S A N T A   C R U Z   C O U N T Y
TRIAL LAWYERS ASSOCIATION

 

SCCTLA
SCCTLA@gmail.com
831.429.0181

BYLAWS



SANTA CRUZ COUNTY TRIAL LAWYERS' ASSOCIATION BYLAWS


ARTICLE I

NAME AND PRINCIPAL OFFICES


Section 1.1 Name: The name of this unincorporated association is Santa Cruz County Trial Lawyers' Association (the "Association").


Section 1.2 Principal Office. The principal office of the Association shall be located at SCCTLA Address, or at such other address in the County of Santa Cruz, State of California, as the Board of Directors of the Association (the "Board of Directors") shall from time to time determine.


ARTICLE II PURPOSES


Section 2.1 General and Specific Purposes. The Association is an unincorporated association organized for purposes of operating a professional association to promote the interests of the Association's members as well as other members of the legal profession and judiciary in the County of Santa Cruz, and to foster fellowship among the members of the local bar, promote access to the legal community in Santa Cruz County, promote attorney and public education, and enhance the public perception of the legal profession. Specifically, this Association is formed to, among other things:


  1. Provide continuing legal education;

  2. Provide social and professional networking opportunities to members of the legal community;

  3. Seek to improve the administration of justice in the County of Santa Cruz by working with judges and court personnel on court administration improvement projects, and engage in such other activities as are consistent with the above purposes as determined by the Board of Directors.


Section 2.2 Limitations on Purposes. Notwithstanding any other provision of these Bylaws, the Association shall not support or oppose candidates for public office or otherwise participate in partisan politics. Further, except to an insubstantial degree, the Association shall not engage in any activities or exercise any powers that are not in furtherance of its purposes, nor carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Internal Revenue Code

§501(c)(3) or the corresponding provision of any future law or regulation.


Section 2.3 Tax Exempt Status; Liquidation and Dissolution. No part of the net earnings of the Association shall inure to the benefit of any private member or individual as defined in Internal Revenue Code §501(c)(6). The Association is not organized for profit or to engage in any business or activity ordinarily carried on for profit. On liquidation or dissolution, all properties and assets remaining after payment or provision for payment of all debts and liabilities of the Association shall be distributed to (a) another nonprofit association or corporation formed to promote the common interests of members of the legal profession and/or members of the judiciary, in the County of Santa Cruz, which corporation or

association is tax exempt under §501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law), or (b) a nonprofit fund, foundation or organization that is operated exclusively for charitable, educational or other tax exempt purposes and which is tax exempt under §501(c)(3) of the Internal Revenue Code (or the corresponding provision of any law or regulation. There shall be no distribution of the remaining properties or assets of the Association to the members of the Association upon liquidation or dissolution.


Section 2.4 Governing Law. The provisions of the California Corporations Code pertaining to unincorporated associations under California Corporations Code §§18000-24001.5 (sometimes referred to herein as the "Law") shall govern the conduct of the affairs of the Association, except as otherwise provided or modified herein or as permitted by the Law.


ARTICLE III MEMBERSHIP


Section 3.1 Members. The Association shall have three (3) classes of members designated Regular Members, Associate Members and Law Office Support Members as follows:


  1. Regular Members. Any person who is an active member of the California State Bar or an active member of the judiciary in the State of California is eligible for membership as a Regular Member upon approval of the membership application submitted and on timely payment of such dues as the Board of Directors may fix from time to time for Regular Members. Each Regular Member in good standing shall have one (1) vote on all matters subject to the approval of the Regular Members of the Association pursuant to these Bylaws, and shall be eligible to serve as a member of the Board of Directors and as an officer of the Association.

  2. Associate Member: Any attorney whose principal office is outside of the County of Santa Cruz; or attorneys licensed in another State.

  3. Law Office Support: Any legal secretary, paralegal, law student, and any other person dedicated to the promotion of justice.


Section 3.2 Membership Rights. Regular Members in good standing shall have the right to vote, as set forth in these Bylaws, on the election of directors (other than designated directors), on the disposition of all or substantially all of the Association's assets, on the incorporation of the Association, on the merger or consolidation of the Association with or into any other association or corporation, and on the dissolution of the Association. Associate Members and Law Office Support Members shall have no voting or any other rights afforded Regular Members under the Law but shall have the right to participate in the programs and activities of the Association as the Board of Directors shall determine.


Section 3.3 Membership Dues and Fees. Each Regular Member, Associate Member and Law Office Support Member must pay, within the time established by the Board of Directors, the dues and fees fixed from time to time by the Board of Directors. The Board of Directors shall fix annual dues for the members of the Association. Any change in the annual dues shall be proposed fifteen (15) days in advance for any meeting of the Board of Directors and notice shall be provided to each member of the Board of Directors at least fifteen (15) days before the meeting, absent unanimous consent of all directors to waive this notice requirement. The Board's action on any such proposal shall provide members at least fifteen (15) days notice prior to its effective date. The Board of Directors may, in its

discretion, establish different dues and fees for different classes of members and for different categories of persons within each class of membership based upon such criteria including, but not limited to: (i) the number of years a member has been admitted to the California State Bar, (ii) whether a member is employed in the private or public sector, (iii) whether a member is employed in the profit or not-for- profit sector, or (iv) whether a member is or is not a member of the California State Bar.


Section 3.4 Members in Good Standing. Members who have paid all required dues and fees and have not otherwise been suspended or had their membership terminated by the Board of Directors shall be members in good standing.


Section 3.5 Termination of Membership. A membership shall terminate on the occurrence of any of the following events:


  1. Resignation of the member;

  2. Expiration of the calendar year period for membership, unless the membership is renewed on or before April 1 of the succeeding calendar year;

  3. The membership of any Regular Member shall terminate automatically upon the revocation or suspension of such Regular Member's license to practice Law in the State of California; or

  4. Termination of the membership by the Board of Directors pursuant to Section 3.6 below.


Section 3.6 Termination or Suspension of Membership. A member may be suspended or his or her membership terminated based upon a good faith determination by the Board of Directors that the member (a) has violated any provision of the State Bar Act (Business & Professions Code §6000 et. seq.), (b) has failed to observe any rule of conduct set forth in the Rules of Professional Conduct adopted by the State Bar of California or in the Model Rules of Professional Conduct adopted by the American Bar Association, or (c) has been convicted of a crime involving dishonesty or moral turpitude. A Regular Member whose membership is suspended shall not be a "member" and shall have no voting rights during the period of suspension. The Board of Directors shall give the member at least sixty (60) days prior notice of suspension or termination and the reason for the proposed suspension or termination. Notice may be given by first class or registered mail sent to the last address of the member in the Association's records or by electronic mail to the last email address provided by the member. The member shall be given the opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the suspension or termination. Any action challenging a suspension or termination, including an action based upon defective notice, shall be commenced within six (6) months after the date of suspension or termination.


Section 3.7 Memberships Not Transferable. No membership or right arising from membership shall be transferred.


Section 3.8 Annual Meeting. A meeting of Regular Members shall be held at least annually in May or June of each year at such time and place in the County of Santa Cruz, State of California, as the Board of Directors may determine. The Board of Directors who are elected by vote of the Regular Members pursuant to Section 4.2 of these Bylaws shall be elected at the annual meeting of the Regular Members to take office effective the first day of the month following the annual meeting. Any other proper business may be transacted at the annual meeting of the Regular Members.

Section 3.9 Special Meetings. Five percent (5%) or more of the Regular Members may call a special meeting of the Regular Members for any lawful purpose at any time.


Section 3.10 Procedure for Calling Special Meeting. A special meeting called by any person entitled to call a special meeting of the Regular 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, the President-Elect, the Immediate Past President, the Treasurer or the Secretary of the Association. The officer receiving the request shall cause notice to be given promptly to the Regular Members entitled to vote stating that a meeting will be held at a specified time and date fixed by the Board of Directors. The date of the special meeting shall be at least ten (10) but no more than ninety

(90) days after receipt of the request. If the notice is not given within sixty (60) 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 limiting, fixing, or affecting the time at which a meeting of the Regular Members may be held when the meeting is called by the Board of Directors.


Section 3.11 Purpose 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 of the Regular Members.


Section 3.12 Written Notice Required. Whenever the Regular Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each Regular Member entitled to vote at that meeting. The notice shall specify the place, date, and time of the meeting. 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 directors are to be elected shall include the names of all persons who are nominees when notice is given.


Section 3.13 Notice Requirements. Notice of any meeting of Regular Members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication (e.g. facsimile or electronic mail), and shall be addressed to each Regular Member entitled to vote, at the address (or facsimile number or email address) of that Regular Member as it appears in the records of the Association or at the address (or facsimile number or email address) given by the Regular Member to the Association.


Section 3.14 Quorum. Ten percent (10%) of the Regular Members, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Regular Members.


Section 3.15 Voting. Each Regular Member in good standing shall be entitled to vote at any meeting of the Regular Members. Voting may be by voice or by ballot, except that any election of directors shall be by ballot if demanded before the voting begins by any Regular Member present at the meeting. Each Regular Member entitled to vote may cast one vote on each matter submitted to a vote of the Regular Members. If a quorum is present, the affirmative vote of a majority of the Regular Members represented at the meeting and entitled to vote shall be deemed the act of the Regular Members, unless the vote of a greater number is required by these Bylaws.


Section 3.16 Waiver of Notice or Consent. The action taken at any meeting of the Regular Members, however called or noticed, shall be as valid as though taken at a duly noticed meeting, if (a) a quorum is

present either in person or by proxy, and (b) either before or after the meeting, each Regular Member entitled to vote, not present in person or by proxy, signs a written waiver of notice or an approval of the minutes of the meeting. A Regular Member's attendance at a meeting shall also constitute a waiver of notice of a meeting unless the Regular Member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called.


Section 3.17 Proxies. Each Regular Member entitled to vote shall have the right to do so either in person or by proxy. Any proxy shall be in writing and shall be signed by the Regular Member and filed with the Association. A proxy shall be deemed signed if the Regular Member's name is placed on the proxy by the Regular Member, whether by manual signature, typewriting, facsimile or electronic transmission, or otherwise. No proxy shall be valid after the expiration of eleven (11) months from the date of the proxy. A validly executed proxy may be revoked by: (a) writing delivered to the Association stating that the proxy is revoked, or (b) by a subsequent proxy executed by the Regular Member, or (c) as to any meeting, by that Regular Member's personal attendance and voting at the meeting; or (d) written notice of the death or incapacity of the maker of the proxy is received by the Association before the vote under that proxy is counted.


Section 3.18 Adjournment. Any Regular Members' meeting may be adjourned from time to time by the vote of the majority of the Regular Members represented at the meeting, either in person or by proxy. When a Regular Members' 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 are announced at the meeting at which adjournment is taken. At the adjourned meeting, the Association may transact any business that might have been transacted at the original meeting.


Section 3.19 Action by Written Ballot. Any action that Regular Members may take at any meeting of the Regular Members may also be taken by written ballot. The Association may distribute a written ballot to each Regular Member entitled to vote on the matters. The ballot and any related material may be sent by first class mail, charges pre-paid, personal delivery, facsimile or electronic mail or any other means permitted by Corporations Code §20. All solicitations of votes by written ballot shall (a) state the number of responses needed to meet the quorum requirement; (b) state, with respect to ballots other than for election of directors, the percentage of approvals necessary to pass the measure or measures; and © specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (i) set forth the proposed action; (ii) give the Regular Members an opportunity to specify approval or disapproval of each proposal; and (iii) provide a reasonable time in which to return the ballot to the Association. In any election of directors, a written ballot that a Regular Member marks "withhold," or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director. Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) equals or exceeds the quorum required for any meeting of the Regular Members, and

  1. the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting of the Regular Members at which number of Regular Members present in person or by proxy equaled the total number of written ballots received by the Association (whether marked withheld or marked in a manner indicating the authority to vote the ballot). A written ballot may not be revoked.


    ARTICLE IV

    BOARD OF DIRECTORS


    Section 4.1 Powers of Board. Subject to the provisions and limitations of these Bylaws, the Law and any other applicable Laws, the activities and affairs of the Association shall be conducted and all powers shall be exercised by and under the direction of the Board of Directors. The Board of Directors may, subject to the limitations set forth in Section 4.17 below, delegate the management of the activities of the Association to any person or persons, or committee or committees.


    Section 4.2 Qualification; Number of Directors; Designated Directors. The Board of Directors shall consist of four elected Officers and a minimum of three (3) elected members of the Board of Directors. Elections shall occur at the annual meeting. Up to twenty-five percent (25%) of the Board of Directors may be Associate Members, who, during their term of office on the Board, shall be entitled to full voting rights and the right to hold the offices of President Elect and Secretary-Treasurer, unless and until changed by a resolution duly adopted by the Regular Members. The Board of Directors shall be comprised of the following persons:

    1. All directors shall be elected by the Regular Members from the Regular Members of the Association.


Section 4.3 Terms of Office, Election and Nomination.


  1. Terms of Office; The directors elected to the Board of Directors by the Regular Members shall each serve for a term of (1) years. Appointment; Election. The directors elected to the Board of Directors annually by the Regular Members shall be elected at the annual meeting of the Regular Members held in May or June of each year, and shall assume their positions as of the first day of the month following election to the Board of Directors.

  2. Nominations; Voting. On or before March 1 of each year, the Association shall notify the Regular Members that nominations are open for seats on the Board of Directors to be filled by vote of the Regular Members at the annual meeting of the Regular Members to be held in May or June of each year. Any Regular Member in good standing with the Association may nominate himself or herself or, with such person's consent, any other Regular Member of the Association. The deadline for nominating persons for election to the Board of Directors shall be April 1 of each year. In the event more than the permitted number of persons are nominated to the Board of Directors in any year, each candidate shall be notified and shall have the opportunity to withdraw his or her name from consideration prior to notice of the annual meeting being sent to the Regular Members. The notice of the annual meeting or any other meeting at which directors are to be elected shall include a list of all candidates nominated. The candidates receiving the highest number of affirmative votes shall be elected. Votes cast against any candidate and votes withheld shall have no effect.


    Section 4.4 Removal without Cause. Any director elected by the Regular Members may be removed from office without cause by vote of a majority of the Regular Members present at a duly called meeting of the Regular Members at which a quorum is present (with the affirmative votes constituting a majority of quorum).


    Section 4.5 Resignation. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors.

    Section 4.6 Removal for Cause. The Board of Directors may by resolution declare vacant the office of any director who (a) has been declared of unsound mind by a final order of court, or convicted of a felony, (b) whose license to practice to law has been suspended or revoked, or (c) who fails to meet all of the required qualifications to be a Regular Member of the Association or whose membership is otherwise terminated, or (d) who fails to attend three (3) duly noticed consecutive meetings.


    Section 4.7 Vacancies on Board of Directors. A vacancy on the Board of Directors shall occur in the event of the death, resignation or removal of any director. Vacancies on the Board of Directors created by the death, resignation or removal of any director appointed by the Board of Directors may be filled by approval of the Board of Directors, and, if the number of directors then in office is less than a quorum, such vacancies may be filled by the affirmative vote of a majority of directors then in office or by the sole remaining director. A director elected to fill a vacancy on the Board of Directors shall hold office until the expiration of the term of office of the director whose departure created the vacancy.


    Section 4.8 Place of Meetings. Meetings of the Board of Directors may be held at any place within the County of Santa Cruz in the State of California which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal office of the Association.


    Section 4.9 Regular Meetings. There shall be at least one (1) regular meeting of the Board of Directors in each calendar year. Regular meetings of the Board of Directors shall be held at such time and place in the County of Santa Cruz, State of California, as determined by the President.


    Section 4.10 Special Meetings; Notice. Special meetings of the Board of Directors for any purpose may be called at any time by the President, the President-Elect, and the Immediate Past President, the Treasurer, the Secretary or any two (2) directors. Notice of the time and place of special meetings shall be delivered personally or by telephone (including a voice messaging or other system designed to record and communicate messages) or sent by first-class mail, charges prepaid, or by facsimile, email or other electronic means addressed to each director at that director's address as it is shown on the records of the Association. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the date of the meeting. If the notice is delivered personally or by telephone or by facsimile, email or other electronic means, it shall be delivered at least forty-eight (48) hours before the date of the meeting. The oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice, or waiver of notice, need not specify the purpose of the meeting.


    Section 4.11 Quorum and Action of the Board. A majority of directors then in office shall constitute a quorum of the Board of Directors for the transaction of business. Unless a greater number is required by Law or these Bylaws, every action taken or decision made by a majority of directors present at a duly held meeting at which a quorum is present shall be an act of the Board of Directors. Except as otherwise provided in these Bylaws or under the Law, a meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

    Section 4.12 Participation in Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting through the use of conference telephone. Participation in a meeting pursuant to this Section 4.12 constitutes presence in person at such meeting.


    Section 4.13 Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.


    Section 4.14 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty- four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.


    Section 4.15 Action without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if a majority of the members of the Board of Directors then in office consent in writing to such action. Such action by written consent shall have the same force and effect as any other action taken by the Board of Directors at a duly called meeting at which a quorum is present.


    Section 4.16 Committees. The President or the Board of Directors may create one or more committees, including, but not limited to, the following:


    1. Membership

    2. Programs

    3. MCLE

    4. CAOC Liaison

    5. Community Relations

    6. Bench-Bar Committee

    7. Legislative Committee


Section 4.17 Compensation. The Association shall not pay any compensation to any director or officer for services rendered to the Association as a director or officer, except that directors and Officers may be reimbursed for expenses incurred in the performance of their duties to the Association.


ARTICLE V OFFICERS


Section 5.1 Officers. The Officers of the Association shall be a President, a President-Elect, an Immediate Past President, a Treasurer and a Secretary. The Association may also have, at the discretion of the Board of Directors, one or more one or more Assistant Secretaries, and such other Officers as the Board of Directors may determine. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as President of the Association.

Section 5.2 Election. Only Regular Members of the Association shall be eligible to serve as Officers of the Association. The Officers of the Association (except such Officers as may be elected or appointed in accordance with the provisions of Section 5.3 or Section 5.5 of this Article V), shall be chosen annually by and shall serve at the pleasure of the Board of Directors, and shall hold their respective offices until their resignation, removal, or other disqualification from service. The President, President-Elect, Immediate Past President, Treasurer and Secretary shall nominate a person to serve as the President- Elect for the upcoming calendar year on or before the regular meeting of the Board of Directors held in May or June of each year and in no event later than the regular meeting of the Board of Directors held in November of each year. The Board of Directors shall elect the President-Elect, Treasurer and Secretary to take office as of the first day of the month following such meeting.


Section 5.3 Subordinate Officers. The Board of Directors may appoint such other Officers as the business of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine.


Section 5.4 Removal and Resignation. Officers serve at the pleasure of the Board of Directors. Any officer may be removed with or without cause by the Board of Directors at any time or, in the case of an officer not chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment. Any officer may resign at any time by giving written notice to the Association without prejudice to the rights, if any, of the Association under any contract to which the officer is a party. 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 in that notice, the acceptance of the resignation shall not be necessary to make it effective.


Section 5.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.


Section 5.6 President. The President shall act as the chief executive officer of the Association and, subject to the control of the Board of Directors, shall be responsible for the general supervision, direction, and control of the business and Officers of the Association. The President shall preside at all meetings of the Board of Directors.


Section 5.7 President-Elect. In the absence or disability 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 be subject to all the restrictions upon, the President. The President-Elect shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.


Section 5.8 Immediate Past President. In the absence or disability of the President and the President- Elect, the Immediate Past President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Immediate Past President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.


Section 5.9 Secretary. The Secretary shall keep or cause to be kept, at the principal office of the Association or such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors. The minutes shall include the time and place of meetings, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the Association's Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by Law or by these Bylaws to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.


Section 5.10 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and business transactions of the Association. The Treasurer shall cause to be given to the directors such financial statements and reports as are required to be given by Law, these Bylaws or by the Board of Directors. The books of account shall be open at all reasonable times to inspection by any director. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and the Board of Directors, whenever requested, an account of all transactions of and the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.


ARTICLE VI

INDEMNIFICATION, INSURANCE AND DIRECTOR LIABILITY


Section 6.1 Definitions. For the purposes of this Article VI, "agent" means any person who is or was a director, officer, employee, or other agent of the Association, and "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Sections 6.4 of these Bylaws.


Section 6.2 Indemnification in Actions by Third Parties. The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Association to procure a judgment in its favor or an action brought against an agent relating to such agent engaging in a self-dealing transaction which was not approved by the Board of Directors or Regular Members after disclosure by the agent of all material facts regarding such transaction) by reason of the fact that such person is or was an agent of the Association, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Association and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.


Section 6.3 Indemnification in Actions by or in the Right of the Association. The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or in the right of Association by reason of the fact that such person is or was an agent of the Association (other than a proceeding arising out of a self-

dealing transaction which was not approved by the Board of Directors or Regular Members after full disclosure of all material facts regarding the transaction) against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances; provided that no indemnification shall be made under this Section 6.3 if otherwise prohibited by Law.


Section 6.4 Indemnification against Expenses. To the extent that an agent of the Association has been successful on the merits in defense of any proceeding referred to in Sections 6.2 or 6.3 of these Bylaws or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.


Section 6.5 Required Determinations. Except as provided in Section 6.4 of these Bylaws, any indemnification under this Article VI shall be made by the Association only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 6.2 or 6.3 of these Bylaws, by:


  1. A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

  2. The court in which such proceeding is or was pending upon application made by the Association or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Association.


Section 6.6 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Association prior to the final disposition of such proceeding upon receipt of a written promise to repay such amount from the agent unless it shall be determined ultimately that the agent is to be indemnified as authorized in this Article VI.


Section 6.7 Insurance. The Association shall have power to purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Association would have the power to indemnify the agent against such liability under the provisions of this Article VI.


If any part of this Article VI shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.


ARTICLE VII

MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS


Section 7.1 Maintenance of Records. The Association shall keep the following:


  1. Adequate and correct books and records of account;

  2. Written minutes of the proceedings of its Board of Directors; and,

  3. A record of each member's name, address and class of membership.

Minutes shall be kept in written form. Other books and records shall be kept in either written or in any other form capable of being converted into written form.


Section 7.2 Regular Members' Inspection of Membership List. Unless the Association provides a reasonable alternative as provided below, any Regular Member may do either or both of the following for a purpose reasonably related to the Regular Member's interest as a Regular:

  1. Inspect and copy the records containing the members' names, addresses, and voting rights during usual business hours on five (5) days' prior written demand on the Association, which must state the purpose for which the inspection rights are requested; or

  2. Obtain from the Association, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of the Regular Members. The demand shall state the purpose for which the list is requested. The Association shall make this list available to the Regular Member on or before the later of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.

If the Association reasonably believes that the information requested by a Regular Member will be used for a purpose other than one reasonably related to the Regular Member's interest as a Regular Member, it may deny the Regular Member access to the membership list.


Section 7.3 Regular Members' Inspection of Accounting Records, Bylaws and Minutes. On written demand on the Association, any Regular Member may inspect, copy, and make extracts of the accounting books and records, Bylaws and the minutes of the proceedings of the Regular Members, the Board of Directors at any reasonable time for a purpose reasonably related to the Regular Member's interest as a Regular Member.

For purposes of this Section 7.3 and Section 7.2 of these Bylaws, "a Bylaw reasonably related to a Regular Member's interest as a Regular Member" shall mean a purpose reasonably related to any matter as to which the Regular Member has the right to vote or any matter as to a Regular Member may bring any claim for breach of fiduciary duty.


Section 7.4 Director's Right of Inspection. Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.


ARTICLE VIII AMENDMENTS


These Bylaws may be adopted, amended or repeated by the vote of seventy-five percent (75%) of a quorum of the Board of Directors or of the Regular Members.


CERTIFICATE OF SECRETARY

The undersigned hereby certifies as follows:


  1. I am the duly elected, qualified and acting Secretary of SANTA CRUZ COUNTY TRIAL LAWYERS'ASSOCIATION, a California unincorporated association (the "Association"); and,


  2. The foregoing Restated Bylaws consisting of thirteen (13) pages were adopted as the Bylaws of the Association by the Regular Members of the Association by written ballot pursuant to which a majority of the Regular Members voted in favor of such adoption effective as of .


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    Secretary



    INDEX

    1. ARTICLE I: NAME AND PRINCIPAL OFFICES Section 1.1 Name

      Section 1.2 Principal Office


    2. ARTICLE II: PURPOSES


      Section 2.1 General and Specific Purposes Section 2.2 Limitations on Purposes

      Section 2.3 Tax Exempt Status; Liquidation and Dissolution Section 2.4 Governing Law

    3. ARTICLE III: MEMBERSHIP Section 3.1 Members

      Section 3.2 Membership Rights Section 3.3 Membership Dues and Fees Section 3.4 Members in Good Standing

      Section 3.5 Termination of Membership

      Section 3.6 Termination or Suspension of Membership Section 3.7 Memberships Not Transferable

      Section 3.8 Annual Meeting Section 3.9 Special Meetings

      Section 3.10 Procedure for Calling Special Meeting Section 3.11 Purpose of Special Meeting

      Section 3.12 Written Notice Required Section 3.13 Notice Requirements Section 3.14 Quorum

      Section 3.15 Voting

      Section 3.16 Waiver of Notice or Consent Section 3.17 Proxies

      Section 3.18 Adjournment

      Section 3.19 Action by Written Ballot

    4. ARTICLE IV: BOARD OF DIRECTORS Section 4.1 Powers of Board

      Section 4.2 Qualification; Number of Directors; Designated Directors Section 4.3 Terms of Office, Election and Nomination

      Section 4.4 Removal without Cause Section 4.5 Resignation

      Section 4.6 Removal for Cause

      Section 4.7 Vacancies on Board of Directors Section 4.8 Place of Meetings

      Section 4.9 Regular Meetings

      Section 4.10 Special Meetings; Notice Section 4.11 Quorum and Action of the Board

      Section 4.12 Participation in Meetings by Conference Telephone Section 4.13 Waiver of Notice

      Section 4.14 Adjournment

      Section 4.15 Action without Meeting Section 4.16 Committees

      Section 4.17 Compensation


    5. ARTICLE V: OFFICERS


      Section 5.1 Officers

      Section 5.2 Election

      Section 5.3 Subordinate Officers Section 5.4 Removal and Resignation Section 5.5 Vacancies

      Section 5.6 President

      Section 5.7 President-Elect

      Section 5.8 Immediate Past President Section 5.9 Secretary

      Section 5.10 Treasurer

    6. ARTICLE VI: INDEMNIFICATION, INSURANCE AND DIRECTOR LIABILITY Section 6.1 Definitions

      Section 6.2 Indemnification in Actions by Third Parties

      Section 6.3 Indemnification in Actions by or in the Right of the Association Section 6.4 Indemnification against Expenses

      Section 6.5 Required Determinations Section 6.6 Advance of Expenses Section 6.7 Insurance

    7. ARTICLE VII: MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS Section 7.1 Maintenance of Records

      Section 7.2 Regular Members' Inspection of Membership List

      Section 7.3 Regular Members' Inspection of Accounting Records, Bylaws and Minutes Section 7.4 Director's Right of Inspection


    8. ARTICLE VIII: AMENDMENTS


    9. CERTIFICATE OF SECRETARY


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