BYLAWS OF THE EL DORADO COUNTY BAR ASSOCIATION
As amended January 13, 2018
ARTICLE I- MEMBERS
1.01. The Association will have three classes of members: Regular Members, Affiliate Members, and Student Members.
1.02 Regular Members are voting members; Affiliate Members and Student Members do not have the right to vote.
1.03. The annual dues payable to the Association by Members will be in the amounts determined by the Board of Directors. Dues are payable for the first year on admission to membership and annually thereafter at the time or times as may be fixed by the Board of Directors.
1.04. There is no limit on the number of Members that the Association may admit.
1.05. The Association shall keep a membership book containing the name, address, and class of each Member in written form or in any form capable of being converted into written form. The book must also note if a membership has terminated and the date on which that membership ceased.
1.06. The Board of Directors of the Association may provide for the issuance of business cards or other documents evidencing membership in the Association.
1.07. A member of the Association is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Association.
1.08. (a) The membership and all rights of membership automatically terminate on the occurrence of any of the following causes:
(1) The voluntary resignation of a member;
(2) When a membership is issued for a period of time, the expiration of that period;
(3) The death of a member;
(4) The dissolution of the Association; and
(5) The nonpayment of dues.
ARTICLE II- MEETINGS
2.01. Meetings of members will be held at any location within the State of California that may be designated from time to time by the Board of Directors.
2.02. The members will meet at least quarterly on such dates as designated by the Board of Directors.
2.03. Special meetings of members may be ordered by the Board of Directors. Five percent or more of the Regular Members may call special meetings for any lawful purpose.
2.04. Written notice of every meeting of members will be provided by email, first class mail, personal delivery, posting in court lobbies or any other means designated from time to time by the board of Directors, so as to notify each member notice of the meeting at least ten (10) days prior to each meeting.
2.05. The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present. A quorum of members consists of twenty percent (20%) of the members.
2.06. (a) Each Regular Member is entitled to one vote on each matter submitted to a vote of the members. Affiliate Members and Student Members are not be entitled to vote on any matter submitted to a vote of the Members.
(b) Directors will be elected by written ballot, except that if only one member has been nominated for an office in accordance with Section 4.04 of these By Laws, then no election is necessary and the nominee shall be deemed elected.
2.07. (a) The President, or in his or her absence, any other person chosen by a majority of the voting members present in person, will be Chair of and preside over the meetings of the members.
(b) The Secretary will act as the secretary of all meetings of members. However, in his or her absence, the Assistant Secretary shall act as secretary of the meetings.
(c) The Robert’s Rules of Order, as amended from time to time, governs the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the rules governing agenda, motions, and related matters.
ARTICLE III – OFFICERS
3.01. The Directors of the Association shall also be the officers of the Association, and shall be a President, Immediate Past President, First Vice-President, Second Vice-President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer, and those other officers with such titles and duties as determined by the Board and as may be necessary to enable it to sign instruments.
3.02. The President shall be the chief executive officer of the Association and, shall preside at all meetings of the Board and exercise and perform any other powers and duties that are assigned to him or her by the Board or prescribed by law or by these Bylaws.
3.03. The First Vice-President shall perform all the duties of the President and shall for this purpose act within the President’s scope of authority in the absence of the President. The First Vice-President shall have any other powers and perform any other duties prescribed for him or her by the Board or by these Bylaws. Member recruitment will be a responsibility of the First Vice-President
3.04. The Second Vice-President shall act as an ex-officio member of all committees, and as liaison to the Board from all committees. The Second Vice-President shall have any other powers and perform any other duties prescribed for him or her by the Board or by these Bylaws.
3.05. The Secretary shall have custody of the corporate seal and records of the Association, and ensure that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed. The Secretary shall act as Secretary at all meetings of members and the Board and record, or cause to be recorded, in the minute book all actions taken at those meetings. In case of the Secretary’s absence, disability, neglect of duties, or refusal to act, this duty may be performed by an Assistant Secretary, if any, or any other person appointed by the person presiding at the meeting. The Secretary shall perform any and all other functions and duties that may be specified in other sections of these Bylaws and any other duties that may from time to time be assigned by the Board.
3.06. The Assistant Secretary shall act at the request of the Secretary or in case of the Secretary’s absence or disability, shall perform all the duties of the Secretary, and shall for this purpose act within the Secretary’s scope of authority. The Assistant Secretary shall also perform any other duties that from time to time may be assigned to them by the Board or by the Secretary.
3.07. The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the Association, and deposit all funds in the name of the Association at such banks as designated by the Board. The Treasurer shall receive, and give receipt for, moneys due and payable to the Association from any source whatever, and shall disburse or cause to be disbursed, the funds of the corporation as may be directed by the Board, taking proper vouchers for those disbursements. The Treasurer shall keep and maintain adequate and correct books and records of account either in written form or in any other form capable of being converted into written form, and report to the members and the Board on an annual basis. The Treasurer shall perform any and all other functions and duties required of the Chief Financial Officer that may be specified in other sections of these Bylaws and, in general, perform all the duties incident to the office of Chief Financial Officer and the other duties as from time to time may be assigned by the Board. The Treasurer shall provide a monthly Treasurer’s Report at each EDCBA Board meeting.
3.08. The Assistant Treasurer shall act at the request of the Treasurer or in the case of the Treasurer’s absence or disability, and shall perform all the duties of the Treasurer and for these purposes shall act within the Treasurer’s scope of authority. The Assistant Treasurer shall also perform any other duties that may from time to time be assigned to him or her by the Board of Directors or by the Treasurer.
3.09. The Immediate Past President shall serve as adviser to the board, particularly for the purpose of adding continuity and stability to the organization. The Past President shall perform duties at the request of the Board.
ARTICLE IV DIRECTORS
4.01. The Association will have seven (7) or more Directors, and will be known as the Board of Directors.
4.02. The Directors must be Regular Members of the Association.
4.03. Each Director holds office for a term of two (2) years commencing in January following the election, and until the Director’s successor is elected and qualifies under these Bylaws, except that the President shall become the Immediate Past President and shall be a voting member of the Board of Directors when a new president is elected. All other Directors shall be elected at a regular meeting of the members, unless no election is required in accordance with Section 2.06 of these bylaws.
4.04. Any person qualified to be a Director may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. Directors are eligible for re-election, provided they continue to meet the qualifications required by these bylaws, without limitation on the number of terms they may serve.
4.05. (a) The Directors will be elected during the last quarter of odd numbered years, and will take office in January of the following even numbered year.
(b) The candidates receiving the highest number of votes are elected, unless no election is required in accordance with Section 2.06 of these By-Laws. A Ballot shall be sent to each Regular Member at least 10 days in advance of the meeting at which the election is to be held, and a final tally shall be made at the meeting.
(c) A vacancy on the Board occurs when any authorized position of director is not filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise.
4.06. The Directors serve without compensation, except that they shall be allowed reimbursement of all expenses advanced on behalf of the Association.
4.07. (a) Meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any two Directors.
(b) All meetings of the Board will be held at any time and place mutually agreed upon by the Directors.
(c) The Board shall meet at least twice per year.
(d) Special meetings of the Board may be called by the President or any Vice-President or the Secretary or any two Directors.
(e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws.
(f) 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 that meeting, or such greater number as is required by the law, the Articles, or these Bylaws.
(g) The President or, in his or her absence, any Director selected by the Directors then present will preside at meetings of the Board of Directors. The Secretary of the Association or, in the Secretary’s absence, the Assistant Secretary, will act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in the meeting can hear one another. This participation constitutes personal presence at the meeting.
4.08. Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the members of the Board, with a minimum of 48 hours’ notice, individually or collectively consent in writing to that action. Written consents must be filed with the minutes of the proceedings of the Board. Action by written consent has the same force and effect as the unanimous vote of the Directors.
4.09. Any Director may resign effective on written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Association. The notice may specify a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective, pursuant to Paragraph 4.10.
4.10. (a) Vacancies on the Board of Directors occur (1) on the death, resignation, or removal of any Director; (2) whenever the number of authorized Directors is increased; (3) on the failure of the members in any election to elect the full number of authorized Directors, or (4) upon three (3) consecutive absences from Board meetings.
(b) Except as otherwise provided in the Articles or these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office; (2) the affirmative vote of a majority of the Directors then in office; or (3) a sole remaining Director.
ARTICLE V- RECORDS, REPORTS, AND SEAL
5.01. The Association must keep adequate and correct records of account and minutes of the proceedings of its Members, Board, and committees of the Board. The Association must also keep a record of its Members giving their names and addresses and the class of membership held by each. The minutes will be kept in written or electronic form. Other books and records will be kept in either written form or in any other form capable of being converted into written form.
5.02. The Board of Directors may adopt a corporate seal. The Secretary of the Association will maintain custody of the seal and affix it in all appropriate cases to all Association documents. However, the failure to affix the seal does not affect the validity of any instrument.
5.03 These Bylaws may, from time to time and at any time, be amended or repealed, and new or additional bylaws adopted, by at a meeting of the board of directors at which a quorum is present, upon majority approval of the board.
ARTICLE VI – TERMINATION AND RENEWAL OF MEMBERSHIP
6.01: In the event of termination of membership after May 1, the member shall pay to the Association, if member has not already done so, member dues for the current fiscal year. No refund of dues shall be made unless the Board of Directors authorizes same. All right, title and interest of a member in and to the property of this association shall cease in the event of his or her death, resignation or the dropping of such member by action of the Board of Directors.
6.02: Procedure for expulsion and/or termination of membership shall be established by rules of the Board of Directors. There shall be no appeal to the membership of action taken by the Board of Directors with respect to expulsion or termination of membership in this Association.
6.03: Membership in EDCBA shall be renewed annually for a period of one year (or half year after June) by invitation extended under the direction of the Board of Directors to members who desire to continue their membership.