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By-Laws
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ARTICLE I. Name

ARTICLE II. Statement of Purpose

ARTICLE III. Members

ARTICLE IV. Trustees & Officers

ARTICLE V. Executive Committee

ARTICLE VI. Endowment

ARTICLE VII. Affiliated Bar Association

ARTICLE VIII. Annual Meetings

ARTICLE IX. Elections

ARTICLE X. Finances

ARTICLE XI. Committees & Sections

ARTICLE XII. Miscellaneous

ARTICLE XIII. Amendments

ARTICLE I

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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ARTICLE II

STATEMENT OF PURPOSE

Section 1. MISSION STATEMENT.

The mission of the Santa Clara County Bar Association is:

a] To serve SCCBA members by:

  1. providing membership benefits which enhance the members' ability to practice law competently and ethically;
  2. providing opportunities for cordial professional and social activities.

b] To improve the administration of justice by:

  1. promoting and advancing improvements in the courts and judicial system and the science of jurisprudence;
  2. advancing the art of advocacy;
  3. promoting the independence of the judiciary.

c] To serve the public by:

  1. promoting better understanding by the public of legal problems, lawyers, and the justice system;
  2. facilitating and promoting the delivery of quality legal services;
  3. 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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ARTICLE III 


MEMBERS

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.

  1. The power to override the Board of Trustees as to purview in connection with public positions.
  2. The power to assign tasks to the President.
  3. The power to elect Officers and Trustees.
  4. The right to attend most meetings of the Board of Trustees.
  5. The right to receive annual financial statements.
  6. The right to review and receive copies of the rules of procedure and committee reports.
  7. The right to receive the annual report.
  8. The right to inspect reports of Board of Trustees’ decisions and activities.
  9. The power to call a special meeting.
  10. 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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ARTICLE IV 

TRUSTEES AND OFFICERS

Section 1. BOARD OF TRUSTEES; POWERS AND DUTIES.

The Association shall have a Board of Trustees, also referred to herein as the “Board.”

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 therefor 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 shall further have any other powers and duties set forth elsewhere in these By-Laws.

The Board may delegate such of its powers to any Officer, Active Member, Committee, or Section, or to the Chief Executive Officer, as the Board, 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. A quorum of the Board of Trustees shall consist of a number of Trustees equal to the next integer greater than one-half (1/2) of the total number of voting members of the Board of Trustees.

Section 2. OFFICERS; POWERS AND DUTIES.  

The Association shall have four Officers, consisting of the President, President-elect, Secretary and Treasurer.

President:  The President shall be the chief volunteer officer of the Association. The President shall implement the policies established by the Board of Trustees, except as otherwise provided in these By-Laws. The President shall preside at all meetings of the Association and may call special meetings of the Association. The President shall appoint the chairs of all Committees and Sections and, except as otherwise provided in these By-Laws, shall make all other appointments and fill all vacancies. The President shall serve as chairperson of the Executive Committee and Board of Trustees and shall establish the agenda for Executive Committee and Board of Trustees meetings.

President-Elect:  The President-elect shall automatically become the President for the ensuing year. The President-elect shall, if necessary, assume any or all duties of the President and/or fill the unexpired term of the President. The President-elect shall perform such other duties as may be prescribed by the Board of Trustees or the President.

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 and of all other matters for which a record shall be ordered by the Board of Trustees or the President. 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 the 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 upon reasonable notice given to the Chief Executive Officer.

Treasurer:  The Treasurer shall be the chairperson of the Finance Committee 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 periodic independent audit of the Association’s finances at such times as the Board of Trustees shall determine and an annual financial statement pursuant to Article X, Section 2. The Treasurer shall perform such other duties as may be prescribed by the Board of Trustees or the President. 

Section 3. OUTREACH COMMITTEE. 

There shall be an Outreach Committee consisting of the President-Elect and a number of additional members appointed by the President and approved by the Board of Trustees. The term of appointed members shall be for one (1) year commencing on January 1 of the year in which the President takes office. Officers and Trustees shall be eligible to serve on the Outreach Committee, but no member of the Outreach Committee may be selected to a new term as an Officer or at-large Trustee during his/her term of service on the Outreach Committee.  At least two (2) members of the Outreach Committee shall consist of persons who are not Officers or Trustees.  No person may serve on the Outreach Committee more than two (2) years in any five (5) year period, except that the President-Elect shall serve on the Outreach Committee regardless of his/her number of terms of prior service. The President-Elect shall serve as Chair. 

The Outreach Committee shall have the following duties:

·         To recommend to the Board of Trustees for approval a form of application to be used by persons wishing to apply for a position as Officer or at-large Trustee for the ensuing term.

·         To recommend to the Board of Trustees for approval a plan to advertise open Officer and at-large Trustee positions and encourage the submission of applications by qualified candidates who reflect the diversity of the Association’s membership and represent the highest standards of the legal profession.

·         To prepare an annual written report, in the form described below, for approval by the Board of Trustees.

·         To 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.

·         To carry out such other duties as may be provided in these By-Laws or delegated by the Board of Trustees or the President.

In lieu of meeting minutes, the Outreach Committee shall prepare and recommend for approval by the Board of Trustees an annual written report of the Committee’s proceedings, in a form prescribed by the Board of Trustees.  Once so approved, the report shall be open to inspection by any member of the Association upon reasonable written notice given to the Chief Executive Officer.

Section 4. MEMBERSHIP OF TRUSTEES.

Except as provided for in the first paragraph of Article IV, Section 6, the Board of Trustees shall consist of Active Members comprised as follows:

a.   The Officers.

b.   The Chair (or his/her designated representative) of each of the following Committees and Sections: the Barristers Committee, the Women Lawyers Section, and the Diversity Committee. If any of the above has Co-Chairs, the President shall appoint one of them to serve on the Board of Trustees.

c.   The President of each of the Santa Clara County Black Lawyers Association, the Santa Clara County La Raza Lawyers Association, and the Asian Pacific American Bar Association of Silicon Valley. The President of any of said bar associations may, is encouraged to, but need not designate another member of that bar association to serve on the Board of Trustees in his/her stead.  On or before December 1 of each year, or such other date as the Board of Trustees may provide, the Chief Executive Officer shall provide to the ensuing year’s President (or, if the ensuing year’s President is not yet known, to the then-current President) of each of said bar associations a Notice of Intent to Serve, which must be returned on or before January 1 of the ensuing year, or such other date as the Board of Trustees may provide, identifying the person who will serve on the Board of Trustees on behalf of such bar association, stating such person’s qualifications to serve and commitment to actively serve on the Board of Trustees, and signed by the ensuing year’s President of such bar association (or, if the ensuing year’s President is not yet known, by the then-current President) and, if applicable, such President’s designee. In the event that any of said bar associations fails to return the Notice of Intent to Serve or informs the Chief Executive Officer that it will not designate a representative to serve on the Board of Trustees, that bar association will forfeit its seat on the Board of Trustees for the ensuing year and the seat shall remain unfilled during such year and shall not be considered for purposes of determining a quorum of the Board of Trustees.

d.   Six at-large Trustees selected in accordance with Article IV, Section 6.

e.   The immediate past-president of the Association shall remain on the Board as an emeritus, non-voting member for the one (1) year following the termination of his/her term in office. No vacancy in this position shall be filled.

Section 5. TERM OF OFFICE.

The term of an Officer shall be for one (1) year. Except as provided in the first paragraph of Article IV, Section 6, the term of an at-large member of the Board of Trustees shall be for two (2) years and the term of other Trustees shall be for one (1) year. Each term shall begin on January 1 following the year in which the Trustee or Officer is selected.

Unless otherwise stated herein, no person may succeed himself/herself in an Officer position unless he/she has served less than six (6) months in that Officer position, and no person may be selected as a Trustee if such selection would cause the person to serve as a Trustee for more than four (4) years in any six (6) year period, except that (1) an Officer may serve on the Board of Trustees regardless of his/her past service and (2) in determining eligibility to serve as a Trustee, any prior term as an at-large Trustee of less than eighteen (18) months shall be disregarded.

Any Officer or Trustee who was elected or appointed under any prior version of these By-Laws shall continue to serve until the end of his or her term as determined by the applicable By-Laws in effect at the time of his or her election or appointment.  This provision shall supersede any conflicting provision of these By-Laws.

 Section 6. SELECTION OF TRUSTEES AND OFFICERS.

In the first year in which at-large Trustees are selected under the current version of these By-Laws, three (3) at-large Trustees shall be selected to serve for a term commencing in the ensuing year.  In addition, if fewer than three (3) Trustees elected under the immediately preceding version of the By-Laws (“Legacy Trustees”) have terms that continue through the end of the ensuing year, then an additional number of at-large Trustees will be selected so that the number of at-large Trustees plus the number of Legacy Trustees serving in the ensuing year equals six (6).  Such additional number of at-large Trustees shall serve for a term of one (1) year beginning on January 1 following the year in which the Trustee is selected.

In each year after the first year in which at-large Trustees are selected under the current version of these By-Laws, three (3) new at-large Trustees shall be selected so that there are a total of six (6) at-large Trustees serving in each ensuing year.

Between July 1 and August 31 of each year, or during such other time as the Board of Trustees may provide, the Chief Executive Officer shall make applications available to Active Members, in a form approved by the Board of Trustees, for all Officer and Trustee positions that will become open in the ensuing year, and shall advertise the open Officer and at-large Trustee positions in accordance with a plan approved by the Board of Trustees. Completed applications must be submitted to the Chief Executive Officer on or before the first day of September of the same year, or such other deadline as the Board of Trustees may establish. A person may not apply for more than one open Officer or Trustee position in a given year.

If there are no qualified applicants for an open Officer or at-large Trustee position, the position shall be deemed vacant.  If there is only one (1) qualified applicant for such a position, the qualified applicant shall fill the position for the corresponding term.  If there are two (2) or more qualified applicants for such a position, the position will be filled by an election between those qualified applicants held in accordance with Article IX.

Section 7. ABSENCES.

Should any Trustee be absent without good cause from any two (2) board meetings during a calendar year, or fail to pay his or her SCCBA dues within a reasonable time, the Board of Trustees may declare his/her seat vacant. An unexplained absence shall be presumed to be without good cause. An absence due to a calendar commitment to a client, a court, or the State Bar, an illness of or injury to the Trustee or Trustee’s relative, or a vacation that does not span more than one board meeting shall be presumed good cause. Whether any other reason constitutes good cause shall be in the sole discretion of the Board of Trustees. No seat shall be declared vacant without thirty (30) days’ notice to the Trustee, during which period the Trustee may, as applicable, pay his or her dues or submit to the Chief Executive Officer, for consideration by the Board of Trustees, evidence of good cause for any absence.

Section 8. QUALIFICATIONS OF TRUSTEES AND OFFICERS.  

a.   Trustees may serve as Officers, but a vacancy on the Board of Trustees shall be deemed to exist in the event a Trustee’s term has not expired when such Trustee’s term as an Officer commences.

 b.  To be eligible to serve as an Officer, a person shall be an Active Member who has paid all SCCBA dues owed, and shall meet the following additional qualifications:

(1)   President-Elect and President: To serve as President and President-elect, the member shall, at minimum, have served in the Corporation as follows: (a) as the Secretary or Treasurer within the three years prior to commencing service as President-elect; or (b) as a member of the Executive Committee for at least one year within the three years prior to commencing service as President-elect; or (c) as a member of the Board of Trustees for at least one full term and as a member of the Finance Committee for at least one year immediately prior to commencing service as President-elect.

(2)   Secretary: To serve as Secretary, the member shall, at minimum: (a) have served as a member of the Board of Trustees for at least one year immediately prior to commencing service as Secretary; or (b) have served in the Corporation in each of the following ways within the three years prior to commencing service as Secretary: as a member of the Board of Trustees for at least one full term and as chair or co-chair of a Section or Committee for at least one year and as a member of a Committee or Section executive committee for at least one additional year.

(3)   Treasurer: To serve as Treasurer, the member shall, at minimum, have served in the Corporation in each of the following ways within the three years prior to commencing service as Treasurer: on the Finance Committee for at least one year and as a member of the Board of Trustees for at least one full term.   

c.   To be eligible to serve as a Trustee, a person shall be an Active Member who has paid all SCCBA dues owed. To be eligible to serve as an at-large Trustee, a person shall also have been an Active Member having paid all SCCBA dues owed for at least one (1) full year prior to commencing service as an at-large Trustee.  In addition, a current Trustee seeking to be selected as an at-large Trustee for the immediately following term shall be eligible only if he or she attended at least fifty percent of Board meetings during his or her then-current term, regardless of good cause for any absences.

Section 9. VACANCIES.

In the event of a vacancy on the Board of Trustees or among the Officers, the Board shall promptly select an Active Member to fill the vacancy, such person to serve during the unexpired term of the vacant Board position or office, except that the President-elect shall automatically fill a vacancy in the office of the President. In selecting a person to fill the vacancy, the Board of Trustees shall take into account whether the person meets the qualifications for the vacant position or office set forth in Article IV, Section 8, and shall also take into account such factors as the person’s past distinguished service to the legal profession and the people of Santa Clara County, past service on the Board of Trustees and otherwise in the Bar Association, experience in the practice of law, high standards of ethics and integrity, willingness to faithfully serve the Bar Association, and ability to represent and reflect the diversity, geographic and otherwise, of lawyers throughout said County.

Each candidate for a vacant position or office shall complete an application in a form approved by the Board of Trustees. The Board of Trustees may direct the Outreach Committee to assist with identifying candidates to fill the vacancy, with a preference for candidates meeting the criteria identified in the preceding paragraph. During the period of any vacancy, the vacant Board seat shall not be used in determining a quorum for any meeting of the Board of Trustees.

Each candidate for a vacant position or office shall complete an application in a form approved by the Board of Trustees. The Board of Trustees may direct the Outreach Committee to assist with identifying candidates to fill the vacancy, with a preference for candidates meeting the criteria identified in the preceding paragraph. During the period of any vacancy, the vacant Board seat shall not be used in determining a quorum for any meeting of the Board of Trustees.

In the event any of the offices of President, President-elect, Secretary, or Treasurer becomes vacant and the Board of Trustees is required to fill the vacancy pursuant to this Section, the Board of Trustees may waive the qualifications for that office upon determining it is in the best interest of the Corporation by a two-thirds vote.

Section 10. CONFLICTS OF INTEREST.

a.   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 interest of the Trustee or Trustees in the transaction; or

(ii) Where it is not reasonably practical to obtain approval of the Board prior to consummating the transaction, the Executive Committee, by a majority vote, shall consider and in good faith determine, in a manner consistent with the standards set forth in clause (i) of this section, whether a conflict of interest exists. 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.

b.   Before approving, authorizing or ratifying any contract or other transaction between the Corporation and any corporation, firm or association of which one or more officers, directors, trustees, or persons holding a position of comparable responsibility are also Trustees of this Corporation (each such person a “Common Trustee”), the Board or Executive Committee (i) must be apprised of the material facts as to the transaction and as to the Common Trustees’ interest in the transaction and (ii) must authorize, approve or ratify the transaction in good faith by a vote sufficient without counting the votes of the Common Trustees.

c.   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.

d.   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 of the State of California.

 

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ARTICLE V

EXECUTIVE COMMITTEE

Section 1. MEMBERSHIP; TERM OF OFFICE.

There shall be an Executive Committee consisting of the Officers, three (3) additional members of the Board of Trustees appointed by the President and approved by the Board of Trustees, and the Chief Executive Officer as a non-voting member. The appointed members shall serve a one-year term commencing on January 1 of the year in which the President takes office, regardless of the number of terms of prior service on the Executive Committee, and subject to removal at any time by the Board of Trustees or automatically upon vacating or being declared to have vacated his or her Board position.

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 AND VOTING.

Four (4) members of the Executive Committee shall constitute a quorum for the transaction of business. Acts of the Executive Committee shall require the affirmative vote of a majority of the Executive Committee members present at a meeting at which a quorum is present.

Section 4. Chief Executive Officer.

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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ARTICLE VI

ENDOWMENT

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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ARTICLE VII

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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ARTICLE VIII

ANNUAL MEETINGS

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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ARTICLE IX

ELECTIONS

Section 1. SECRET BALLOT.

If an Officer or at-large Trustee position is to be filled by an election pursuant to Article IV, Section 6, a secret ballot containing the names of the qualified applicants for any contested Officer or at-large Trustee position shall be provided by US mail or electronic communication to each Active Member between September 15 and October 5, or such other dates as the Board of Trustees may specify. The names of the qualified applicants for each contested Officer or at-large Trustee position 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, or such other date as the Board of Trustees may specify. Each Active Member shall have one vote for each contested Officer position and, for contested at-large Trustee positions, shall have a number of votes equal to the number of at-large Trustee positions placed on the ballot for election. The Chief Executive Officer shall adopt measures to ensure that each Active Member has an equal opportunity to exercise his or her right to vote and that each Active Member does not exceed the number of authorized votes.

Section 2. ELECTION RESULTS.

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) at-large Trustee position to be filled, the candidates receiving the highest number of votes shall be declared elected. Otherwise, any candidate for an Officer or at-large Trustee position receiving a plurality shall be declared elected to such position. In the event of a tie vote, the winner shall be selected by lot, to be conducted by the ballot counters if paper ballots are used or by the Chief Executive Officer if electronic ballots are used. The election results for each contested Officer and Trustee position and the names of the Qualified Applicants for any uncontested Officer and Trustee position shall be communicated to all Active Members by US mail and/or electronic communication not later than October 31, or such other date as the Board of Trustees may specify.

 

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ARTICLE X

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: 

  1. 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.
  2. 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.
  3. Student Members shall pay the Student Member rate plus the cost of any section they choose to join. 
  4. Affiliated Lay Members shall pay the Affiliated Lay Member rate plus the cost of any section they choose to join.
  5. 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.
  6. 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. 
  7. 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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ARTICLE XI

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:

Judiciary
Finance
Lawyer Referral Service
Fee Arbitration

Terms of committee members shall expire when their successors take office. 

Section 2. SPECIAL COMMITTEES.

The President or Board of Trustees may create Special Committees. The creating authority shall determine a Special Committee’s number of members as well as the tenure of the Committee and its members. The President shall designate the chairperson(s) and other members of any Special Committee.

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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ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 1. REFERENCES.

As used herein, the terms "Corporation" and "Association" shall be deemed synonymous, each referring to the Santa Clara County Bar Association.

Whenever these By-Laws refer to an Officer, the Board of Trustees, the Executive Committee, or the Chief Executive Officer having the power to take an action or fill a position, the power shall be held by the person or persons serving as the Officer, Board of Trustees, Executive Committee, or Chief Executive Officer at the time the action is taken or at the start of the term of the position being filled, unless otherwise stated.

All references in these By-Laws to any board, committee, section, officer, employee or member shall mean a board, committee, section, officer, employee or member of the Corporation unless otherwise stated.

All references to the number of any Article or Section shall mean an Article or Section of these By-Laws, unless otherwise stated.

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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ARTICLE XIII

AMENDMENTS

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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