MCBA Governing Documents

 

BYLAWS OF MARIN COUNTY BAR ASSOCIATION

 

MARIN COUNTY BAR ASSOCIATION CODE OF CIVILITY

 

 

 

 

 

 

BYLAWS OF MARIN COUNTY BAR ASSOCIATION

A Non-Profit Corporation
Amended as of February 28, 2007

 

ARTICLE I - MEMBERSHIP

Section 1.1           Kinds

There shall be three (3) kinds of members of this corporation, (hereinafter referred to as "Association,") as follows:  Active Members, Associate Members and Honorary Members, whose respective qualifications shall be:

(A)       Active Members:  Any active member of the State Bar of California whose principal office for the practice of law or whose residence is located in the County of Marin is eligible to be an active member of this Association.

(B)       Associate Members:  Any attorney at law, licensed and in good standing, not eligible to be an active member is eligible to be an associate member. 

(C)       Honorary Members:  Any attorney who has rendered distinguished service to the Legal Profession or to the administration of justice may be elected an Honorary Member of this Association by a majority vote of its Directors.  Any active or retired Judge or Justice of a court of record of the State of California, residing in the County of Marin shall be an Honorary Member of this Association.
(D)       Student Associate Members:  A person who is enrolled in a law school located in the State of California as a candidate for a law degree, or a graduate of any law school who has not been admitted to practice in any State or Federal District but who intends to take the California Bar Examination within twenty-four (24) months from the date of application, is eligible to be a Student Associate Member of this Association. Student Associate Members have no voting privileges.

 

Section 1.2       Privileges

Only active members shall be eligible to vote and hold office.  All of the other privileges  of membership shall be enjoyed equally by all kinds of members.

 

Section 1.3       Annual Dues

Each active and associate member shall be required to pay annual dues in an amount to be fixed from time to time by the Board of Directors.  The schedule of dues may provide for higher payments required of active members who have been engaged in the practice of law for more than five years.  Lower dues shall be required of associate members than for active members.        

 

Section 1.4       Membership Assessments

In the event the amount of dues received is insufficient for the purposes of carrying out
the program of the Association, the Board of Directors may levy and assess against each active member a special assessment, provided, however that said special assessment shall not exceed the sum of Twenty-Five ($25.00) dollars for each active member in any calendar year unless the consent of the majority of the members is first had and obtained.

 

Section 1.5       Waiver of Dues

The Board of Directors may, by resolution, waive the dues of a member upon showing of
hardship.  

 

Section 1.6       Membership Termination

(A)       Automatic Termination.  Membership shall automatically terminate upon the occurrence of the following events:

(1)        Failure to pay annual dues before March 31 of the calendar year in which due, unless excused by the Board of Directors.

(2)        Whenever a member shall fail to retain or possess qualifications for membership.

(B)       Resignation.  A member may resign at any time, provided, however, that any financial obligation for unpaid dues and assessment to Association shall not terminate thereby.

(C)       Membership Reinstatement.  Any member whose membership has been terminated due to failure to pay his of her annual dues may be reinstated upon the payment of said annual dues plus a reinstatement fee of 50% of the amount of the member's annual dues.

 

Section 1.7       Membership Application

Applicants for membership may be required to sign such form of application and furnish such information as may be required by the Board of Directors concerning his or her qualifications for membership.

 

ARTICLE II - OFFICERS AND BOARD OF DIRECTORS

Section 2.1       Elective Officers and Terms of Office

The elective officers of this Association shall be a President (subject to the provisions of
Section 2.3 below), President-elect, a Secretary and a Treasurer, each of whom shall serve for a term of one year commencing on January 1st following their election.

 

Section 2.2       Board of Directors

The Board of Directors of this Association (hereinafter referred to as "the Board") shall consist of fifteen (15) members.  In addition, the four hereinabove mentioned elective officers for their respective terms of office, the retiring president of the Association for the calendar year following his or her term and a Past President whose term of office expired at least five (5) years prior, all with full privileges of voting and participation, shall serve as ex-officio members of the Board.  (21 members in all).

 

Section 2.3       Election of Officers and  Directors
At the regular meeting of the membership in July of each year a Nominating Committee of seven active members shall be announced by the President.   Said Nominating Committee will be named at the immediately preceding Board meeting and shall include:

 

The President-elect of the current year

Three members selected by the President who shall be Past      
presidents or current directors

Three members selected by the Board from the general membership

 

The Nominating Committee shall meet prior to the meeting of the membership in September, shall elect a chairman, and shall nominate candidates for offices as follows:

 

President-elect, Secretary, Treasurer, Five Year Past President and the Board of Directors.

 

The President-elect shall automatically become the President in the following year provided, however, that if the office of President-elect has been filled by appointment of the Board of Directors as provided in Section 2.5 then in that event that person so appointed by the office of President-elect shall not automatically succeed to the office of President and the Nominating Committee shall nominate a candidate for President.

 

The Nominating Committee shall make its report of nominations at the regular meeting in September.  At any time before October 1st of each calendar year, any active member may be nominated for any office to be filled, if such member possesses the qualifications required in these Bylaws, by nomination in writing signed by at least ten (10) active members of this Association and presented to the Secretary.

 

The annual election shall be held at the regular meeting of the members of the Association in November of each year.  Each candidate who is the sole nominee for an office shall be voted upon at said election by a voice vote; should there be more than one nominee for an office, the Board shall conduct a written secret ballot of the general membership by mail for each such contested office, which shall be conducted before the regular November meeting of the members, and shall be conducted in the manner to be provided for in a resolution of the Board.  The election of all officers and directors shall be by a plurality vote.

 

Section 2.4       Term of Directors

The fifteen (15) Directors shall be elected for a term of three (3) years each, which said terms shall be staggered so that five (5) Directors will finish their terms on December 31st of each calendar year.  The Five Year Past President shall have a term of one (1) year.  The President, with the concurrence of a majority of the Board, or a majority of the Board, may remove any Director who fails to actively participate in the work of the Board by failing to attend meetings, failure to carry out committee assignments or otherwise.  A member who misses three (3) consecutive meetings shall be deemed to have failed to actively participate in the work of the Board.  The vacancy so created shall be filled as provided in Section 2.5 of  this Article.

 

Section 2.5       Vacancies

Should a vacancy occur in the office of any elective officer (other than that of president) or director, the same shall be filled by Presidential nomination confirmed by vote of the Board of Directors for the unexpired term of the person who held the office.

 

Section 2.6       Powers and Duties of the President

The President shall have such powers and duties as are usually exercised by such an officer and shall preside at all meetings of the Board and the membership and shall give leadership to the entire program of the Association.  The President shall have the powers and duties expressly provided for in, or reasonably inferred from, these Bylaws and the resolutions of the Directors made from time to time.

 

Section 2.7       Powers and Duties of President-Elect

In the absence of the President, the President-Elect shall have the powers and duties of the President.  The President Elect shall serve as Board liaison to the Attorney Client Dispute Resolution Committee.

 

Section 2.8       Powers and Duties of the Secretary

The Secretary shall:

(A)       Give notice of all special and regular meetings of the Association, and of the Board, and all notices required by these Bylaws, or by law, and not otherwise provided for herein, and such other notices as may be directed by the Association, the President, or the Board;

(B)       Notify officers and members of their election, and appointees to offices or committees of their appointment;

(C)       Keep a complete, accurate and  permanent record of all of the proceedings at all meetings of the Association and of the Board; to keep a record ofmembership showing the names, residences, business addresses and classifications of each member, the date when each became a member and the cause or date of termination in such an event;

(D)       Keep a record of all other matters of which a record is required by law or shall be deemed advisable by the Association or the Board to be kept by him or her; under the direction of the Board, to take charge of and preserve all of the records of the Association;

(E)       Keep an up-to-date inventory of the property of the Association; to preserve and safe-guard said property;

(F)       Assist the Treasurer in the collection of dues; and to perform the usual duties of a secretary.

These duties may be delegated.  Records kept by the Secretary shall be open at all times to the inspection of all members of the Board, and at all reasonable times shall be open for the information of the active members of the Association.  The Secretary shall perform, from time to time, all duties which may be required by the Board.

 

Section 2.9       Powers and Duties of the Treasurer

The Treasurer shall:

(A)       Collect and disburse funds of the Association;

(B)       Make a written report at each annual meeting of the Association showing the amount of money received and disbursed since the last annual meeting and the assets and liabilities of the Association;

(C)       Keep regular accounts which shall at all times be open to the inspection of all of the members of the Board and at all reasonable times shall be open for the information of the active members of the Association;

(D)       Prepare such records and perform such duties as may be required by resolution of the Board;

(E)       Submit a budget for the forthcoming year to the Board in November of each year, and the Board shall act on such budget in December.  The incoming Board shall ratify or amend such budget in January of the following year.

(F)       Serve as Board liaison to the Lawyer Referral Service Committee.

 

Section 2.10     Powers and Duties of the Board of Directors

The management of the affairs of this Association is vested in a Board of Directors.  The Board shall have the power:

(A)       To adopt such rules for its own management, and for the government of the Association, as are not inconsistent with the provisions of these Bylaws;

(B)       To take any actions which in the judgment of the Board may be proper to carry out the goals and execute the will of the Association in all particulars.

 

Section 2.11     Membership Ballot on Special Questions

The Board may, by a majority vote, submit to the members at any regular meeting, or by mail ballot in a manner and form to be prescribed by resolution of the Board, any question, matter, or proposition, and, may submit to the membership a plebiscite by mail to obtain the opinion of the members of the Association as to the qualifications of any member of the Association as a candidate for any judicial office or office requiring legal training.

 

A majority of the votes cast by mail by the members of the Association entitled to vote shall govern the Association upon the matter submitted; provided, however, that not less than one-half of the members entitled to vote, vote thereon.


A similar ballot by mail shall also be conducted by the Board promptly following its first meeting held after receipt by the Secretary of a written request signed by twenty (20) or more active members of the Association, on any such question, matter or proposition.

 

Section 2.12     Method of Procedure

Where these Bylaws give a power to the Board and no method of procedure is provided, the Board, by resolution, may establish a reasonable procedure in conformity with requirements of due process.

 

ARTICLE III - MEETINGS

Section 3.1       General Membership Meetings

There shall be a general membership meeting at least four times annually at a time and place to be fixed from time to time by resolution of the Board, for the purpose of carrying out the goals of the Association.

 

Section 3.2       Meeting of Directors

The Directors shall meet at such times and places as the Board may determine by resolution for the business of the Association.

 

Section 3.3       Annual Meeting

The annual meeting of the members and Board shall take place during the month of November of each calendar year at the time and place to be fixed by resolution of the Board.

 

Section 3.4       Special Meetings

Special meetings of the members may be called:

(A)       By order of the President; or
(B)       At the request of fifteen (15) active members made in writing to the Secretary.

Special meetings of the Board may be called:

(A)       By order of the President; or
(B)       By a request in writing signed by at least five (5) members of the Board.

 

Section 3.5        Notice of Meetings

The Secretary shall give at least five (5) days notice in writing of all meetings of the members and shall give at least five (5) days notice in writing to the Board of all meetings of the Board. 

 

Section 3.6       Quorum

Eleven (11) members present shall constitute a quorum of the Board; twenty (20) members present shall constitute a quorum of a meeting of the members, provided, however, that for the purpose of nominating candidates for a nominating committee, as provided in Article II, Section 2.3, those present, even though a lesser number, shall constitute a quorum for that purpose.

 

ARTICLE IV - COMMITTEES

Section 4.1       Committee Membership

Each standing committee hereinafter specified shall consist of a chairperson and five (5) members, except the Client Relations Committee, which shall have thirty (30) members.  Additional committee members may be nominated for a term of one (1) year by the President and/or a committee chair.  The President shall also serve as an ex-officio member of each committee with voting privileges.  The President shall appoint a member of the Board to serve as liaison with each standing committee as set forth in Section 4.3 below.

 

Section 4.2       Continuity

Each committee member shall be appointed to serve for a period of three (3) years; committee appointments shall be numbered and the terms of committee members shall be staggered, so that one member's term shall end at the conclusion of each calendar year.  Any committee member may be reappointed.

 

Section 4.3       Liaison

Each committee shall have attached to it as a liaison with the Board one member of the Board appointed as per Section 4.1 above.  It shall be the duty of such liaison member to sit at all committee meetings and to convey to the Board recommendations and actions of the committee.  The liaison member shall be an additional member of the committee and shall have a vote in its proceedings.

 

Section 4.4       Appointments

All chairpersons and committee members shall be appointed by the President by and with the consent and approval of the Board.  Each chairperson, with the consent of the President, may appoint additional members.  Committee members shall serve for the calendar year of the respective appointments.

 

The chair-person of the Client Relations Committee shall have been admitted to the State Bar for a minimum of ten (10) years, and each member  of that committee shall have been admitted for a minimum of five (5) years.  The chairperson and each member of that committee shall have maintained their principal offices and shall have practiced in Marin County for a minimum of two (2) years.

 

Section 4.5       Reports

The Chairperson of each committee shall make reports of committee activities on request of the President.

 

Section 4.6       Vacancies

The President, by and with the consent of the Board of Directors, shall fill all committee vacancies by appointment for the term of the person who is being replaced, or for three (3) years, as required to comply with these Bylaws.

 

Section 4.7       Standing Committees

Unless and until changed by resolution of the Board of Directors, there shall be the following standing Committees of this Association:

(A)       Membership

(B)       Attorney Client Dispute Resolution

(C)        Lawyer Referral Service

(D)       Insurance

(E)       Administration of Justice and the Courts

(F)       Unauthorized Practice of the Law and Ethics

(G)       Legislation

(H)       Bylaws

(I)        Library

(J)        Public Information

(K)       Continuing Education of the Bar

(L)       Entertainment and Program

(M)      Justice Center

(N)       Law Day

(N)       Judicial Liaison

(P)       Judicial Evaluation Committee

 

Section 4.8       Duties and Scope of Standing Committees

Unless and until changed by resolution of the Board, the duties and scope of the standing Committees shall be as set forth in Exhibit A attached hereto and made a part hereof by reference.  Each Committee, whether standing or special, shall have the right to adopt such guidelines or regulations for its Committee work as it may see fit in order to promote its objectives, provided, however, that upon adoption, a copy thereof shall be submitted to the Board for its approval.  Each Committee, whether standing or special, shall have the right to establish subcommittees in order to promote its objectives.

 

Section 4.9       Special Committees

The President may from time to time appoint special committees for special purposes within the scope of the objectives of this Association.

 

Section 4.10.    Sections

The President, by and with the consent of the Board, may appoint Sections devoted to the study of various legal specialties or interest groups (examples: family, probate, criminal, young lawyers.)  The Chairperson of each section shall be appointed for a one-year term by the President.

(A)       Any member of the Association shall be eligible for membership in one or more Sections of the Association, and may become a member by filing of an appropriate application and the payment of Section dues, if any.

(B)       Each Section authorized or created pursuant to this Section 4.10 shall be governed by such bylaws as it may see fit to enact, provided that such bylaws shall not conflict with the Articles of Incorporation, these Bylaws, and any directives issued by the Board.  A certified copy of the bylaws of each Section and of all amendments thereto shall be filed with the Secretary immediately upon adoption.

(C)       The executive committee of a Section, if its bylaws so provide, shall have the authority to fix dues for membership in the Section.

(D)       All dues and other funds collected by a Section shall be deposited with the Association to the credit of the Section and may be drawn upon and expended as may be directed by the executive committee of the Section.  Aggregate Section funds in excess of $5,000 at the end of each calendar year shall be credited to the Association’s general budget to be spent at the direction of the Board of Directors.

(E)       Representation of the Association.  No Section or Committee or member shall assume to represent the Association or any Section or Committee thereof before any legislative body, in any court or before any other tribunal, unless authorized so to do by the Board.  Whenever representation requires the filing of any brief, a copy of the proposed brief shall, before it is filed, be submitted to and approved by the Board or such of its members as the Board may designate to act for it.  No report, recommendation or other action of any Section or Committee thereof or of any Committee of the Association, shall be considered as the action of the Association unless and until it shall have been authorized by the Board.  No Section or Committee thereof or any Committee of the Association or any member of any such Section or Committee, shall release any report of such Committee or Section to the public before the same is distributed to the Board.  Any material containing any report, recommendation, or proposal circulated by any Section or committee thereof or by any Committee of the Association shall have clearly indicated thereon that the same reflects merely the personal views of the individuals proposing the same and does not represent the view or action of the Association unless and until the Board of Directors shall have taken approving action with respect thereto.

(F)       Non-attorneys may become members of Sections but not members of the Association if all the following conditions are met: (1) the proposed non-attorney section member has received the prior permission of the President and the Section Chairman to participate for the following year; (2) no more than 20% of the membership of any section shall be constituted by non-attorneys; (3) the non-attorney member pays Section dues, if any, unless this requirement is waived by the Section Chairman; and (4) no non-attorney section member may vote on any matter before the section, shall otherwise have all perquisites of Section membership.

 

ARTICLE V - INTEREST OF MEMBERS IN ASSETS AND DISPOSAL OF
ASSETS IN THE EVENT OF WINDING UP OR DISSOLUTION

All of the assets of this Association shall during its existence be deemed to be held in
trust by the Board or the purposes set forth in the Articles of Incorporation, and any and all rights of a member in the Association ceases upon death, resignation or other termination of membership.  In the event of a winding up or dissolution, after paying or adequately providing for the debts and obligations of the corporation, the directors shall dispose of any remaining assets for legal educational purposes in such manner as may be directed by decree of the Superior Court of the State of California, in and for the County of Marin, upon petition filed for that purpose by said directors.

 

ARTICLE VI - RULES OF PROCEDURE

These bylaws may be amended or repealed, or new bylaws adopted by majority vote of the active members present at a meeting of the members of the Association duly called for such purpose.

 

ARTICLE VII - INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Association shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its officers and directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an officer or director of the Association, and shall have power to advance to each such officer and director expenses incurred in defending any such proceeding to the maximum extent permitted by that law.


EXHIBIT A

STANDING COMMITTEES, THEIR FUNCTIONS AND SCOPE

The several standing Committees of the Marin County Bar Association shall have responsibility for such matters as may be referred and assigned to them from time to time by the Board of Directors, and in addition, shall carry out the following duties and responsibilities:

 

MEMBERSHIP--To invite and solicit prospective members, both from newly admitted lawyers, as well as those non-members in the county who have not previously applied for membership, and to prepare and distribute an Association newsletter.

 

ATTORNEY CLIENT DISPUTE RESOLUTION COMMITTEE -- To resolve disputes that occur between client and attorney that do not fall within the jurisdiction or the State Bar either by informal communication or formal arbitration, including such disputes that may occur between client and attorney as a result of the operation of the Lawyer Referral Service.

 

LAWYER REFERRAL SERVICE--To conduct a referral service in accordance with the current minimum standards adopted by the State Bar of California and to supervise the operation of the Lawyer Referral Service Office and keep the Board fully informed concerning such operation, and to refer to the Client Relations Committee and fee dispute which may arise in the course of such operation.

 

INSURANCE --To investigate proposals for group insurance to the Bar Association; to confer with representatives of various insurance companies seeking to obtain group coverage from the Marin County Bar Association; periodically to review malpractice insurance and availability of policies at reasonable rates to Marin County Bar Association members; and to review multiple documents sent to the chairperson of the Insurance Committee requesting opportunities to solicit Bar Association for the purpose of life, accident or health insurance.

 

ADMINISTRATION OF JUSTICE AND THE COURTS--To have jurisdiction over all matters relating to judges, the courts, and the administration of justice.  Included within the ambit of the Committee's concerns shall be the effectiveness of the Judicial system with emphasis upon the local rules of court and the operations of the daily trial and law and motion calendars, the relationship between judges and attorneys, the relationship between the courts and public, the role of the practicing attorney vis-a-vis  the court and the treatment by the courts of litigants, and witnesses in both civil and criminal cases.

 

UNAUTHORIZED PRACTICE OF LAW AND ETHICS--To forward to the State Bar of California as much information as can be obtained relating to acts of possible unauthorized practice of law in Marin County, using local sources whenever possible; and to provide advice to attorneys faced with questions that they perceive may involve ethical questions involving a conflict or potential conflict of interest; to  attempt to resolve disputes between attorneys raising ethical complaints against one another when neither attorney desires to elevate the complaint to the State Bar level, and to attempt to resolve disputes resulting from a complaint by a judge relating to alleged questionable conduct of an attorney when the judge does not desire to elevate the matter to the State Bar level.

 

LEGISLATION--To draft any resolutions which may be proposed for submission to the Resolutions Committee of the Conference of State Bar delegates relative to the amendment of existing law or the enactment of new statutes and to advise the Board of Directors concerning such matters.

BYLAWS COMMITTEE--To review periodically the Association's bylaws and recommend to the Board any revisions, additions or deletions which it may deem necessary or desirable, and likewise, consider any suggestions for amendment from the Board or any member of the Association.

 

LIBRARY--To determine the needs and wishes of the members of the Marin County Bar Association concerning the contents of the County Law Library and its ministration; to keep the Board of Trustees of the Law Library informed as to the policies and projects the Bar would like to see implemented with regard to the Law Library; and to keep the Board and the members of the Bar Association informed as to the activities of the Board of Trustees.

 

PUBLIC INFORMATION--To advise the Board concerning publicity releases relative to Bar's relationship to the courts and the public and the administration of justice.  To initiate, plan, supervise and administer organized discussion by members of the Bar to interested lay groups, schools and community organizations. 

 

CONTINUING LEGAL EDUCATION--To facilitate the development or presentation of continuing legal education programs or materials that qualify for credit under the State Bar of California rules governing minimum continuing legal education requirements for State Bar membership.

 

ENTERTAINMENT AND PROGRAM--To create, schedule and implement general and special programs, including the annual installation dinner, with particular attention to the Association meetings, and to assist special ad hoc committees with respect to special membership programs.

 

JUSTICE CENTER --To coordinate the Association activities and advise the Association on matters concerning the Marin Justice Center.

 

LAW DAY--To create, develop, coordinate, schedule and implement informational programs (general, or special) for the general public relating to the legal profession and judicial system.

JUDICIAL LIAISON--The President of the Association shall appoint three persons to serve for one year as the Judicial Liaison and two persons to serve as alternates to act in place of any regular member who is not available within the time deemed appropriate by the President to respond to any criticism of Marin County judges; to be eligible to serve, a person must be a past President of the Association.

 

JUDICIAL EVALUATION COMMITTEE—The JEC will evaluate judicial applicants to the Marin County Bench, to the first District Court of Appeal, and to the California Supreme Court, when requested to do so by the Governor.

 

Marin County Bar Association Code of Civility