
Any attorney-at-law who is not eligible to be an Active Member may be an Associate Member, including retired attorneys, provided that he/she has been admitted to practice and is in good standing before the Supreme Court of the United States or the highest court of any state or territory of the United States.
Section 6. STUDENT MEMBERS.
Any person who is not a member of any State Bar and who is enrolled as a student in good standing in a law school in Santa Clara County, or is a resident of Santa Clara County and is regularly enrolled as a student in good standing in a law school, or is a graduate of any law school who has not been admitted to practice in any State or Federal District but who has applied for and has taken the California Bar Examination at the first opportunity, shall be eligible to become a Student Member of this Corporation.
Section 7. AFFILIATED LAY MEMBERS.
Any lay person may be elected a non-voting affiliated member of a Committee(s) or Section(s) upon the vote of a majority of Trustees voting at a duly held meeting, provided he/she has satisfied the dues requirement for lay members as set by the Board of Trustees.
Section 8. MEMBERSHIP REQUIREMENTS.
A person eligible for any class of membership may become a member upon written application submitted to the Secretary on a form which the Board of Trustees may from time to time prescribe. Those members of the Association not admitted to practice in the State of California shall have it so noted on their membership card if any membership card is issued.
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TRUSTEES AND OFFICERS
Section 1. POWERS OF TRUSTEES.
Except as otherwise provided in these By-Laws, the Board of Trustees shall establish policy regarding the conduct, management and control of the affairs and business of the Corporation and make such rules and regulations therefore which shall not be inconsistent with law nor with the Articles of Incorporation nor with the By-Laws. Its powers shall include, but shall not be limited to, the power to take, institute and maintain, on behalf of the Association, all measures and actions, including legal proceedings, directed by the Association, or which in the judgment of the Board of Trustees, may be necessary or proper to carry out the will of the Association for the accomplishment of the purposes for which the Association is established.
The Board may delegate such of its powers as it, in its sole discretion, may from time to time determine.
Acts of the Board of Trustees shall require the affirmative vote of a majority of the Trustees present at a meeting at which a quorum is present. One-half (1/2) plus one (1) of the total members of the Board of Trustees shall constitute a quorum of the Board of Trustees.
Section 2. TERM OF OFFICE.
The term of an elective officer shall be for one (1) year and the term of a member of the Board of Trustees shall be for two (2) years. Unless as otherwise stated herein, every officer and/or Trustee shall retain office until his/her successor has been elected, but no person may succeed himself/herself in an elective office, or be eligible to serve as a Trustee for more than two (2) successive terms, unless he/she has served less than six (6) months in that elective office or less than eighteen (18) months in another person’s term as Trustee. Trustees and Officers shall serve until their successors’ terms of office begin. The terms of office of the Trustees and Officers elected shall begin on January 1 following the year in which they are elected.
Section 3. MEMBERSHIP OF TRUSTEES.
The Board of Trustees shall consist of Active Members comprised as follows:
- All elective Officers of this Corporation.
- The President or his/her designated representative of: the Barristers Section of the Santa Clara County Bar Association, the Committee on Women Lawyers, the Gilroy-Morgan Hill Bar Association, the Palo Alto Area Bar Association, the Sunnyvale-Cupertino Bar Association, and the West Valley Bar Association, the Black Lawyers Association, the La Raza Lawyers Association, the Asian Pacific Bar Association and any other affiliated bar association as defined by Article VII of these By-Laws. On or before December 1 of each year, the Chief Executive Officer of the Corporation shall provide to the President of each of these designated entities a "Notice of Intent to Serve" which shall require the President of each designated entity on or before January 1 of each year to return said "Notice of Intent to Serve" indicating that entity’s intent to send a representative and committing to actively serve on the Board of Trustees. In the event that the "Notice of Intent to Serve" is not returned or the entity indicates it will not designate a representative to serve, that entity will forfeit its seat on the Board of Trustees for the ensuing year. That vacancy shall not be used in determining quorum for any meeting of the Board of Trustee in that year.
- For the purposes of electing Trustees, Santa Clara County shall be divided into election districts whose boundaries shall be the boundaries of the former Municipal Court Judicial Districts as they existed on June 30, 1979, specifically, San Jose, West Valley, Los Gatos/Saratoga, Morgan Hill/Gilroy, Palo Alto/Los Altos, Sunnyvale, and Santa Clara. There shall be elected from each election district one (1) Trustee for each one hundred seventy-five (175) members or major fraction thereof having their principal offices within the election district provided, however, that each election district shall be entitled to maintain a minimum of one (1) elected Trustee of the Board. In addition, there shall be at least one at-large Trustee elected from Active Members outside Santa Clara County; an additional at-large Trustee may be elected if there are 350 or more Active Members outside Santa Clara County, but in no event, shall there be more than two at-large Trustee positions.
- The immediate past-president of the Association shall be a member of the Board for the one (1) year following the termination of his/her term in office. No vacancy in this position shall be filled.
Section 4. ABSENCES AND REPRESENTATION.
- Should any Trustee be absent without good cause from any two (2) board meetings during a calendar year, his/her or her office shall be declared vacant. An unexplained absence shall be presumed without good cause. No office shall be declared vacant without thirty (30) days notice to the holder and a reasonable opportunity to submit within such thirty (30) day period evidence to the Board of Trustees that any absence was upon good cause. An absence due to a calendar commitment to a client, court or the State Bar, illness or accident of the member or relative or a vacation [not to exceed thirty (30) days], shall be presumed good cause. Whether any other reason constitutes "good cause" shall be in the sole discretion of the Board of Trustees.
- Any Trustee who moved his/her principal office outside the boundaries of the election district from which he/she was elected may retain his/her Trustee position through the remainder of that calendar year; thereafter he/she shall cease to represent his/her election district and cease to be a Trustee. A vacancy shall be deemed to exist and shall be filled by the Board of Trustees according to this Article IV or, if there is at least one year remaining in the vacating Trustee’s term and the vacancy occurs prior to August 15, at the discretion of the Board of Trustees, the vacancy may be filled by election at the next regularly scheduled election of Officers and Trustees. The appointed and/or elected trustee will complete the remainder of the vacating Trustee’s term.
Section 5. OFFICERS AND QUALIFICATIONS OF OFFICERS.
- The Officers of this Association shall be the president, president-elect, secretary and treasurer who shall be elected and have the duties as set forth in these By-Laws. Trustees may serve as Officers of the Corporation, but a vacancy on the Board shall be deemed to exist in the event the President is selected from the Trustees.
- To be eligible to serve as an Officer of the Corporation, the member shall meet the following qualifications:
(1) President-Elect and President: To serve as president and president-elect, the member shall have served in the Corporation as follows: (a)as the secretary or treasurer within the three years prior to being elected or appointed president-elect; or (b)as a member of the Board of Trustees’ Executive Committee for at least one year within the three years prior to being elected or appointed president-elect; or (c)as a member of the Board of Trustees for at least one term and as a member of the Finance Committee for at least one year immediately preceding being elected or appointed president-elect.
(2) Secretary: To serve as secretary, the member, at minimum shall have served in the Corporation as follows: (a)as a member of the Board of Trustees for at least one year in the year prior to being elected or appointed secretary; or (b)shall have been elected or appointed to the Board of Trustees and served at least one year as chair of a Corporation section or committee and served at least one year as a member of a Corporation committee or section executive committee within the three years prior to being elected or appointed secretary.
(3) Treasurer: To serve as treasurer, the member, at minimum, shall have served on the Finance Committee for at least one year and shall have been elected or appointed to the Board of Trustees within the three years prior to being elected or appointed treasurer.
(4) In the event any of the elective offices becomes vacant and the Board of Trustees is required to fill the vacancy pursuant to these by-laws, Article IV, Section 10, the Trustees may waive the qualifications for that elective office if the Trustees determine it is in the best interest of the Corporation by a two-thirds vote.
Section 6. PRESIDENT.
The President shall be the chief elected officer of the Association and shall implement the policies established by the Board of Trustees. The President presides at all meetings of the Association; calls special meetings of the Association; and appoints the chairs of all committees and sections of the Association. The President shall serve as chairperson of the Executive Committee and Board of Trustees; establishes and sets the agenda for Executive Committee and Board of Trustees’ meetings; and guides the basic policy decisions of the Executive Committee and Board of Trustees. The President makes all appointments and fills vacancies except appointments or vacancies for which other provision is made in these By-Laws.
Section 7. PRESIDENT-ELECT.
The President-elect shall automatically become the President of the Corporation for the ensuing year. The President-elect assumes all duties of the President, and fills the unexpired term of the President, if necessary. However, if it becomes necessary for the Board of Trustees to appoint a President-elect pursuant to Section 2 of this Article, then said appointed President-elect shall fill the unexpired term of the President-elect only and shall not automatically become the President of the Corporation.
Section 8. SECRETARY.
The Secretary shall attend and cause to be kept a record of the proceedings of all meetings of the Finance Committee, the Executive Committee and the Board of Trustees of the Association and of all other matters for which a record shall be ordered by the Board of Trustees of the Association. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Trustees, and shall perform such other duties as may be prescribed by the Board of Trustees or president. All records kept by the Secretary, except those reporting an executive session, shall be open at all times to the inspection of all members of the Association upon reasonable notice given to the Chief Executive Officer or other officer of the Association.
Section 9. TREASURER.
The Treasurer shall be the chairperson of the Finance Committee of the Association and shall have responsibility for ensuring that full and accurate accounts of receipts and disbursements of the Association are kept. The Treasurer shall make regular reports to the Board of Trustees on the financial condition of the Association and shall ensure a yearly independent audit of the Association’s finances and an annual financial statement pursuant to Article X, Section 2 of these By-Laws.
Section 10. VACANCIES.
Every vacancy on the Board of Trustees, or among the elective offices, shall be promptly filled by the Trustees to fill the unexpired term of his/her predecessor in office, except that the president-elect shall automatically fill a vacancy in the office of the President.
Section 11. CONFLICTS OF INTEREST.
- Before any "self-dealing transaction" (as defined by Section 5233 of the California Nonprofit Corporation Law or any successor section thereto) or any part thereof shall be consummated, one of the following shall occur:
(i) The Board shall (A) consider and in good faith determine, after reasonable investigation under the circumstances, that the Corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances, and (B) authorize or approve the transaction in good faith by a vote of a majority of the Trustees then in office without counting the vote of the interested Trustee or Trustees, and with knowledge of the material facts concerning the transaction and the Trustee’s interest in the transaction; or
(ii) Where it is not reasonably practical to obtain approval of the Board prior to consummating the transaction, in a manner consistent with the standards set forth in clause (i) of this section. In the event the procedure of clause (ii) of this section is followed, the Board, after determining in good faith that the conditions of clause (i) of this section are satisfied, shall ratify the transaction at its next meeting by a vote of the majority of the Trustees then in office without counting the vote of the interested Trustee or Trustees.
- Before approving, authorizing or ratifying any contract or other transaction between the Corporation and any corporation, firm or association in which one or more Trustees are also Trustees of this Corporation, the board or committee of the Board (i) must be apprised of the material facts as to the transaction and as to the Trustee's or Trustees’ common directorships and (ii) must authorize, approve or ratify the transaction in good faith by a vote sufficient without counting the vote of the common Trustee or Trustees.
- Interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board which authorizes, approves or ratifies a self-dealing transaction.
- The Corporation shall not make any loan of money or property to or guarantee the obligation of any Trustee or officer (other than advances for anticipated reimbursement expenses) unless such amounts loaned or guaranteed are approved by the Attorney General.
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Section 1. MEMBERSHIP.
There shall be an Executive Committee which shall consist of the Officers of the Corporation and five (5) additional members of the Board of Trustees appointed by the President and approved by the Board of Trustees. Such appointed members shall hold office at the pleasure of the Board and until the appointment of their successors.
Section 2. POWERS.
The Executive Committee shall have the power to act in the place and stead of the Board of Trustees in connection with administrative and emergency matters of the Association. The Executive Committee shall have the power to appoint and/or dismiss the Chief Executive Officer subject to ratification by the Board of Trustees. The Executive Committee shall assume such other duties as the Board of Trustees shall from time to time designate. The Executive Committee shall report to the next meeting of the Board of Trustees upon all actions taken.
Section 3. QUORUM.
Five (5) members of the Executive Committee shall constitute a quorum for the transaction of business and every act or decision done or made by a majority of the members of the Executive Committee present at a meeting at which a greater number be required or fixed by the Board of Trustees.
Section 4. Chief Executive Officer.
The Executive Committee subject to approval by the Board of Trustees shall appoint and/or dismiss the Chief Executive Officer of the Association. The Chief Executive Officer shall manage the daily administrative and financial operations of the Association and shall have the power to appoint and dismiss other employees. The Chief Executive Officer shall upon request of the President or Board of Trustees represent the Association at any function or meeting and shall perform other duties as designated by the President or the Board of Trustees.
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The Board of Trustees may adopt any convenient means to receive, hold, administer and dispose of gifts, donations, bequests, and devices from members and others, and may cause to be organized a nonprofit endowment corporation bearing the name "Santa Clara County Bar Association Endowment," or other suitable name.
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AFFILIATED BAR ASSOCIATION
A bar association may file an application with the Board of Trustees to become an affiliated bar association. Such bar association may become an affiliated bar association if it has at least 50 members of which 35 are Active Members of this Corporation and based on any other criteria established by the Board of Trustees prior to the filing of an application. The Board of Trustees is empowered to grant as a credit toward the payment of dues to this Corporation a part or all of the dues paid by such members to such affiliated associations.
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Section 1. MEMBERS.
The annual meeting of this Corporation shall be during the month of January or February of each year at such time fixed by the President with the approval of the Trustees for the date of said meeting. Notice of the annual meeting shall be by US mail and/or electronic communication to each member at least ten (10) days in advance of said meeting. Any business to be transacted by the members at an annual meeting or other general meeting of the Corporation shall require an affirmative vote of a majority of the members present at such a meeting. There shall be no quorum requirement.
Special meetings of members may be called by the President or the Trustees and shall be called promptly by the President upon written request of three percent (3%) of the Active Members. Notice of every special meeting announcing the purpose of the meeting shall be by US mail and/or electronic communication at least ten (10) days in advance of every special meeting. Any action of the members at a special meeting shall require the affirmative vote of a majority of the members present at the special meeting at which a quorum is present. A quorum for purposes of the special meeting shall be one and one-half percent (1 1/2%) plus one (1) of the current Active Members of the Corporation.
Section 2. TRUSTEES.
Each annual meeting of the Trustees shall be held on a date to be fixed by the President which shall be within thirty (30) days after the annual meeting of members. Notice of meetings of Trustees shall be by US mail and/or electronic communication to each Trustee at least ten (10) days in advance of said meeting. Trustees must meet at least once each quarter.
All Trustees’ meetings except those concerned with personnel, litigation matters, or any meeting held in executive session, may be attended by members of the Corporation, with or without invitation.
Special meetings of the Trustees may be called by the President or upon written request of five (5) Trustees. Notice of every special meeting shall announce the purpose of the meeting.
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Section 1. NOMINATIONS.
Between May 1 and June 31 of each year the Chief Executive Officer of the Corporation shall have available petitions for nominations for any office of the Corporation or vacancy on the Board of Trustees. Any Active Member may place the name of any Active Member in nomination for any office by securing the signatures of at least five (5) other Active Members on that petition. No Active Member may sign more than one such nomination for any office in any election. The petitions must be submitted to the Chief Executive Officer on or before the first day of July of the same year.
On or before the first day of June of each year, the Board of Trustees shall appoint a Nominating Committee consisting of three (3) Active Members from each election district none of whom shall be members of the Board of Trustees. The three (3) members from each election district shall hereafter be referred to as the Local Nominating Subcommittee. The Chief Executive Officer shall call the Nominating Committee to a meeting to be held in February of the same year. At this meeting, the Nominating Committee shall elect its own chairman and secretary. Thereupon, it shall make its nominations for office of the Corporation. The Nominating Committee shall not nominate any person for more than one office. In selecting nominees, the Nominating Committee shall seek candidates truly representative of the highest standards of the legal profession and shall consider such factors as: past distinguished service to the legal profession and the people of Santa Clara County, geographical representation of lawyers throughout said County, experience in the practice of law, a willingness to faithfully serve the Bar Association. No persons other than its members shall be present at any meeting of the Nominating Committee. No member of the Nominating Committee shall be eligible to any office by virtue of action of the Nominating Committee. Presence in person of a majority of the members of any Nominating Committee hereunder shall constitute a quorum.
The Chief Executive Officer shall deliver to the Nominating Committee all petitions received. The Nominating Committee shall review each petition for legal sufficiency, and if found sufficient, shall assign these names to be placed on the ballot. If a petition is rejected, the Committee shall immediately cause the Chief Executive Officer to notify the person filing the petition of the rejection and the reasons therefore.
The Nominating Committee shall make a good faith effort to nominate at least two (2) Active Members for each office except that only one Active Member need be nominated for the office of President.
Immediately after nominating the Officers, the Local Nominating Subcommittees from each election district shall hold separate meetings and shall make a good faith effort to nominate at least two (2) Active Members from their election district to fill each vacancy on the Board of Trustees from that election district.
The full Nominating Committee shall make a report of all names placed in nomination pursuant to this Section, making no distinction, in their report, as to the process by which the names were placed in nomination. The report of the Nominating Committee shall be delivered to the Chief Executive Officer no later than August 15.
Section 2. SECRET BALLOT.
A secret ballot containing the names of the nominees for Officers and Trustees with a write-in space below each office shall be provided by US mail or electronic communication to each Active Member between September 15 and October 5. The names of the candidates for each office shall be listed in alphabetical order in even numbered years, and in reverse alphabetical order in odd numbered years. Appropriate instructions shall be given on the ballot for anonymous balloting and submitting the ballot to the Chief Executive Officer not later than the second Monday in October. Each Active Member shall be allowed to vote for the Officers of the Corporation and for the vacancies existing on the Board of Trustees for the election district in which the member has his/her principal office.
Section 3. ELECTION INSPECTORS.
Ballots shall be tabulated by electronic automation where electronic balloting is used and electronic ballots shall be submitted anonymously. In the event that written paper ballots are used, the Chief Executive Officer shall direct staff and/or uninterested and impartial Active Members in the counting of ballots by anonymous means. If there is more than one (1) vacancy to be filled in any class on the Board of Trustees, the candidates for that class receiving the highest number of votes shall be declared elected. Otherwise, any candidate receiving a plurality shall be declared elected to the office for which he/she has been nominated. In the event of a tie vote, the ballot counters shall select the winner by lot. The election results for each office shall be communicated to all Active Members by US mail and/or electronic communication not later than October 31.
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FINANCES AND FINANCIAL RECORDS
Section 1. FISCAL YEAR.
The fiscal year shall begin on the first day of January and end on the thirty-first day of December of each year.
Section 2. FINANCIAL STATEMENTS.
The books of the Corporation shall be maintained in accordance with generally accepted principles of accounting. The President shall appoint a certified public accountant to prepare an annual financial statement covering the preceding fiscal year, which shall be made available at the Bar Office during regular business hours to any member or mailed to any member who so requests not later than the last day of March. The annual financial statements shall include a balance sheet as of December 31; an income and expense statement showing, to the extent that it is practical to do so, the budget estimate opposite each item of income and expense for the period covered; a statement of the place where the names and addresses of the current members are located; and a statement of any transaction or indemnification as described in Section 8322 of the Non-profit Corporation Law.
Section 3. BUDGET.
The budget for the following fiscal year shall be prepared by the Finance Committee and approved by the Board of Trustees no later than December 31. Upon approval of the budget by the Board, the President shall publish said budget to the membership within thirty (30) days.
Section 4. DUES.
Subject to change as hereinafter approved, the annual dues for Active, Associate, Student, and Affiliated Lay Members shall be as follows:
- New members joining after July 1st of any year shall pay one-half their regular dues for that year. "New Members" as used in this section includes past members who have not belonged to the Corporation for one full year.
- For the purposes of computing the dues, "years" shall be defined as the period beginning with the date of his/her earliest admission to the practice of law in any state or territory or before any federal court, whichever is earlier, except that period on active duty in any of the armed services shall be excluded, provided, however, that if the admission took place after September 1, that year shall not be included.
- Student Members shall pay the Student Member rate plus the cost of any section they choose to join.
- Affiliated Lay Members shall pay the Affiliated Lay Member rate plus the cost of any section they choose to join.
- Annual dues shall be set in such amounts as approved by the Board of Trustees in any budget, but changes shall not be retroactive. Annual dues are payable in advance on the first day of each fiscal year. Assessments are payable on the dates which the Board of Trustees shall designate.
- Failure to pay dues or to meet other financial obligations to the Corporation for more than sixty (60) days after the date on which such debt is payable shall result in automatic suspension of the delinquent members as of said sixtieth day. Notices of suspension shall be sent to each delinquent member. Such notice shall be sent by regular mail or by electronic communication. Such notice shall include the date of automatic expulsion of said delinquent member ninety (90) days from the date dues are payable and state the conditions for reinstatement in good standing set by the Board of Trustees.
- The Board of Trustees may remit or adjust, for such period as they may determine, the payment of dues by any member in the event of his/her illness or other good cause. Furthermore, members of the armed forces on active duty shall be exempt from payment of dues while on such duty.
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COMMITTEES AND SECTIONS
Section 1. STANDING COMMITTEES.
The President shall have discretion to make appointments to all SCCBA committees, with the exception of the Nominating Committee, and shall at his/her discretion appoint the following Standing Committees to be comprised not less than three (3) Association members each:
Lawyer Referral Service
Terms of committee members shall expire when their successors take office.
Section 2. SPECIAL COMMITTEES.
The President may appoint Special Committees and shall determine their number and designate their chairpersons. The tenure of every Special Committee shall be as determined by the appointing authority.
Section 3. SECTIONS.
The President with the approval of the Board of Trustees may designate Permanent Sections and Special Sections which shall concern themselves with specific areas and issues of substantive law, procedural law, continuing legal education, legislation, and any other subject of significant professional or public interest. Each such section shall have a chairperson or co-chairpersons and an executive committee appointed by the President. Terms of executive committee members shall be for one year. Members may be appointed to additional consecutive terms. Sections shall in their respective areas of interest develop programs of interest to their members, educational programs of interest to the corporation membership in general, and programs beneficial to the public.
Section 4. COMMITTEE AND SECTION REPORTS AND MINUTES.
All committees and sections shall keep minutes of their meetings and shall cause same to be filed with the Chief Executive Officer of the Corporation. All committee and section reports filed with the Chief Executive Officer shall be available for inspection and copies shall be supplied to members upon reasonable request. Reports and recommendations of committees shall be in writing and presented to the President and Board of Trustees for consideration. The Board of Trustees shall have the sole authority to approve or disapprove said recommendations.
Section 5. JUDICIARY.
The Committee on Judiciary shall evaluate and make recommendations concerning candidates nominated for appointed judicial positions in Santa Clara County. The Committee shall also review, consider, formulate and report on actions concerning the judiciary in Santa Clara County.
Section 6. FINANCE.
The Committee on Finance shall be chaired by the treasurer and shall consist of all Officers and at least four (4) additional members of the Corporation selected by the President. The Committee’s duties shall be to prepare the proposed budget, to make recommendations respecting the operations of the Corporation throughout the year, to review the monthly financial statements of the Corporation and to determine the financial feasibility of corporate projects, acts, and undertakings referred to it by the Board of Trustees. It shall report its recommendations in writing to the Executive Committee and the Board of Trustees within the time specified in the referral. The recommendation shall set forth the reasons therefore and shall be signed by the members of the Committee concurring therein. Attached to the recommendations shall be the written statements of dissenting members, if any, against the recommendations and the reasons for their dissents. The Committee is advisory only and its recommendations are not binding on the Board of Trustees. The Committee shall prepare and submit to the Board of Trustees, for approval, a proposed budget for the ensuing fiscal year not later than a Trustees’ meeting in the month next preceding the month in which the budget is to be presented to the members.
Section 7. LAWYER REFERRAL SERVICE.
The Committee on Lawyer Referral Service shall oversee the operation and recommend policy to the Board of Trustees of the Association’s Lawyer Referral Service in accordance with the Minimum Standards of the State Bar of California and the Lawyer Referral Service Rules adopted by the Board of Trustees.
Section 8. FEE ARBITRATION.
The Committee on Fee Arbitration shall serve as and appoint arbitrators of fee disputes between members and clients pursuant to the voluntary fee arbitration rules of the Association.
Section 9. NOMINATING COMMITTEE.
The Nominating Committee shall be responsible for all the duties and responsibilities relating to the election of Officers and Trustees of the Corporation as set forth more specifically in Article IX of the By-Laws. The Nominating Committee shall also be responsible for nominating and/or making recommendations to the Executive Committee and Board of Trustees for positions to be appointed or nominated by the President or Board of Trustees such as ABA delegate, candidates for State Bar Conference of Delegates, State Bar Board of Governors, various legal-related and community boards and commissions such as the Legal Aid Society of Santa Clara County, the Conflicts Program, and the Santa Clara County Consumer Affairs Commission. As part of the responsibilities, the Nominating Committee shall actively seek ways to develop and encourage members to be involved in the activities of the Corporation so an appropriate leadership pool is available for the various positions in the Corporation and those representing the Corporation on outside boards and entities.
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Section 1. REFERENCES.
As used herein, the terms "Corporation" and "Association" shall be deemed synonymous.
Section 2. EQUAL OPPORTUNITY.
The membership and activities of the Association shall be considered without regard to ethnicity, sex or creed.
Section 3. APPROVAL OF MEMBERS DEFINED.
Wherever "approval by" (or approval of) the members is used herein, it shall be deemed to mean as follows: Approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (if a quorum is required by these By-Laws) (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with these By-Laws, or by the affirmative vote or written ballot of such greater proportion as may be provided in these By-Laws.
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These By-Laws shall become effective upon their adoption by a majority of the members present at a meeting called for that purpose. They may be amended by a majority of the members present at any meeting, provided, that a copy of the proposed amendment is distributed by US mail and/or electronic communication to each Active Members at least ten (10) days before the meeting.
(Amended November 15, 1978)
(Amended November 15, 1979)
Article IV, Section 3 Subsection (b) (Amended April 22, 1982)
Article X, Section 2 (Amended March 31, 1983)
Article III, Section 1, Section 6 (Amended November 10, 1983)
Article X, Section 5 (Amended November 10, 1983)
Article III, Section 3 (Amended January 17, 1985)
Article IV, Section 3 (Amended June 8, 1985)
Article IV, Section 7A (Amended June 8, 1985)
Article IV, Section 3C (Amended January 16, 1986)
Article X, Section 5 (Amended November 17, 1988)
Article X1, Section 1 (Amended November 17, 1988)
Article XI, Section 13 (Added November 17, 1988)
Article II, Section 1 (Amended September 20, 1996)
Article III, Sections 2-8 (Amended September 20, 1996)
Article IV, Sections1,2,3,5-12 (Amended September 20, 1996)
Article V, Sections 1,4 (Amended September 20, 1996)
Article VIII, Section 1 (Amended September 20, 1996)
Article IX, Sections 1,2,4 (Amended September 20, 1996)
Article X, Sections 2-5 (Amended September 20, 1996)
Article XI, Sections 1-8, 10-14 (Amended September 20, 1996)
Article XII, Sections 1-4 (Amended September 20, 1996)
(Amended October 20, 2005)
Article IV, Section 5 (Amended January 20, 2010)
Article IV, Section 6; Article V, Section 4 (Amended December 6, 2012)
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