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BYLAWS OF
SANTA CRUZ COUNTY BAR ASSOCIATION
(Amended December 9, 2004)

ARTICLE I - OFFICES

Section 1.01. The principal office of the Association for its transaction of business is located in the County of Santa Cruz, California. The Board of Directors shall have full power and authority to change the principal office of the Association from one location to another in Santa Cruz County. Any such change shall not be considered an amendment of these Bylaws.

ARTICLE II - MEMBERS

Classification of Members

Section 2.01. The Association shall have two classes of members: Regular Members and Associate Members. Regular Members of the Association shall be those Attorneys at Law admitted to practice law in the State of California and who have applied for and been admitted to membership herein. Associate Members shall be those Attorneys at Law, Law Students, or Pre-Law Students who are not eligible to become regular members, and have applied for and been admitted to associate membership herein. Associate Members shall not be empowered to vote and shall not constitute "members" within the meaning of Corporations Code section 5056. Those Attorneys at Law who are retired or on inactive status with the State Bar shall be eligible to join the Association as Associate Members.

Admission to Membership

Section 2.02. Any attorney qualified for membership under Section 2.01 of those Bylaws shall be admitted to membership only upon an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors and on the payment of the dues as specified in Section 2.03 of these Bylaws.

Amount of Dues

Section 2.03. The regular annual dues payable to the Association by members shall be such amount as shall be determined by action of the Board of Directors. The Board may set annual dues at lower amounts in the following cases:

1. Lawyers in the first year of practice;
2. Law students or pre-law students;
3. Retired lawyers;
4. Lawyers practicing less than three years;
5. Lawyers working in non-profit programs; and
6. Public sector attorneys.

Dues shall be payable upon admission to membership and annually during the first month of each year thereafter, at such time or times as may be fixed by the Board.

Certificate of Membership

Section 2.05. The Association shall not be required to issue membership certificates; however, the Association reserves the right to issue identity cards or similar devices to members which serve to identify members of the Association.

Non-Liability of Members

Section 2.06. A member of the Association shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Association.

Termination of Membership

Section 2.07. The membership rights of membership shall terminate on the occurrence of any of the following causes:

1. The voluntary resignation of a member of the Association on such member's written request for such termination delivered to the President or Secretary of the Association personally or deposited in United States first-class mail, postage prepaid.
   
2. The death of a member;
   
3. The elevation of a member to a judge or commissionership;
   
4. The nonpayment of dues when due;
   
5. Professional conduct or dealing, or professional disruption, with tends to bring the Association or the practice of law into disrepute;
   
6. Suspension by the State Bar of the memberšs ability to practice law; or
   
7. Disbarment by the State Bar.
   

Effect of Termination

Section 2.08. All rights of a member in the Association and in its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract or otherwise. The Association shall retain the right to enforce any such obligation or obtain damages for its breach.

ARTICLE III - MEETINGS OF MEMBERS

Place

Section 3.01. Meetings of members shall be held at such location within the State of California and County of Santa Cruz, and at such other places as may be designated from time to time by action of the Board of Directors.

Annual Meeting

Section 3.02. The annual meeting of members shall be held in first quarter of each year, at a time and place set by the Board of Directors, for the purpose of transacting such business as may come before the meeting, including the election of Officers and Directors for such terms as are fixed in Section 4.03 of these Bylaws. If the election of Directors shall not occur at any such meeting of the members, or without a meeting by written ballot pursuant to Section 3.11 of these Bylaws, the Board shall cause the election of Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the scheduled date of the annual meeting of the members. (amended January 18, 2001)

Special Meetings

Section 3.03. Special meetings of members shall be called by the Board of Directors, or by five percent (5%) of the members of the Association (pursuant to the California Corporations Code), and held at times and places selected by the Board of Directors. Notice of Meetings

Section 3.04. Written notice of every meeting of members shall be either personally delivered or mailed by first-class or bulk rate United States mail, postage prepaid, at least five (5) days before the date of the meeting, to each member who is entitled to vote thereat. If given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Association or at the address given by the member to the Association for the purpose of notice.

Contents of Notice

Section 3.05. The notice shall state the place, date, and the time of the meeting, and shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected, including the annual meeting, shall include the names of all those who are nominees at the time the notice is given to the members.

Quorum

Section 3.06. A quorum at any meeting of members shall consist of ten percent (10%) of the Regular Members.

Voting of Membership

Section 3.07. Regular Members are such entitled to one vote on each matter submitted to a vote of the members. Associate Members shall not be entitled to vote on any matter submitted to a vote of the members. Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the Association, except as otherwise expressly provided in these Bylaws, provided, however, that a proxy shall not be valid after the expiration of eleven (11) months from the date thereof, nor after it is revoked by the person executing it.

Ballot Requirements

Section 3.08. Any action except the election of Directors which may be taken at any meeting of members may be taken without a meeting provided there is satisfaction of the following ballot requirements:

1. The Association distributes a written ballot to every member entitled to vote on the matter;
2. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association;
3. The number of votes cast by ballot with the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action; and
4. The number of approvals equals or exceeds the number of votes that would be required to approve at a meeting which the total number of votes cast was the same as the number of votes cast by ballot.

Conduct of Meetings

Section 3.09. The President of the Association or, in his or her absence, the President-Elect or other Director shall be Chairman of and shall preside over the meetings of the members. The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Association, or the law.

ARTICLE IV - DIRECTORS

Number

Section 4.01. The Association shall have nine Directors, including the following officers, President, President-Elect, Past President, Secretary, Treasurer and four Directors-at-Large. Section 4.02. The Directors and officers of the Association shall be regular members in good standing of the Association.

Terms of Office

Section 4.03.

1. All directors and officers have one year terms and shall be elected each year at the annual meeting of the members of the Association;
2. No person shall serve on the Board for more than five (5) consecutive years. The only exception to this rule shall be that if a member serves as President in his fifth year of service, he shall be entitled to serve a sixth year as Past President. Former members seeking to rejoin the Board must sit out at least one election cycle.

Nomination

Section 4.04. Any person qualified to be a Director or officer under Section 4.02 of these Bylaws may be nominated by the following method

1. The Nominating Committee shall consist of the Past President, the President, and the President-Elect.
2. Nominations shall be solicited from the membership.
3. The Nominating Committee shall propose a slate of Directors and Officers to the Board.
4. The Board may accept all or any of said nominations. If any of the nominations are not accepted, the Committee will be requested to submit additional nominations.
5. Once all nominations are approved by the Board, they will be announced to the membership before the Annual Meeting.

Election

Section 4.05. The Directors shall be elected either at each annual meeting as prescribed in Section 3.02 of these Bylaws or by written ballot as authorized by Section 3.11 of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors at large shall be eligible for election to any other office, but shall otherwise not serve more than three continuous years in office.

Compensation

Section 4.06. The Directors shall serve without compensation, except that they may be allowed and paid their actual and necessary expenses incurred in registering for meetings of the State Bar of California on behalf of the Board, upon vote of the Board.

Meetings

Section 4.07.

1. Meetings of the Board may be called by the President, President-Elect, Secretary, Treasurer, or any two (2) Directors.
2. Regular meetings of the Board shall be held at least once each month, except the President may, subject to being overruled by any three Directors, dispense with the meetings in the months of July or August, or both.
3. A majority of the authorized number of Directors constitutes a quorum of the board of the transaction of business, except as hereinafter provided.
4. Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting.
5. Any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Association, or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at a meeting.

Action Without Meeting

Section 4.08. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

Section 4.08.1. Should Board action be required or desirable in the absence of a regularly-scheduled or specially-called meeting of the Board, either the President or the Executive Director may canvass the Board members, and act in reliance thereon. In such cases, a reasonable effort shall be made to contact each Director. Delegation of Authority

Section 4.09. The Board may appoint an Executive Director to manage the activities of the Association, and such other personnel including, but not limited to, corporate counsel, as the Board shall deem necessary to properly carry out the functions of the Association. Such personnel need not be members of the Association. Such personnel shall serve at the pleasure of the Board of Directors and shall receive such compensation as shall be determined from time to time by resolution of the Board of Directors. All activities and affairs of the Association shall be managed and all corporate powers shall be exercised by such personnel under the ultimate direction of the Board.

Removal of Directors

Section 4.10. The Board may declare vacant the office of a Director on the occurrence of any of the following events:

1. The Director has been declared of unsound mind by a final order of court;
2. The Director has been convicted of a felony;
3. The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust; or
4. The Director ceases to be a member of this Association, or resigns as Director.

Resignation of Director

Section 4.11. Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors of the Association, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is to be effective at a future time, a successor may be elected before the effective resignation date, to take office when the resignation becomes effective.

Vacancies on the Board

Section 4.12. Vacancies on the Board of Directors shall be replaced by election of the remaining Directors, unless there be fewer than four Directors remaining, in which case a general election shall be called for filling the vacancies then existing, voting to be in the manner of any other election.

Officers Duties

Section 4.13. The officers shall perform the duties usually undertaken and those assigned by the Board of Directors

Committees

Section 4.14. The Board may appoint such committees as may be necessary from time to time to assist the Board in carrying out Association business.

ARTICLE V INDEMNIFICATION

Right of Indemnification

Section 5.1. The Association shall reimburse, indemnify and hold harmless each director, officer and employee of the Association from and against all fines, judgments, settlements and expenses and other amounts actually and reasonably incurred in connection therewith of such person which arise in whole or in part by reason of being or having been a director, officer, or employee of the Association if such person acted in good faith and in a manner she or he reasonably believed to be in the best interests of the Association (and, in the case of a criminal proceeding, had no reasonable cause to believe her or his conduct was unlawful). Such right of indemnification shall be to the full extent allowable and in the manner provided by California Corporations Code Section 7237 and the California Corporations Code as it may from time to time be amended and shall inure to such person's legal successors and representatives. Expenses incurred in defending any proceeding may be advanced by the Association prior to the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount unless it is determined ultimately that she or he is entitled to be indemnified. (amended September 19, 1996)

Purchase of Insurance

Section 5.2. The Association is authorized to purchase insurance for its directors, officers and employees protecting them against liabilities and expenses described herein, and the limitation on the payment of indemnification set forth above shall not apply to limit the conditions under which any amount of insurance proceeds may be paid to any director, officer or employee. (amended September 19, 1996)

ARTICLE VI - CORPORATE RECORDS

Keeping Records

Section 6.01. The Association shall keep adequate and correct records of account and minutes of the proceedings of the Board. The Association shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any form capable of being converted into written form section 5.02. The Secretary or designee shall be the custodian of the Association records.

ARTICLE VII - PUBLIC STATEMENTS

General

Section 7.01. No individual member of the Association, nor the Board of Directors, shall make any public statement constituting the official position of the Association unless first authorized to do so by a majority of the Board.

Judicial Plebiscite

Section 7.02. In the case of Judicial Plebiscite, such ballot shall be conducted so as to maintain the anonymity of the member voting. The ballot committee may take such steps as are reasonably necessary to ensure that only the votes of regular members are counted. If there are only two candidates, or if only a "yes" or "no" vote is required, each member shall be entitled to only one vote on each question, issue, or office. If there are three or more-candidates for office to be voted on, each member shall be entitled to indicate his first, second, third, and fourth choices. The committee tabulating such votes shall assign 5 points for each first place vote, 3 points for each second place vote, 2 points for third, and I point for fourth. If the results are announced publicly, they shall include the total number of points received by each candidate, the number of votes in each category, and the number of members voting on the issue.

Section 7.03. In no case shall a member publicly state as the official position of this association the support of any candidate for public office, except for judicial office. For this purpose, "judicial office" refers to California State Supreme Court and Appellate Court Justices, Superior Court Judges, and Commissioners, Federal Judge and Justices and the County Clerk and District Attorney.

ARTICLE VIII - MEMORIAL SERVICES

Section 8. 01. The Directors may call to the attention of the presiding Judge of the Superior Court the fact of the death of any member. The Association may notify the members of the time and place fixed by the Superior Court for a memorial services for such deceased member.

ARTICLE IX - BAR ASSOCIATION SECTIONS

Section 9.01. Any member of the Association may, with the approval of the Board, form a Section, a group of attorneys which shall concern itself with specific areas and issues of substantive law, procedural law, continuing education, legislation, and any other subject of significant public or professional interest.

Section 9.02. Each Section shall designate a contact person, who shall be a member of the Association, and who shall be the sole contact between the Section and the Association.

Section 9.03. No Section, or any of its members, shall make any public comment or endorsement, or take a position on any matter of public or legal interest, in the name of or on behalf of either the Section or the Association, without the express prior written permission of the Board of the Directors of the Association or the Executive Director.

Section 9.04. No Section, or any of its members, shall advertise or publicize any Section activity to the general public, without the prior permission of the Board of Directors of the Association or the Executive Director.

Section 9.05. The Association's MCLE authority may be used by its Section if: (1) The Board, or its designate, approves the activity. If Board approval is sought, the Contact Person shall submit a written request for MCLE credit to the Board at least 5 days before a Board meeting which precedes the date of the proposed MCLE activity; (2) The Section remits to the Association a list of each non-member requesting MCLE credit together with their fee of $10.00 per-MCLE credit hour.

Section 9.06. Each Section shall be responsible for its own mailing and duplicating costs. Except as provided in these Rules, the Association shall not provide staff time or administrative support for any section. Flyers advertising MCLE functions must include the current State Bar-approved notification statement.

Section 9.07. A Section found by the Board to be in default of any of these Rules may, at the election of the Board, be disassociated (as a section) from the Association.

ARTICLE X - AMENDMENT

Section 10.01. These Bylaws may be amended by majority vote of the members voting, by person or by proxy at a meeting called for that purpose, or by mailed ballot, or by the Board of Directors upon a 2/3 vote of the authorized number of directors.