SANTA CRUZ COUNTY BAR ASSOCIATION
(Amended July 27, 2017)
ARTICLE 0 – PRELIMINARY
Section 0.01. As used in these bylaws, the following terms have the following definitions:
“The Association” means the Santa Cruz County Bar Association.
“The Board” means the Association’s Current Board of Directors.
“Director” means a current director of the Association.
“Member” means a current member of the Association.
Section 0.02. All citations to the Corporations Code refer to the Code as it existed July 1, 2016. If any section is amended or recodified, the citation refers to the section as amended or recodified.
Section 0.03. All citations to sections refer to sections of these bylaws unless the context suggests reference to sections of something else.
ARTICLE I – OFFICES
Section 1.01.The Association’s principal office of the Association is in the County of Santa Cruz, California. The Board of Directors may change the principal office to another location in Santa Cruz County without amending these Bylaws.
ARTICLE II – MEMBERS
Classification of Members
Section 2.01. The Association has two classes of members: Regular Members and Associate Members. Regular Members of the Association are those Attorneys at Law admitted to practice law in the State of California who have applied for and been admitted to membership. Associate Members are those Attorneys at Law, Law Students, or Pre-Law Students not eligible to become regular members who have applied for and been admitted to associate membership. Associate Members have no vote and are not “members” under Corporations Code section 5056. Attorneys at Law who are retired or are on inactive status with the State Bar may 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 by applying in the form and manner that the Board prescribes and by paying the dues specified in Section 2.03.
Amount of Dues
Section 2.03. The Board shall determine members’ regular annual dues. The Board may set annual dues at lower amounts for the following classes:
- Law students or pre-law students;
- Lawyers in the first year of practice;
- Retired lawyers;
- Non-practicing lawyers;
- Lawyers practicing less than three years;
- Lawyers working in non-profit programs; and
- Public sector attorneys.
Dues shall be payable upon admission to membership annually, and with a 50% discount extended mid-year.
Certificate of Membership
Section 2.05. The Association need not issue membership certificates, but it may issue identity cards or similar devices to members to identify them as members.
Non-Liability of Members
Section 2.06. A member shall not solely because of membership be personally liable for the Association’s debts, obligations, or liabilities.
Termination of Membership
Section 2.07. Membership shall terminate upon any of the following events:
- The member’s voluntary resignation on written request delivered to the Association’s President or Secretary personally delivered or by first-class mail;
- The member’s death;
- The member’s election or appointment as a judge or judicial commissioner;
- The nonpayment of dues;
- Professional conduct or dealings which tend to bring the Association or the practice of law into disrepute, following an opportunity to be heard;
- Suspension by the State Bar of the member’s ability to practice law; or
- Disbarment by the State Bar.
Effect of Termination
Section 2.08. All rights of a member in the Association and in its property ceases on the termination of membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, whether arising from contract or otherwise. The Association retains the right to enforce any such obligation or to obtain damages for its breach.
ARTICLE III – MEETINGS OF MEMBERS
Section 3.01. Meetings of members shall be held at such location within the County of Santa Cruz that the Board designates.
Section 3.02. The members will meet annually in the first quarter of each year, at a time and place set by the Board to transact any business that comes before the meeting, including electing Officers and Directors for the terms fixed in Section 4.03.
Section 3.03. A special meeting of members may be called by the President, by a majority of the Board, or by 5 percent of the members, and held at the time and place the Board designates.
Notice of Meetings
Section 3.04. Written notice of every meeting of members shall be personally delivered, mailed by first-class or bulk rate United States mail, or, if authorized by the board and Corporations Code section 20, by electronic communication at least ten days before the meeting, to each regular member. Notice given by mail, electronically, or otherwise in writing shall be sent to the member at the address of in the Association’s books or at the address the member gives 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 that the Board of Directors 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.
Section 3.06. A quorum at any meeting of members shall consist of 10 percent of the Regular Members.
Voting of Membership
Section 3.07. Regular Members have one vote on each matter submitted to a vote of the members. Associate Members have no vote. Regular members may vote either in person or by a written proxy executed by such person delivered to the Executive Director of the Association, except as otherwise expressly provided in these Bylaws. No proxy is valid after eleven months from its date of execution or after it its revocation.
Actions with Meeting
Section 3.08. (a) Any action except the election of Directors which may be taken at any meeting of members may be taken without a meeting if:
- The Association distributes a written ballot to every regular member;
- The ballot sets forth the proposed action, provides an opportunity to specify approval or disapproval of any proposal, and provides a reasonable time within which to return the ballot to the Association;
- The number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action; and
- The number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (b) The Board may approve electronic balloting under section (a) under Sections 20 and 21 of the Corporations Code.
Conduct of Meetings
Section 3.09. The President of the Association or, in his or her absence, the President-Elect or a Director designated by the President shall preside over the meetings of the members. Robert’s Rules of Order shall govern the meetings insofar as not in conflict with these Bylaws, the Articles of Incorporation of this Association, or the law.
ARTICLE IV – DIRECTORS
If Directors are not elected at the annual meeting the Board shall call a special meeting to elect as soon as reasonably possible after the annual meeting of the members.
Section 4.01.The Association shall have nine Directors: the President, the President-Elect, the Past President, the Secretary, the Treasurer and four Directors-at-Large.
Section 4.02. Officers and Directors shall be regular members in good standing.
Terms of Office
- All Directors and Officers have one year terms and shall be elected each year at the annual meeting of members. Nothing prevents any officer from serving more than one year consecutively in any office.
- No person shall serve on the Board for more than five consecutive years except
(a) a Director serving as President Elect for the fifth year may remain on the board a sixth year as President and a seventh year as Past President; and
(b) a Director elected President-Elect after serving five years may remain on the board a sixth year as President-Elect, a seventh year as President, and an eighth year as Past President.
3. Former members seeking to rejoin the Board must sit out at least one election cycle.
Section 4.04. The Board shall nominate Officers and Directors using the following procedure:
- The Nominating Committee consists of the Past President, the President, and the President-Elect. If these officers consist of fewer than three persons, the Executive Director shall serve on the Nominating Committee.
- Nominations shall be solicited from the membership.
- The Nominating Committee shall propose a slate of Directors and Officers to the Board.
- The Board may accept all or any proposed nominations. If it does not accept one or more nominations, the Committee will submit additional nominations.
- Once the Board approves all nominations, they will be announced to the membership before the Annual Meeting.
Section 4.05. The Directors shall be elected either at each annual meeting under Section 3.02 or at a special meeting called as soon as reasonably possible following the annual meeting by oral vote by all in attendance. 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.
Section 4.06. The Directors shall serve without compensation, except that the Board may allow reimbursement for their actual and necessary expenses incurred in registering for meetings of the State Bar of California on behalf of the Association, as long a the Board has approved attendance in advance.
- The President, President-Elect, Secretary, Treasurer, or any two Directors may call meetings of the Board.
- The Board shall hold regular meetings of the Board at least once each month, except the President may, subject to being overruled by any three Directors, dispense with the meetings in July, August, or both.
- A majority of the then current Directors constitutes a quorum, except as hereinafter provided.
- Except as otherwise provided in the Articles, in these Bylaws, or by law, every act taken or decision 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. Any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if at least a majority of the quorum approves any action taken.
- The President or, in his or her absence, the President-Elect or a Director designated by the President shall preside over the meetings of the Board. The Secretary of the Association, or, in the Secretary’s absence, any person appointed by the presiding Officer shall act as Secretary. Directors 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 Directors consent in writing to such action. Written consent may also be given by electronic communication. Each Director intends by giving any electronic consent to enter into a transaction under the California Uniform Electronic Transactions Act. Such written consent or consents shall be filed with the Board minutes. Action by written consent shall have the same force and effect as the unanimous vote of the Directors.
Delegation of Authority
Section 4.09. The Board may appoint an Executive Director to manage the Association’s activities and any other personnel including corporate counsel, as it deems necessary to properly carry out the Association’s functions. Such personnel need not be members. Any personnel serves at the pleasure of the Board and receives the compensation that the Board determines. The personnel will manage the Association’s activities and affairs and exercise its corporate powers under the Board’s ultimate direction.
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:
- The Director has been declared of unsound mind by a final order of court;
- The Director has been convicted of a felony;
- 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
- The Director ceases to be a member of this Association or resigns as Director.
Resignation of Director or Officer
Section 4.11. Any Director or Officer may resign by giving written notice to the President, the Secretary, or the Board, The resignation takes effect immediately upon notice of it unless the notice specifies a later time. If the resignation takes effect at a later time, a successor may be elected before the effective date but will take office on that date.
Vacancies on the Board or in an Office
Section 4.12. Vacancies on the Board shall be filled by election of the remaining Directors, unless fewer than four Directors remain, in which case a special meeting shall be called for filling the vacancies then existing. The Board shall fill a vacancy in any office.
Section 4.13. The Officers shall perform the duties usually undertaken by similar corporate Officers with their titles and any other duties assigned by the Board.
Section 4.14. The Board may appoint any committees necessary to assist it in carrying out Association business.
ARTICLE V INDEMNIFICATION
Right of Indemnification
Section 5.01. The Association shall indemnify and hold harmless each Director, Officer and employee of the Association for all fines, judgments, settlements and expenses and other amounts actually and reasonably incurred in whole or in part by reason of being or having been a Director, Officer, or employee if such person acted in good faith and in a manner reasonably believed to be in the Association’s best interests (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 shall inure to the person’s legal successors and representatives. The Association may advance expenses incurred in defending any proceeding before the proceeding’s final disposition upon receipt of an undertaking by or on behalf of the person to repay the amount advanced unless she or he is entitled to be indemnified.
Purchase of Insurance
Section 5.02. The Association may insure its Directors, Officers and employees against liabilities and expenses for which it may indemnify them under section 5.01, and the limitation on the payment of indemnification set forth above shall not limit the conditions under which any amount of insurance proceeds may be paid to any Director, Officer or employee.
ARTICLE VI – CORPORATE RECORDS
Section 6.01. The Association shall keep records of account and minutes of Board proceedings. The Association shall also keep a record of its members’ names, addresses, and classes of membership. The minutes shall be kept in written form. Other books and records shall be kept in a physical writing or in any other form capable of being converted into a physical writing. The Executive Director shall be the custodian of the Association records.
ARTICLE VII – PUBLIC STATEMENTS
Section 7.01. Neither a member nor the Board shall make any public statement on the Association’s behalf unless authorized by the Board. The Board may authorize such a statement only upon approval by an absolute majority of Directors, regardless of the number of Directors voting.
Section 7.02. Any Judicial Plebiscite shall maintain the anonymity of the members voting. The Association may take any steps 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 have one vote on each question, issue, or office. If there are three or more candidates for office, the ballots shall allow the members to rank their top four choices. Each first-place vote shall receive 5 points, each second-place vote 3 points, each third-place vote 2 points, and each fourth-place vote 1 point. Any public announcement of results 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. The Association shall not officially support or authorize any member to support on its behalf 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 judges and justices and District Attorney.
ARTICLE VIII – MEMORIAL SERVICES
Section 8.01. The Directors may notify the presiding Judge of the Superior Court 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 service for a 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 of attorneys concerning itself with specific areas and issues of substantive law, procedure, continuing education, legislation, and any other subject of significant public or professional interest.
Each Section shall designate a member as 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 approval under section 7.01.
Section 9.04. No Section, or any of its members, shall advertise or publicize any Section activity to the general public, without prior permission from the Board or from the Executive Director.
Section 9.05. The Association’s MCLE authority may be used by its Section if:
- The Board, or its designate, approves the activity. If Board approval is sought, the section’s 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;
- The Section remits to the Association a list of each person requesting MCLE credit together with their fee of $10.00 per MCLE credit hour, or such amount as determined by the Board.
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. The Board may disassociate any Section in default of any of these Rules.
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 number of Directors authorized under section 4.01.