Article III: Officers and Council

Section 3.1. Officers

Officers. The elected officers of the Association shall be a President, a First vice-president, Second vice-president and a Secretary/Treasurer.

Section 3.2. Elected Council Members

Elected Members of the Board of Directors. Nine members of the Association, other than the officers, shall be elected Board members.

Section 3.3. Council

Board. The Board of Directors of the Association shall consist of not less than 21 and not more than 32 members, all of whom, including representatives of affiliated bar associations, shall be active members of the Association. The exact number shall be 32 until changed by amendment of this section duly adopted by the members of the association. The members of the Board shall be:

Section 3.3.A.

The 4 officers of the Association.

Section 3.3.B.

The 9 elected Board members of the Association.

Section 3.3.C.

One representative selected by and from the Barristers Club of Sacramento.

Section 3.3.D.

One representative selected by and from the Lawyer Referral and Information Service Committee of the Association.

Section 3.3.E.

One representative selected by and from the Indigent Defense Panel (IDP) Committee of the Association.

Section 3.3.F.

One representative selected by and from the Voluntary Legal Services Program.

Section 3.3.G.

One representative selected by and from the Delegation to the Conference of Delegates of California Bar Associations at the State Bar Annual Meeting.

Section 3.3.H.

One representative selected by and from representatives of sections of the Association.

Section 3.3.I.

One representative selected by and from each of the Affiliated Bar Associations qualifying under Article IV of these bylaws. In the event that the number of Affiliated Bar Associations qualifying would cause the membership of the Board to exceed 32, the Board may submit a proposal to the members of the Association to increase the permissible maximum number of members.

Section 3.4. Dual Representation Prohibited

No person shall serve in more than one capacity on the Board at the same time.

Section 3.5. Term of Office

Section 3.5.A. Officers

The President, the First vice-president, the Second vice-president and the Secretary/Treasurer shall be elected annually by the membership of the Association and shall serve for a term of one year.

Section 3.5.B. Elected Board Members.

Of the 9 elected Board members, three members shall be elected by the membership of the Association each year, and each member so elected shall serve for a three-year term.

Section 3.5.C. Non-elected Board Members.

All non-elected Board members shall be selected annually.

Section 3.5.D. Calendar Year

All terms shall be based on the calendar year.

Section 3.6. Powers of the Board.

Section 3.6.A. General Powers

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles of Incorporation and these bylaws relating to actions required to be approved by the members, the activities and affairs of the Association shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board shall adopt policies and procedures as appropriate.

Section 3.6.B. Specified Powers

Without prejudice to these general powers and subject to the same limitations, the Board shall have the power to:

1. Advise and give consent to the selection and removal, the powers and duties, and the compensation of the Executive Director.
2. Change the principal office in the State of California, County of Sacramento, from one location to another; and designate any place within or outside the County of Sacramento for the holding of any members' meeting or meetings, including annual meetings.
3. Adopt, make and use a corporate seal; prescribe the forms of membership identification cards; and alter the form of seal and card.
4. Borrow money and incur indebtedness on behalf of the Association and cause to be executed and delivered for the Association's purposes in the corporate name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidences of debt and securities.

Section 3.6.C. Fees and Compensation

Board members and members of committees shall receive no compensation for their services, but may be reimbursed for expenses, as determined by the Board.

Section 3.7. Powers and Duties of the Officers.

Section 3.7.A. President

The President of the Association shall have such powers and duties as are usually exercised by such officer. The President shall:

1. Preside at the meetings of the Board and of the Association.
2. Be or appoint another to be a member of all Standing Committees with the power of voting for the duration of the President's term.
3. Have the power to call special meetings of the Association, or of the Board or of any committee, and to make appointments and fill vacancies except vacancies for the filling of which other provisions are made in these bylaws.
4. With the advice and consent of the Board, the President may designate a representative or representatives to the House of Delegates of the American Bar Association and such other representatives to legal associations or bodies as may be deemed proper by the Board.
5. The President may also deal with such other matters as may be placed in his/her charge at any regular or special meeting of the Association or of the Board.
6. Except as otherwise specified in these bylaws, the President shall have the power to designate an Association member to serve as a Committee member in place of the President for the duration of the President's term.
7. The President or his/her designee shall be the representative of the Association to the California Association of Local Bars.
8. With the advice and consent of the Board, the President shall appoint (or may remove) the Chair of the Delegation to the Conference of Delegates at the State Bar Annual Meeting for a term of three (3) years.

Section 3.7.B First Vice President

In the absence of the President, the First vice-president shall have the powers and duties of the President.

Section 3.7.C. Second Vice President

In the absence of the First vice-president, the Second vice-president shall have the powers and duties of the First vice-president.

Section 3.7.D Secretary / Treasurer

The Secretary/Treasurer of the Association shall have, and may delegate such powers and duties as are usually exercised by such officer. He/She shall:

1. Keep, or cause to be kept, minutes of all meetings of the Board at the principal office or such other place as the Board may order, which minutes shall indicate the time and place of meeting, whether the meeting was regular or special and if special, how authorized, the notice given, the names of those present and shall contain a summary of the proceedings at the meeting.
2. Keep or cause to be kept at the principal office of the Association, the original or copy of the Articles of Incorporation and bylaws, as amended, to date.
3. Cause a written agenda to be prepared for each meeting, including all applicable attachments, and cause the agenda to be mailed to each member of the Board in advance of each meeting.
4. Cause to be prepared, at least annually, a report of all Committees of the Association.
5. Cause to be prepared all documents required by governmental agencies.
6. Sign all contracts or other written instruments authorized or approved by the Board or the Members.
7. Keep or cause to be kept the articles and bylaws of this Association.
8. Keep or cause to be kept an accurate account of all income, expense, assets and liabilities of the Association and shall render a report thereon to any meeting of the Association or the Board when required.
9. Prepare or cause to be prepared an annual budget for the Association and shall, upon approval of such budget, prepare or cause to be prepared all appropriate accounting thereof.
10. Deposit or cause to be deposited money and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board.
11. Disburse or cause to be disbursed the funds of the Association as may be ordered by the Board.
12. Perform the duties of a Chief Financial Officer as set forth herein. He/She shall perform such other duties and shall have such other powers and duties as the President or the Board may prescribe.

Section 3.7.E Executive Director

The President, with the advice and consent of the Bar Board, may appoint or remove the Executive Director, who need not be a member of the Association, to serve as the Chief Executive Officer of the Association. The Executive Director shall serve under the direction of the President and shall manage, direct and discharge the business of the Association, and shall supervise all employees with the authority to either hire or discharge Association personnel.

Section 3.8. Vacancies

Section 3.8.A. Existence of Vacancies

A vacancy in the position of an officer or board member shall be deemed to exist in the following circumstances: 1. the person’s death, removal or resignation. 2. An increase in the authorized number of Board members. 3. If the members fail to elect the authorized number of Board members. 4. If any member of the Board fails to attend four (4) regular meetings of the Board within a calendar year. 5. If the Board declares vacant the office of a Board member who has been declared of unsound mind by a final order of the court, convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under section 7238 of the California Nonprofit Mutual Benefit Corporation Law. If a failure-to-attend vacancy is in the Board position of an affiliated bar, the affiliate shall lose its voting status for the year in which the vacancy occurs. No reduction of the authorized number of Board members shall have the effect of removing any Board member prior to the expiration of his/her term of office.

Section 3.8.B. President and First vice-president Vacancies

In the event of a vacancy in the office of the president, the first vice-president shall assume the office of the president. In the event of a vacancy in the office of the first vice-president, the second vice-president shall assume the office of first vice-president.

Section 3.8.C. Other Board l Vacancies.

In the event of a vacancy in the office of second vice-president, secretary/treasurer or an elective Board member, the vacancy may be filled by vote of the Board upon recommendation of the nominating committee or the president as provided in article V of these by-laws. If the number of persons then in office is less than a quorum, the vacancy may be filled by unanimous written consent of the Board members, or the affirmative vote of a majority of Board members then in office at a duly called and held meeting, or the sole remaining member. The nominating committee, as later defined, shall nominate at least one candidate for each vacant office. Each member so elected shall hold office until the expiration of the term of the replaced person and until a successor has been elected and qualified. No Board member shall be eligible for election to fill the vacancy. If a vacancy occurs in the office of second vice-president, secretary/treasurer or an elective Board member because the officer or member has been called to active duty with a branch of the United States military or equivalent service, the Board may name a temporary replacement, upon nomination of the President or the Nominating Committee, to serve in the vacated office or board position until the military member returns and resumes his or her office or position."

Section 3.8.D. Affiliated Bar Association Vacancies

In the event of a vacancy in the office of an Affiliated bar Association representative to the Board, the vacancy shall be filled by that Affiliated Bar Association.

Section 3.8.E. Members Filling Vacancies

The members of the Association may elect a Board member at any time to fill any vacancy or vacancies not filled by the Board.