SANTA CRUZ COUNTY BAR ASSOCIATION
(Amended September 25, 2023)
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 current director of the Association. “Member” means current member of the Association
ARTICLE I – OFFICES
Section 1.01. The Association’s principal office is in the County of Santa Cruz, California.
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, Allied Professionals, or Law Students, 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 toMembership
Section 2.02. Any attorney qualified for membership under Section 2.01 of these 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 annual dues for both Regular and Associate members. Dues shall be payable to membership annually. The Board may, in its discretion, reduce dues on a pro-rated basis at certain points during the year.
Non-Liability of Members
Section 2.04. A member shall not solely because of membership be personally liable for the Association’s debts, obligations, or liabilities.
Termination of Membership Section 2.05. Membership shall terminate upon any of the following events:
(1) The member’s voluntary resignation in writing to the Association’s President or Secretary delivered personally, by first-class mail, or by electronic mail.
(2) The member’s death;
(3) The member’s election or appointment as a judge or judicial commissioner;
(4) The nonpayment of dues;
(5) Professional conduct or dealings which tend to bring the Association or the practice of law into disrepute, following an opportunity to be heard;
(6) Suspension by the State Bar of the member’s ability to practice law; or
(7) Disbarment by the State Bar.
Effect of Termination
Section 2.06. 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
Place
Section 3.01. In-person meetings of members shall be held at such location within the County of Santa Cruz that the Board designates, or via digital/electronic means such as teleconference and/or video conference.
Annual Meeting
Section 3.02. The members will meet annually within 90 days of the end of the current board term, at a time and place set by the Board including via teleconference and/or videoconference to transact any business that comes before the meeting, including electing Officers and Directors for the terms fixed in Section 4.04.
Special Meetings
Section 3.03. A special meeting of members may be called by the President, by a majority of the Board, or by 10 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, by electronic communication at least 7 days before the meeting, to the full membership. 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 of all meetings of Members 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.
Quorum
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, including by electronic delivery 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 without Meeting
Section 3.08. (a) Any action, except the election of Directors which must be taken at a meeting of members, may be taken without a meeting if
(1) The Association distributes a written ballot by mail or electronic mail to every regular member;
(2) 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;
(3) 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
(4) 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.
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
Section 4.01. If Directors are not elected at the annual meeting of the Members, the Board shall call a special meeting to elect Directors as soon as reasonably possible after the annual meeting of the Members.
Number
Section 4.02. The Association shall have a minimum of seven Directors: the President, the President-Elect, the Past President, the Secretary, the Treasurer and at least two Directors-at-Large. The Board has the discretion to adjust the number of Directors at large without amending these bylaws.
Section 4.03. Officers and Directors shall be Regular Members in good standing.
Terms of Office
Section 4.04.
(1) 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.
(2) No person shall serve on the Board for more than five consecutive one year terms 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.
Nomination
Section 4.05. The Board shall nominate Officers and Directors using the following procedure:
(1) The Nominating Committee consists of the Past President, the President, the President-Elect and the Executive Director. The Executive Director shall serve on the Nominating Committee with no voting rights.
(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 proposed nominations. If it does not accept one or more nominations, the Committee will submit additional nominations.
(5) Once the Board approves all nominations, they will be announced to the membership before the Annual Meeting.
Election
Section 4.06. 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 of Members. 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.
Compensation
Section 4.07. The Directors shall serve without compensation, except that the Board may allow reimbursement for their actual and necessary expenses incurred while acting in their capacities as Directors and conducting Board business.
Meetings
Section 4.08.
(1) The President, President-Elect, Secretary, Treasurer, or any two Directors may call meetings of the Board
(2) The Board shall hold regular meetings of the Board at least 6 times per year.
(3) A majority of the then current Directors constitutes a quorum, except as hereinafter provided.
(4) 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.
(5) 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, video, or similar communications media, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at a meeting.
ActionWithoutMeeting
Section 4.09. 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 4.10. 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. The Executive Director 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 management and supervision of the Executive Director.
Removal of Directors
Section 4.11. The Board may declare vacant the office of a Director upon any of the following events:
(1) The Director has been declared of unsound mind by a final order of a court;
(2) The Director has been convicted of a crime or act of moral turpitude;
(3) The Director has been found by a two-thirds majority of the Board to have breached their fiduciary duties;
(4) The Director ceases to be a member or resigns as Director;
(5) The Director misses three consecutive meetings or 51% of meetings within a calendar year.
Resignation of Director or Officer
Section 4.12. 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 4.13. 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 of the Board shall be called for filling the vacancies then existing. The Board shall fill a vacancy in any office.
Officer Duties
Section 4.14. The Officers shall perform the duties usually undertaken by similar corporate Officers with their titles and any other duties assigned by the Board.
Committees
Section 4.15. 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 shall 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
Keeping 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 either electronically or hardcopy. 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
General
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.
Judicial Plebiscite
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 4 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 – BAR ASSOCIATION SECTIONS
Section 8.01. Any member of the Association may, with the approval of the Board, form a Section of attorneys or other members concerning itself with specific areas and issues of substantive law, procedure, continuing education, legislation, and any other subject of significant public or professional interest pursuant to policies established by the Board and communicated to the Sections
Section 8.02. The Board may disassociate any Section in the event of a default of any of the Board’s established policies.
ARTICLE IX -AMENDMENT
Section 9.01. These Bylaws may be amended by majority vote of the members voting by person, electronically, by proxy at a meeting called for that purpose, or by mailed ballot, or in the absence of a meeting of the members, by the Board of Directors upon a 2/3 vote of the full number of Directors then serving as authorized under section 4.02.