AMENDED AND RESTATED BYLAWS
SAN JOAQUIN COUNTY BAR ASSOCIATION
A Non-Profit Corporation
- PRINCIPAL OFFICE. The principal office for the transaction of the Business of the corporation is hereby fixed and located at 6 S. Eldorado Street, Suite 315, in the city of Stockton, County of San Joaquin, State of California.
- CHANGE OF PRINCIPAL OFFICE. The Board of Governors is hereby granted full power and authority to change said principal office from one location to another in said county. Any such change shall be noted by the Secretary in the minutes of the meeting at which such change is made and shall be communicated to the Members.
- QUALIFICATION. Membership shall be open to the following classifications:
- Attorney: attorneys licensed to practice in the State of California, licensed to practice in a state other than California, or licensed to practice in the courts of the United States.
- Associate: legal assistants, paralegals, clerks, law students or someone who works in the legal field. Membership in this classification is non-voting.
- Honorary: Members of the Bench, who are defined as: (1) any judge, magistrate, or commissioner of any Superior, Appellate, or Supreme Court of California; (2) any duly appointed commissioner or administrative law judge of the Workers Compensations Appeals Board; and (3) any duly appointed commissioner or administrative law judge of any California state agency or administrative agency. Membership in this classification is non-voting.
- Student: law students or students in the legal field.
- MEMBERSHIP DUES, FEES, AND ASSESSMENTS. Each Member must pay, within the time and on the conditions set by the Board of Governors, the dues, fees, and assessments in amounts to be fixed from time to time by the Board of Governors. The dues, fees, and assessments shall be equal for all Members of each class, but the Board of Governors may, in its discretion, set different dues, fees, and assessments for each class. Each membership term begins on January 1 and ends on December 31; payment of dues on or before February 28 acts to renew membership for that calendar year, absent expulsion or suspension of the Member. Failure to pay dues by February 28 shall cause the membership to expire for that calendar year; unless that date is otherwise extended by the Board of Governors.
- MEMBER IN GOOD STANDING. Members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be Members in good standing.
- MEMBERSHIP RIGHTS. As set forth in these bylaws, Members shall have the right to vote on the election of Governors, on the disposition of all or most of the corporation’s assets, on any merger, and on any election to dissolve the corporation. In addition, Members shall have all rights afforded Members under the California Nonprofit Mutual Benefit Corporation Law. If the corporation is dissolved, those Members shall receive a prorate distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law.
- TERMINATION OF MEMBERSHIP. A membership shall terminate on occurrence of any of the following events:
- Resignation of the Member;
- Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Governors;
- Member’s failure to pay dues, fees, or assessments as set by the Board of Governors within 30 days after they are due and payable;
- Any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications; or
- Termination of membership under the Corporations Code or these bylaws based on the good faith determination by the Board of Governors, or a committee or person authorized by the Board of Governors to make such a determination, that the Member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.
- MEETINGS OF MEMBERS
- ANNUAL REGULAR MEETING. The annual regular meeting of the Members of the corporation shall be held once a year at a time and place determined by the Board of Governors.
- NOTICE OF THE ANNUAL REGULAR MEETING. Notice of the annual regular meeting of Members is required.
- PLACE OF MEETING. Meetings of the Members shall be held at any place designated by the Board of Governors or by the written consent of all Members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, Members' meetings shall be held at the corporation's principal office. The Board of Governors may authorize Members who are not present in person to participate by electronic transmission or electronic video communication.
- SPECIAL MEETINGS. A special meeting called by any person entitled to call a meeting of the Members shall be called by written request, specifying the general nature of the business proposed to be transacted, and addressed to the attention of and submitted to the President of the Board of Governors, if any, or the President or any President Elect or the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the Members entitled to vote stating that a meeting will be held at a specified time and date fixed by the Board of Governors. However, the meeting date shall be at least 10 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limited, fixing, or affecting the time at which a meeting of Members may be held when the meeting is called by the Board of Governors.
- PROPER BUSINESS OF SPECIAL MEETING. No business, other than the business that was set forth in the notice of the meeting may be transacted at a special meeting.
- GENERAL NOTICE REQUIREMENTS. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each Member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which Members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board of Governors, at the time notice is given, intends to present for action by the Members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which Governors are to be elected shall include the names of all persons who are nominees when notice is given.
- NOTICE OF CERTAIN AGENDA ITEMS. Approval by the Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
- Removing a Governor without cause;
- Filling vacancies on the Board of Governors;
- Amending the articles of incorporation; or
- Electing to wind up and dissolve the corporation.
- Approving a contract or transaction between the corporation and one or more Governors, or between the corporation and any entity in which a Governor has a material financial interest; or
- Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws, when the corporation is in the process of winding up.
- MANNER OF GIVING NOTICE. Notice of any meeting of Members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally, by electronic transmission by the corporation, or first-class, registered, or certified mail, or other means of written communication, charges prepaid, and shall be addressed to each Member entitled to vote, at the address of that Member as it appears on the books of the corporation or at the address given by the Member to the corporation for purposes of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that Member by first-class mail or facsimile or other written communication to the corporation’s principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
- ELECTRONIC NOTICE. Notice given by electronic transmission by the corporation shall be valid only if delivered by facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation. All means of electronic transmission must be capable of retention, retrieval and review, and rendered into clearly legible, tangible form as proof of service of the electronic transmission.
- WAIVER OF NOTICE. A Member’s attendance at a meeting shall constitute a waiver of notice for the meeting unless the Member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. However, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.
- ANNUAL ELECTION OF BOARD MEMBERS.
- ELIGIBILITY TO VOTE. The annual election for the Board of Governors shall be conducted as set forth herein, and the election results announced at the annual membership meeting. Each Member of the corporation who is a Member in good standing on September 1 immediately preceding the annual meeting shall be entitled to vote. If there are no more nominees than there are positions to be filled by election, the nominees shall be deemed elected and no further proceedings for election need be taken.
- ELECTIONS COMMITTEE. The Elections Committee shall consist of the President, President-Elect and Past President. None of the Members shall be nominated for an elected Association position during his or her year of service on the Elections Committee. The President shall be the chair of this Committee. If one or more of the Members of the Elections Committee is nominated for an elected position, the Board of Governors shall appoint a replacement from among the current Members of the Board, which person shall not be nominated for an elected Association position during his or her year of service on the Elections Committee. The Elections Committee shall have the sole power to resolve any election-related disputes arising under these Bylaws or the rules and regulations governing elections.
- WRITTEN BALLOTS. If the number of candidates for any position to be filled at the annual election is more than the number of persons to be elected to that position, then a ballot containing the names of the nominees for each office with a blank “write in” space after each office, and the names of all nominees for the position of Governor with “write in” spaces equal to the number of Governors to be elected immediately following the last name, shall be transmitted by regular mail or electronic means to each Member of the Association entitled to vote. All Members of the Association entitled to vote shall have the right to vote for nominees named on the ballot by writing the name of the nominee in the proper blank “write in” space. A plurality of votes cast shall elect. Those candidates equal in number to positions of Governor to be filled at the election who receive the greatest number of votes shall be declared elected.
- SECRET BALLOT. Voting for Members of the Board shall be by secret written ballot which shall be sent to all active Members of the Association.
- CANDIDATES STATEMENTS. A candidate’s statement of 500 words or less, timely submitted by the candidate, shall be sent with the ballots. Candidates shall submit their statement to the Elections Committee no later than twenty (20) days before the Annual Meeting.
- VOTING PROCEDURES.
- WRITTEN BALLOT PROCEDURE. Written Ballots by Mail, naming those candidates nominated pursuant to Bylaws Art. 5 C. shall be sent to all active Members thirty (30) days before the Annual meeting.
- The ballot shall be returned by mail or by delivery to the office of the Association during its regular business hours or by delivery at the Annual Meeting before the time determined by the Board for the closing of the voting. Ballots not timely received shall not be valid and shall not be considered.
- For the ballot to be valid, it must be sealed into a plain envelope which must be inserted into the outer envelope bearing the signature of the voting Member.
- Upon receipt of the outer envelope bearing the signature, the Elections Committee shall: (1) verify the identity of the Member from the outer envelope, (2) remove the sealed envelope containing the ballots from the addressed envelopes, (3) place the sealed envelopes containing the ballots in a container provided for such purpose, and (4) retain a count for all opened and unopened outer envelopes.
- PROCEDURE FOR WRITTEN BALLOT VOTING BY ELECTRONIC MAIL. The elections may be conducted by electronic mail, provided that adequate safeguards be employed to assure the secrecy and validity of each Member’s vote and assures one ballot per active Member.
- The secretary shall provide to each eligible Member, an electronic ballot, which shall set forth the names and nominees for each position, and instructions for voting
- The Secretary shall, at the time of transmitting said ballot, cause to be transmitted to each active Member in good standing, a notice advising the Member of the balloting procedure and of the time within which the ballot must be returned.
- NO PROXY/CUMULATIVE VOTING. Voting by proxy and cumulative voting for Board of Governors shall not be allowed.
- TIE VOTES. In the event of a tie, the ballots shall be recounted. If the tie remains the winner shall be determined by lot. [Or] In the event of a tie vote, a run-off election between those persons tied with the most votes shall occur forthwith by ballot being delivered to each voting Member of the Association for marking and return to the Election Committee with (1) week of delivery.
- NOTICES. Notices to be given and written ballots to be cast pursuant to this Section may be by electronic means, including electronic mail. Notice given by electronic transmission shall be valid only if it complies with Calif. Corp. Code Sec. 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission after either of the following: (a) SJCBA is unable to deliver two (2) consecutive notices to the Member by that method; or (b) the inability to so deliver the notices to the Member becomes known to the Secretary or other person responsible for the giving of the notice.
- CERTIFICATION OF ELECTION AND EXAMINATION OF BALLOTS. The Election committee shall tally the ballots and the Board of Directors shall, certify the election results, and declare the nominees who prevail to be deemed elected.
The vote count shall be subject to examination by any Member in good standing for a period of 10 days after it has been published. If the ballots are disclosed to any Member, the ballots shall be released in such manner that no Member’s vote can be identified.
- QUORUM FOR ELECTION. Quorum for the annual election written ballot of Board members shall consist of ten percent (10%) of the voting Members of the Association.
- NUMBER OF VOTES. Each Member entitled to vote may cast one vote on each matter submitted to a vote of the members. Each Member shall be entitled to cast one vote for each open seat on the Board of Governors.
- APPROVAL BY MAJORITY VOTE. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the Members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Laws or by the articles of incorporation.
- QUORUM. At all meetings of the Members of the corporation, ten percent (10%) of the Members shall constitute a quorum.
- CONDUCT OF MEETINGS. The President of the Board of Governors, or in her/his absence, the President-Elect, or in the absence of both, any other Governor chosen by a majority of the Governors present, shall be Chair of, and preside over, the meeting. The Secretary or Treasurer, or in her/his absence, any other Governor approved by the Chair, shall act as the Secretary of all meetings of the Members.
- AUTHORITY FOR ELECTRONIC MEETINGS. If authorized by the Board of Governors in its sole discretion, and subject to the requirements of consent in Corporations Code §20(b) and guidelines and procedures the Board of Governors may adopt, Members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of Members may, by electronic transmission by and to the corporation or by electronic video screen communications, participate in a meeting of Members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of Members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication, subject to the requirements of these Bylaws.
- REQUIREMENTS FOR ELECTRONIC MEETINGS. A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication (1) if the corporation implements reasonable measures to provide members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation. Any request by a corporation to a member pursuant to Corporations Code §20(b) for consent to conduct a meeting of members by electronic transmission by and to the corporation shall include a notice that absent consent of the member pursuant to Corporations Code §20(b), the meeting shall be held at a physical location in accordance with Section [number] of these bylaws.
- ADJOURNED MEETINGS AND NOTICE THEREOF. Any members' meeting, whether a quorum is present or not, may be adjourned from time to time by the vote of a majority of the members represented at the meeting, in person or by proxy. No meeting may be adjourned for more than 45 days. When a member meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
- ACTION WITHOUT MEETING/BALLOTS.
- Any action required or permitted to be taken at any regular or special meeting of members may be taken without a meeting if the written ballot of every member is solicited, if the required number of signed approvals in writing, setting forth the actions so taken is received, and if the requirements of subdivision (c) are satisfied.
- All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
- Approval by written ballot pursuant to this section shall be valid only when the number of ballots cast on or before the time of the ballot must be returned to be counted 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 the action at a meeting at which the total number of votes cast was the same as the number of ballots cast.
- COMMITTEES AND SECTIONS
- COMMITTEES. The Board of Governors may appoint, or abolish, such standing committees, comprised of members in good standing, or of laypersons, or of representatives of the Court, or any combination thereof, as it may desire to accomplish the functions of the corporation, and it may designate the duties and responsibilities of such standing committees. The Board of Governors may designate the chair, and if it shall choose a co-chair and the members of each such standing committee.
No standing committee authorized by the Board of Governors shall agree to act as a co-sponsor with any other organization, private or public, nor allow the use of the name or seal of the corporation in a manner to imply such co-sponsorship, except upon approval of the Board of Governors, on such terms and conditions as the Board of Governors decides.
- SECTIONS. The Board of Governors may create, or abolish, such sections, comprised of members in good standing, as it may desire to accomplish the functions of the corporation, and may designate the duties and responsibilities of such sections. Such sections may adopt their own Bylaws for the conduct of section business, but such Bylaws must not be inconsistent with the Articles of Incorporation or these Bylaws, and must be approved by the Board of Governors. The Board of Governors may designate the chair, and if it shall choose, co-chair, and the members of each section’s executive committee.
No section shall agree to act as a co-sponsor with any other organization, private or public, nor allow the use of the name or seal of the corporation in a manner to imply such co-sponsorship, except upon approval of the Board of Governors, on such terms and conditions as the Board of Governors decides.
- BOARD OF GOVERNORS
- GENERAL POWERS. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation and Bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Governors.
Without prejudice to the generality of the powers of the Board of Governors, it is hereby expressly declared that the Governors shall have the power to (a) select and remove all other officers, agents, and the Executive Director of the corporation, and any employee of the Corporation, as necessary, (b) prescribe such duties for them as may be consistent with laws, and the Articles of Incorporation, or the Bylaws, (c) fix their compensation, if any, irrespective of whether such officers, and agents, are a Governor of this corporation, (d) appoint an executive committee and other committees, and delegate to the executive committee any of the powers and authority of the Board of Governors in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal Bylaws if specifically reserved to the Members; and (e) borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
- NUMBER AND QUALIFICATIONS OF GOVERNORS. The authorized number of Governors of the corporation shall be thirteen (13). In the event the President-elect shall be elected during her/his third year on the Board of Governors, then the Board of Governors shall be deemed to have fourteen (14) members during her/his term as President. All Governors shall be members in good standing of the association and shall have been duly licensed to practice law in any jurisdiction in the United States at the time they are elected to, or begin their term of service on the Board of Governors; and each shall have served on a Standing Committee or Section Executive Committee at any time during their membership.
- NOMINATION. Any person qualified to be a Governor under these Bylaws may be nominated either by the Board of Governors or by a petition signed by at least five (5) members in good standing that is received by the Board of Governors at least sixty (60) days before the date of the annual meeting of the members.
- GENERAL POWERS. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Governors.
- RESIGNATION OF GOVERNORS. Except as provided below, any Governor may resign by giving written notice to the Chair, President, or Secretary of the Board of Governors. The resignation shall be effective when the notice is given unless it specifies a later date. If a Governor’s resignation is effective at a later date, the Board of Governors may elect a successor to take office as of the date the resignation becomes effective.
- VACANCIES. Vacancies in the Board of Governors may be filled by a majority vote of the remaining Governors though less than a quorum or by a sole remaining Governor, and each Governor so elected shall hold office for the remainder of the term of vacancy.
- REMOVAL OF GOVERNORS. A Governor may be removed from office for any of the following:
- the Governor misses three (3) or more consecutive Board of Governors meetings or four (4) meetings in a calendar year without cause (unexcused);
- a conflict of interest is found to exist between the Governor and the corporation;
- the Governor engaged in activities that are directly contrary to the interests of the corporation;
- the Governor engaged in the misrepresentation of the corporation and its policies to outside third parties, either willfully or on a repeated basis; or
- a majority of the Board of Governors determines that the Governor is no longer qualified to be a member of the corporation.
- MEETINGS OF BOARD OF GOVERNORS
- REGULAR MEETINGS. Regular meetings of the Board of Governors shall be held without call and without notice on a date and time determined by the Board of Governors; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday or a day mutually convenient to the majority of the Governors. The time and place of holding regular meetings of the Board of Governors may at any time be changed by the Board of Governors. Notice of all such regular meetings of the Board of Governors is hereby dispensed with.
- SPECIAL MEETINGS. Notice of the time and place of special meetings shall be given to each Governor by (1) personal delivery of written notice; (2) first-class mail, postage prepaid; (3) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the Governor or to a person at the Governor’s office who would reasonably be expected to communicate that notice promptly to the Governor; (4) facsimile; (5) electronic mail; or (6) other electronic means. All such notices shall be given or sent to the Governor’s address or telephone number as shown on the corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mails at least five business days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least two business days before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.
- PLACE OF MEETING. Regular meetings of the Board of Governors shall be held at the principal office of the corporation, or at any place which has been designated, from time to time, by resolution of the Board of Governors, or by written consent of the majority of the members of the Board of Governors.
- QUORUM. A majority of the authorized number of Governors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the Governors present at a duly held meeting at which a quorum is present shall be an act of the Board of Governors, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provisions on (1) approval of contracts or transactions between this corporation and one or more Governors or between this corporation and any entity in which a Governor has a material financial interest, (2) creation of and appointments to committees of the Board of Governors, and (3) indemnification of Governors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Governors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
- PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Governors may participate in a meeting through use of conference telephone, electronic video screen communications, or other communications equipment, as long as all members participating in the meeting can communicate with all of the other members concurrently, each member is provided the means of participating in all matters before the Board of Governors, including the capacity to propose, or to interpose an objection, to a specific action to be taken, and the corporation adopts and implements some means of verifying that the person communicating by telephone, electronic video screen, or other communications equipment is a Governor entitled to participate in the Board of Governors meeting, and that all statements, questions, actions, or votes were made by that Governor and not by another person not permitted to participate as a Governor.
- ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Governors may be taken without a meeting if all members of the Board of Governors shall individually or collectively consent in writing to the action. The consent or consents shall have the same effect as a unanimous vote of the Board of Governors and shall be filed with the minutes of proceedings of the Board of Governors.
- ADJOURNMENT. A majority of the Governors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
- WHO PRESIDES. At every meeting of governors, the President, or in his/her absence, the President-Elect, or in his/her absence, a chairperson designated by a majority of Governors present, shall act as chair and as parliamentarian. The Secretary of the corporation, or in his/her absence, any person designated by the President, or the Chair shall act as Secretary of all meetings of the Governors. The President, President-Elect, or designated Chairperson shall have all the same rights to vote, and to make or second motions as any member of the Board of Governors.
- RULES OF ORDER. When applicable, and not inconsistent with these Bylaws, the latest edition of Roberts Rules of Order shall govern all meetings and proceedings hereunder.
- OFFICERS AND EXECUTIVE DIRECTOR
- OFFICERS. The officers of the corporation shall be the President, President-Elect, Secretary, Treasurer, Past President, and such other officers as the Board of Governors shall, from time to time, create.
- ELECTIONS. The officers of the corporation shall be chosen annually by the Board of Governors at its October meeting from Governors in good standing to serve a one (1) year term beginning the following January 1 and ending on December 31 of that year. Each shall hold his/her office until he/she resigns, is removed, or otherwise disqualified to serve, and his/her successor shall be elected and qualified. The officers shall serve at the pleasure of the Board of Governors.
- REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the Governors at the time in office, at any regular or special meeting of the Board of Governors. Any officer may resign at any time by giving written notice to the Board of Governors, or to the President, or President-Elect, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointment to such office provided that the vacancies shall be filled as they occur and not on an annual basis.
- THE PRESIDENT. The President shall, subject to the control of the Board of Governors, have general supervision, direction, and control of the business and officers of the corporation. Except as may be otherwise ordered by the Board of Governors, he/she shall have continuing authority to enter into any contract and execute any document that may be either necessary or appropriate for the conduct of the corporation's business and affairs. He/she shall be ex officio, a member of all standing committees, and shall have such other powers and duties as may be prescribed by the Board of Governors or by the Bylaws. He/she shall, whenever in his/her opinion it may be reasonably necessary, proper, or appropriate, prescribe the duties of officers of the corporation, the duties of which have not been defined by superior authority. The President shall preside at all meetings of the members and of the Governors and shall have such other authority and duties as may be elsewhere in the Bylaws provided, or as may be specifically given by the Board of Governors.
- PRESIDENT-ELECT. The term of office of the President-Elect shall commence on January 1 following his/her election and continue thereafter subject to any other provisions in the Bylaws for a term of one (1) year. Upon completion of the tenure of the President, the President-Elect shall succeed automatically and without further election or vote to the office of the presidency which office, shall also continue for the period of one (1) year. At the request of the President, or in the absence of the President, the President-Elect shall perform all the duties of the President, and when so acting, shall have all the powers of, and shall be subject to all the restrictions upon, the President. The President-Elect shall have such other powers and perform such other duties as may be prescribed for him/her, respectively, by the Bylaws or by the Board of Governors (but not in conflict with the Bylaws), or, in the absence of contrary provisions in the Bylaws or by the Board of Governors, by the President.
- PAST PRESIDENT. The term of office of the Past President shall commence on January 1 following his/her term as President and continue thereafter subject to any other provisions in the Bylaws for a term of one (1) year. The Past President shall serve on the Executive Committee and on the Elections Committee and shall have other duties as assigned by the Board of Governors pursuant to a properly adopted board policy.
- SECRETARY. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board of Governors may direct, a book of minutes of all meetings, proceedings, and actions of the Board of Governors, of committees of the Board of Governors, and of members’ meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at Board of Governors and committee meetings; and the number of members present or represented at members’ meetings.
- TREASURER AND CHIEF FINANCIAL OFFICER. The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all reasonable times be open to inspection by any Governor.
The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the corporation with depositories as may be designated by the Board of Governors. The Treasurer shall disburse, or cause to be disbursed, the funds of the corporation as may be ordered by the Board of Governors, shall render, or cause to be rendered, to the President and the Governors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have other powers and perform other duties as may be prescribed by the Board of Governors.
- EXECUTIVE DIRECTOR. The Executive Director shall be an employee of the Association hired by the Board of Governors and shall act pursuant to delegated authority by the officers of the Association, directly report to the Executive Committee and to the Board of Governors, and be responsible for the Association’s day to day management.
- EXECUTIVE COMMITTEE. The executive committee shall be composed of the President, President Elect, Secretary, Treasurer, Past President, and any other individuals selected by the President.
- OTHER PROVISIONS
- INDEMNIFICATION. To the fullest extent permitted by law, this corporation shall indemnify its Governors and Officers, Executive Director, and may indemnify employees and other persons described in Corporations Code §7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
On written request to the Board of Governors by any person seeking indemnification under Corporations Code § 7237(b) or § 7237(c), the Board of Governors shall promptly decide under Corporations Code §7237(e) whether the applicable standard of conduct set forth in Corporations Code § 7237(b) or § 7237(c) has been met and, if so, the Board of Governors shall authorize indemnification. If the Board of Governors cannot authorize indemnification, because the number of Governors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Governors who are not parties to that proceeding, the Board of Governors shall promptly call a meeting of Members. At that meeting, the Members shall determine under Corporations Code § 7237(e) whether the applicable standard of conduct has been met and, if so, the Members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board of Governors in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by these bylaws shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
- GOVERNORS’ RIGHT TO INSPECT. Every Governor shall have the absolute right at any reasonable time to inspect the corporation’s books, records, and documents of every kind, and to inspect the physical properties of the corporation. The inspection may be made in person or by the Governor’s agent or attorney. The right of inspection includes the right to copy and make extracts of books, records, and documents of every kind.
- ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS. Bylaws may be adopted, amended, or repealed by the Board of Governors, subject always to the power of the Members to change or repeal such Bylaws except that the Board of Governors alone cannot amend Bylaws provisions that would materially and adversely affect the rights of members as to voting.
- CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
A vacancy in the Board of Governors shall be deemed to exist in case of the death, resignation, or removal of any Governor, or if the authorized number of Governors is increased, or if the members fail at any annual or special meeting to elect the full authorized number of Governors.
Before removal occurs, the Governor will be advised of the allegation and its basis, and will be given an opportunity to present any contrary evidence or explanation s/he may have to the Board of Governors. Removal must be by majority vote of all the Governors.
If any member of the Board of Governors anticipates being absent for a significant period of time due to a disability, extended illness, or other reason (such as parental leave), has informed the Board of Governors, and the reason is approved by the Board of Governors as a proper excuse for absence, that member's office may be declared temporarily vacant. The temporarily absent member may resume his or her office when the reason for the extended absence has ceased to apply. However, a temporary leave from the Board of Governors, for any length of time, does not affect the length of any term of office as provided in these Bylaws.
The Secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.
The Secretary shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution of the Board of Governors, a record of the corporation’s members, showing each member’s name, address, and class of membership.
The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board of Governors, and of committees of the Board of Governors that these bylaws require to be given.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
- That I am the duly elected and acting Secretary of the San Joaquin County Bar Association, a California corporation; and
- That the foregoing Amended and Restated Bylaws, comprising fourteen (14) pages, including this page, constitute the current Bylaws of said corporation, as duly adopted at a meeting of the Board of Governors thereof duly held on the ___ day of ________, 20__.
ADAM GRACE Secretary