ARTICLE 1 Name; Purpose

Section A. Name

The name of this Association shall be the “San Mateo County Bar Association.”

Section B. Purpose

The purposes of this Association shall be to advance jurisprudence; to improve the education and proficiency of its members; to foster the relationship and understanding between legal profession and the public; to encourage cordial relations among its members; and to maintain the honor and dignity of the Bar.

ARTICLE 2 Membership

Members of this Association, their respective classifications, qualifications, privileges, fees and dues shall be as follows:

Section A. Active and Associate Members

Any active member of the State Bar of California is eligible to be an Active Member of this Association. Other attorneys at law who are not active members of the State Bar can be admitted upon application as Associate Members of this Association.  Each active member of the State Bar who becomes an Active Member of this Association shall have the right to exercise one vote, be eligible for election as an officer or director of the Association, and have the right to serve on committees of the Association. Associate Members may serve on committees but may not hold the position of Committee or Section chairperson, vote nor serve as officer or directors of the Association.  Neither Active nor Associate Members may use the information available to them through their membership for any kind of solicitation.

Section B. Honorary Members

Any person who has rendered distinguished service to the legal profession or to the State of California or to the United States may be elected as an honorary member of this Association by the majority vote of all directors. Active or retired Judges and Justices of the Courts of the United States, the Justices of the Supreme Court of California, the California District Court of Appeal, the Judges of the Superior Court of the State of California and the Deans of accredited law schools, shall, upon application, be registered as honorary members of this Association.

Section C. Retired Members

Active Members in good standing of this Association who retire from the practice of law shall, upon application to the Secretary, be registered as retired members of this Association.

Section D. Non-Attorney Members

Two types of non-attorney members are eligible to be members of this Association: (1) persons enrolled as law students in good standing who are attending ABA accredited law schools or California Law Schools or who are graduates of such a school who have not yet been admitted to practice in any State or Federal District but who have applied for or have taken the California Bar examination; and, (2) persons whose business relates to attorneys and the practice of law, including but not limited to paralegals, court reporters, accountants and those employed in legal services industries.

Non-attorney members shall have the rights and privileges of Active Members except that they may not hold the position of Committee or Section Chairperson, vote, nor serve as officers or directors of the Association. Further they may not have key card access to Court facilities nor may they use the member directory for any form of solicitation.

Section E. Admission to Membership

Any person desiring to become a member of this Association shall file with the Executive Director of this Association a written application for membership in such form as may be prescribed by the Board of Directors. The Executive Director shall determine if the applicant qualifies for the membership status sought. Upon acceptance of the application, and upon payment of the annual dues, if applicable, the person shall be admitted to membership and shall be issued a Membership card in such form as may be prescribed by the Board of Directors.

In addition, sponsorship may be required for non-attorney members on terms and conditions that the Board of Directors may set forth and as may be required in the membership application.

Section F. Dues

1. All dues shall be payable in advance for the ensuing fiscal year (July 1 to June 30) and shall be due and payable by July 1 of each year.

2. The annual dues for active, associate, non-attorney and retired members shall be in such amounts as may be prescribed by the vote of the Board of Directors. The Board of Directors may also make a determination regarding the proration of annual dues.

3. Honorary members shall be exempt from the payment of dues but shall be responsible for all other financial obligations to the Association, which such member may incur.

4. Modification or remission of dues may be made from time to time by the affirmative vote of two-thirds (2/3) of all members of the Board of Directors.

Section G. Privileges of Honorary and Retired Members

Honorary and retired members shall not have the right to vote, hold office in or be a director of the Association, or serve as a Committee Chair and/or Section Chair. Honorary and retired members may be eligible for other privileges as determined by the Board of Directors.

Section H. Resignation

Any member may resign by giving written notice to the Executive Director. The resignation shall be effective upon receipt and shall constitute a relinquishment of all the resigning member’s rights and privileges, but shall not affect the resigning member’s financial obligations to the Association, if any, which have accrued to the effective date of such resignation.

ARTICLE 3 Suspension; Expulsion; and Reinstatement

Section A. Suspension for Non-payment of Dues or Other Financial Obligations to the Association; Reinstatement

1. Failure to pay dues by September 1 of each year shall result in automatic suspension of any member from the Association. Members suspended for failure to pay dues by the date established by the Association may be reinstated upon payment of dues owed along with a reinstatement fee in an amount determined by the Board of Directors.

2. Failure of a member to meet any other financial obligation to the Association – including sums due the Association as a result of participation in the Association’s Lawyer Referral Service – for a period of sixty days from the date the obligation was incurred shall result in automatic suspension of membership in the Association unless and until the Board of Directors determines otherwise.

3. Any delinquency in dues or any other obligation to the Association, continuing for one hundred twenty days or more, unless otherwise determined by the Board of Directors, shall cause the delinquent member to be expelled from membership in the Association, terminating all rights and privileges.

4. A member who has been suspended or expelled from membership pursuant to the provisions of this subsection may apply for reinstatement to the Board of Directors, providing information to the Board of Directors through the Executive Director why he/she should be reinstated.  The Board of Directors may reinstate such a member by majority vote.

Section B. Suspension for Failure to Respond to the Client Relations Committee

1. All members of this Association, of whatever classification, shall promptly reply in writing to correspondence from the Client Relations Committee relating to inquiries from members of the public concerning professional activities of members of the Association including, but not limited to, the matter of fees.

2. A member’s failure to cooperate with the Mandatory Fee Arbitration process; failure to properly and timely comply with the lawful requests of a Fee Arbitrator; or the failure to reply in writing within thirty days following a request of the Clients Relations Committee, shall be deemed sufficient reason for suspension of membership in the Association.

3. The Client Relations Committee shall duly report such failure to the Board of Directors for such action the Board may deem appropriate, including suspension or expulsion as a member in good standing from the Association for such period as the Board determines. The member shall be given notice and an opportunity to be heard.

4. A member who has been suspended or expelled from membership pursuant to the provisions of this subsection may apply for reinstatement to the Board of Directors, providing information to the Board of Directors through the Executive Director why he/she should be reinstated. The Board of Directors may reinstate such a member by majority vote.

• That attorney makes a written request to the Board of Directors affirmatively seeking membership renewal, which sets forth the basis for granting such membership renewal, and
• Such membership renewal is approved by a majority of the entire membership of the Board of Directors.

2. A penalty ruling of the State Bar Court or of any court suspending any member from the practice of law shall automatically terminate membership in the Association.  The right to request membership renewal will arise after completion of the term of the suspension actually imposed as a condition of probation. A member who has been disciplined, suspended or expelled pursuant to the provisions of this subsection may apply for reinstatement to the Board of Directors, providing information to the Board of Directors through the Executive Director why he/she should be reinstated.  The Board of Directors may reinstate such a member by a majority vote.

3. Upon a determination by a majority of the entire membership of the Board of Directors that an Associate or non-attorney Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Association, such member may be expelled from the Association. The Board of Directors may but is not required to afford such a member a hearing, either orally or in writing in its discretion. Any Associate or non-attorney Member expelled from the Association shall not receive a refund of dues already paid.

ARTICLE 4 Voting and Property Rights

Section A. Voting

Active Members in good standing shall have the right to vote on all matters presented to the membership of the Association. Honorary, associate, retired and law student members shall have no voting rights.

Section B. Property Rights

No member shall have any property rights to any assets of this non-profit corporation herein referred to as the Association. Upon termination or dissolution of the Association, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying tax exempt organizations which shall have charitable purposes consistent with the Association’s Mission Statement. The Board of Directors shall, by a majority vote of its Directors, recommend three (3) or more such organizations to the membership for the Association’s assets to be distributed to upon termination or dissolution. The membership shall then vote on which of the recommended organizations (more than one may be selected) shall receive the Association’s remaining assets.

ARTICLE 5 Board of Directors; Management

Section A. Board of Directors

The control and management of the affairs of the Association are vested in the Board of Directors, consisting of fourteen members as regular directors, including the President, Vice President, Secretary, Treasurer, immediate past President and nine additional members elected from the Active Members of the Association. Each regular member of the Board of Directors shall be entitled to one vote. The President of the Barristers shall, upon the completion of their
term, become an ex-officio voting member of the Board of Directors as Immediate Past President
of the Barristers.

Section B. Term of Office – Directors

1. The term of office of those regular directors elected from among the Active Members shall be limited to two full consecutive three-year terms. This limitation shall not apply to officers/directors who may serve terms as officers past their terms as members of the Board or to anyone serving as the ex-officio member. The immediate past president shall serve for one year. Three directors shall be elected each year. The term of each director shall commence on the first day of January of each year.  The term of office of the Immediate Past President of the Barristers shall be directly following their term as Past President of the Barristers.

2. Failure of an officer or director to attend regularly scheduled Board of Directors meetings more than twice in one year without a justifiable reason shall be grounds for removal from the Board by a majority vote of the Board of Directors.

3. Any officer or director may be removed from his or her position with the Association for conduct which is contrary to the best interests of the San Mateo County Bar Association or which violates the express purposes of the Association as set forth in these Bylaws, or for other good cause as determined by the Board of Directors of this Association. Removal of an officer or director may only be done by a two-thirds vote of all members of the Board.

4. No Director shall receive any compensation for their service in their capacity as Director of the Association.

Section C. Powers and Duties

1. The Board of Directors is empowered to take all actions not inconsistent with these Bylaws, that it deems necessary to direct the management and operation of the Association and to safeguard the Association’s funds and other assets.

2. The Board of Directors must authorize all expenditures of funds by the Association through its approval of the annual budget.

Section D. Meetings

1.  The Board of Directors shall meet regularly at least eight times in each calendar year and shall keep a record of its proceedings. It shall meet at such times and places as may be ordered by the President. Meetings may be held in person or by electronic means, including teleconference, videoconference, or virtually so long as all those in attendance are able to hear and engage in the business before the Board.

2.  Notice shall be provided to each director at least five days in advance of the meeting.

3. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the Board of Directors at such time and place as the call may designate. No business shall be transacted at any special meeting except the business specified in the call. Notice of any special meeting shall be provided at least two days before the date of such meeting and such notice shall specify the business to be transacted. The President may authorize a special meeting of the Board of Directors to be conducted by conference call, email or other electronic means, provided no individual member of the Board objects after notice and all members are able to hear and be heard.

4. All notices required under this article shall be delivered electronically to those members who provide their email address to the association. Otherwise such notices shall be communicated by telephone, fax or in person.

Section E. Quorum

Eight regular members of the Board of Directors shall constitute a quorum. A smaller number may adjourn any meeting to a subsequent time.

Section F. Executive Committee

1. The Executive Committee will be composed of the President, Vice-President, Secretary, Treasurer, the Executive Director, and the Chief Defender of the Private Defender Program. The Executive Director and Chief Defender of the Association shall be non-voting members of the Executive Committee.

2. The Executive Committee shall exercise such powers and authority in the management of the business of the Association as they deem appropriate, subject to the ratification by a majority vote of the Board of Directors, except that said Committee shall not have the power to adopt, amend or repeal these Bylaws.

ARTICLE 6 Officers

Section A. Elected Officers

The Association will have a President, Vice President, Treasurer and Secretary. Any Active Member of this Association, who also resides or maintains a law office in the County of San Mateo, is eligible to be an officer of this Association, with the exceptions outlined in Article 2 above. The Executive Committee shall have the authority to transact business on behalf of the Board of Directors in emergency circumstances between board meetings. Such business shall be recorded and reported to the Board of Directors at the next regularly scheduled or special meeting called for such purpose.

Section B. Term of Office

The term of office of the Officers shall be for a period of one year commencing on the first day of January each year and continuing until their successors take office.

Section C. President

1. It shall be the duty of the President to preside at all meetings of the Association, and with the advice of the Board of Directors, to appoint the standing committees provided for in these Bylaws, and such special committees as the President may deem appropriate, or which may be provided for by action of the Board of Directors.

2. The President shall be a member of all standing committees with the power to vote.

3. The President shall have the power to call special meetings of the Association, or the Board of Directors, or any committee.

4. The President may make appointments to committees and to designate alternate delegates to the annual conference of State Bar Delegates and shall have such other powers and perform such other duties including the creation of ad hoc task forces for specific purposes, not inconsistent with the Bylaws of the Association, as are usually possessed or exercised by presiding officers.

5. The President shall be the chair of the Board of Directors.

6. The President or presiding officer shall have the power to appoint a Parliamentarian, to advise the presiding officer at business meetings of the Association on all questions of parliamentary procedure and order, and to advise as to the interpretation of the Bylaws of the Association and the policies adopted by it.

7. The President is expected to comply with the specific job duties outlined in the SMCBA Officers’ Job Duties and Expectations document, as may be amended from time to time, and is incorporated herewith.

Section D. Vice President

1. It shall be the duty of the Vice President to perform the duties of the President of the Association during their absence or inability to act.

2. The Vice President shall succeed the President in case of death or resignation of the President, shall be the President-elect and shall serve as President during the year following their term as Vice President.

3. The Vice President is expected to comply with the specific job duties outlined in the SMCBA Officers’ Job Duties and Expectations document, as may be amended from time to time, and is incorporated herewith.

Section E. Treasurer

1. The Treasurer shall have charge of the funds of the Association and, at the option of the Board of Directors, shall give bond at the expense of the Association with an approved surety for the performance of their duties in such amount as may be fixed by the Board of Directors.

2. The Treasurer shall perform any other duties as may be assigned by the Association, the Board of Directors, or the President, including the disbursement of all funds of the Association, and the keeping of the accounting records of the Association, which shall be open to the inspection of any member of the Board of Directors.

3. The Treasurer shall be the Vice President-elect and shall serve as Vice President during the year following their term as Treasurer.

4. The Treasurer is expected to comply with the specific job duties outlined in the SMCBA Officers’ Job Duties and Expectations document, as may be amended from time to time, and is incorporated herewith.

Section F. Secretary

1. The Secretary shall keep the minutes and records of the Association and Board of Directors and shall perform any other duties as may be assigned by the Association, the Board of Directors, or the President.

2. The Secretary shall serve as the Assistant Treasurer. The Secretary shall be the Treasurer-elect, and shall serve as Treasurer during the year following their term as Secretary.

3. The Secretary is expected to comply with the specific job duties outlined in the SMCBA Officers’ Job Duties and Expectations document, as may be amended from time to time, and is incorporated herewith.

ARTICLE 7 Bar Association Executive Director and Chief Defender of the Private Defender Program

The Bar Association Executive Director shall be hired by and serve at the pleasure of the Board of Directors and shall assist the Officers and the Board as directed. The Executive Director shall be responsible for managing the Association and all programs, operations, and staff of the Association, with the exception of the Private Defender Program, and shall report directly to the Board.

The Chief Defender of the Private Defender Program shall be hired by and serve at the pleasure of the Board of Directors and shall assist the Officers and the Board as directed related to the Private Defender Program. The Chief Defender of the Private Defender Program shall be responsible for running the Private Defender Program and overseeing its staff, and shall report directly to the Board of Directors.

With ratification by the Board of Directors, the Executive Committee shall have primary
responsibility for the hiring, supervision, evaluation and termination of the Executive Director,
the Chief Defender of the Private Defender Program, and the Chief Financial Officer (if
applicable), including the establishment of executive compensation and benefits.

ARTICLE 8 County Law Library Trustee

The President of the Association, with the approval of the Board of Directors, may appoint a nominee-representative of the Association to serve on the Board of Trustees of the San Mateo County Law Library for a minimum term of two years or until the installation of a successor and shall report to the Board of Directors upon request. The name of the nominee-representative for the San Mateo County Law Library Board of Trustees shall be submitted annually by the Board of Directors to the San Mateo County Board of Supervisors as and when appropriate.

ARTICLE 9 Elections

Section A. Time

Except as otherwise provided in these Bylaws, the Association shall hold a regular, annual election to select a Secretary and non-officer directors.

Section B. Nominating Committee Formation and Voting Procedures 

1. Not later than the July meeting of the Board of Directors of each year, the President shall appoint a Nominating Committee consisting of no fewer than seven Active Members of the Association in good standing, and which shall include at least one member of the Barristers, and the immediate past President of the Board. One member of the Nominating Committee shall be the Vice President of the Association, who shall act as Chair of the Nominating Committee. The rest of the committee members shall not be current Directors. The members of the Nominating Committee shall be composed of persons who have contributed to or have participated actively in the Association’s work and who reflect, insofar as possible, the diversity of the Association’s membership, including, but not limited to, lawyers of different ages, races, genders, disabilities, ethnic backgrounds, size of firm and type of practice.

2. The Nominating Committee shall consider proposed nominees for the positions of Secretary and non-officer directors. Notice of the appointment of the Nominating Committee, and the fact that nominations are being considered by the Nominating Committee for submission to the Board, shall be provided to all members of the Bar on or about the month of June.

3. The Committee shall meet on or about the month of August and vote on a slate of nominees (recommending one candidate for each open position) to present to the Board of Directors. The Committee shall submit the slate of nominees to the Board of Directors on or about the August meeting of the Board of Directors.

4. The Board of Directors, upon receipt of the slate of proposed Officers and Directors from the Nominating Committee, may do one of the following:

• Approve the slate by voting on each proposed position one at a time and obtaining a majority vote of those Directors present at the meeting for each candidate proposed for the slate;
• Amend the slate by revising one or more of the proposed Officers and Directors and obtaining a majority vote of those Directors present at the meeting for each candidate proposed for the slate;
• Reject the slate in full and return it to the Nominating Committee for revision/reconsideration.

5. The Board shall notify each Active Member of the Association of the slate of nominees voted on and approved by the Board.

6. Upon receipt of the slate approved by the Board, the Active Members in good standing may nominate additional candidates for Secretary and non-officer directors (referred to as running “from the floor”), provided that each additional nomination shall be in writing, shall specify the position for which the additional nomination is made, shall
be signed by nine (9) members other than the candidate, all of whom are Active Members in good standing at the time of nomination, and shall be filed in the office of the Association not later than noon on the third Tuesday of October. Such written nomination must be accompanied by a “Consent to Candidacy” statement signed by the nominee.

Section C. Voting Procedures When Candidates are Running from the Floor 

1. When only one person has been nominated by the Nominating Committee for a single position, and has been approved by the Board, and no other candidate has run from the floor, that person shall be deemed elected.

2. In any case in which there is more than one person nominated for a single position because someone is also running from the floor, voting shall be in accord with the following provisions:

• The Secretary shall provide to each Active Member in good standing, no later than the 4^th Friday in October, an electronic ballot, which shall set forth the names of the nominees for each position, the position for which each has been nominated, and instructions for voting.
• No sooner than the 3^rd Tuesday in November, the President and Secretary, or their designees, shall tally the ballots.
• No later than the day following the tallying of the ballots, the Board of Directors shall, by special meeting, which may be conducted telephonically or electronically, at the direction of the President, certify the election results, and declare the nominees who prevail to be deemed elected.
  • (i) Secretary
  • In cases of two or more nominees for the office of Secretary, the nominee receiving a majority of the ballots cast shall be deemed elected.
  • In cases of two or more nominees for the office of Secretary, if none receives a majority of the qualified ballots cast, or in the event of a tie vote, the winner shall be selected by lot, drawn at a special meeting of the Board of Directors.
  • (ii) Non-Officer Directors
  • Where the number of nominees for non-officer directors exceeds the number of positions to be filled, those nominees receiving the highest pluralities of the ballot cast shall be deemed elected to the positions according to the margin of the plurality, from the highest in descending order, until all such positions shall have been filled.
  • If two or more nominees receive a tie vote for the last open position to be filled, the winner shall be selected by lot, drawn at a special meeting of the Board of Directors.
• The President shall cause a list of the elected officers and board members to be provided to each Active Member in good standing.

3. In conducting the election the following rules and procedures are applicable:

• Should any of the dates set forth in Section A, B, or C, of Article 9 fall on a holiday, said date shall be deemed that of the next judicial day.
• The candidates for each position shall be listed in alphabetical order on the ballot, without designation of the source of their nomination, with space provided so that the choice of candidate may be designated by the member.
• The Secretary shall, at the time of transmitting said ballot, cause to be transmitted to each Active Member in good standing, a notice advising the member of the balloting procedure and of the time within which the ballot must be returned.

1. • The ballots shall be released in such manner that no member’s vote can be identified.

• The electronic count shall be subject to examination by any member in good standing for a period of 10 days after it has been published.  Any challenge to the results shall be brought to the President and Secretary within five business days.  The Board of Directors will certify the results within 5 days.
• In the event there is more than one candidate for Secretary, or there are more candidates than positions to be filled among non-officer directors, each said candidate may submit a candidate’s statement which shall not exceed 500 words which statement must be submitted electronically to the Association no later than noon on the third Friday in October. Said statements so submitted shall be provided to the Active Members in good standing along with the ballots.
• Should any party, required to act under this Article, fail to act within the time limits designated, the Board of Directors shall be empowered to adjust said time limits in a manner consistent with the general purposes of this Article.

ARTICLE 10 Vacancies

Vacancies in any Office, or in the position of Director, or Law Library Trustee nominee-representative, shall be filled by a majority vote of the Board of Directors then in attendance. An appointee shall hold the appointed position until the end of the term and the installation of his/her successor.

ARTICLE 11 Meetings of Members

Section A. Annual Meeting

There shall be an annual meeting of the members of the Association at such place in San Mateo County and at such time as shall be fixed by the President.  The Association shall give seven days’ notice of all meetings described in this article in the manner described in Article 5.

Section B. Regular Meetings

There may be regular meetings of the members of the Association at such places in San Mateo County and at such times as shall be fixed by the President.

Section C. Special Meetings

The Association shall hold special meetings of members upon the call of the President or the Board of Directors and at such place in San Mateo County and at such time as shall be fixed in the call. The President shall promptly call a special meeting upon written request therefore signed by no less than forty Active Members. No business shall be transacted at any such special meeting except that specified in the call and notice thereof to the Active Members.

Section D. Presiding Officer

At all meetings of the Association, the President, or in their absence, the Vice President, Treasurer or Secretary, in that order, shall preside.

Section E. Quorum

1. Thirty Active Members shall constitute a quorum for the conduct of business at a regular meeting of the Association.

2. Forty Active Members shall constitute a quorum for the conduct of business at a special meeting of the Association.

Section F. Adjournment

Any meeting of the Association may be adjourned to a future date by a vote of a majority present irrespective of the presence of a quorum.

Section G. Rules of Order

Except as otherwise provided by the Bylaws, the meetings of the Association shall be conducted in accordance with the latest version of Robert’s “Rules of Order“.

At all meetings of the Association the order of business shall be as prescribed by the Presiding Officer.

ARTICLE 12 Political Activity, Public Comment, and Provisions for Membership Ballot on Special Questions

Section A. Partisan Politics Prohibited

This Association shall not take part in any partisan political activity nor recommend any person for any political office, other than a judicial office. No member of the Association shall authorize the use of their status as an officer or director of the Association to be used in connection with any political activity.

Section B. No Endorsement of Judges without a Plebiscite

With the exception of the activities of the Association’s standing Judicial Evaluation Committee and its communications to the Office of the Governor of the State of California regarding judicial appointments, when acting on behalf of the Association as provided herein, the Board of Directors shall not take any position with respect to, or make any public announcement concerning the election, or removal of a judge without first submitting to the Active Members, by ballot, the question of whether the Association should support, oppose, or take no position with respect to such election or removal.

Section C. Plebiscite Procedure for Judicial Elections

1. The Association shall conduct a plebiscite to obtain the opinions of the active members concerning any individual who is a candidate in a contested judicial election in the County of San Mateo.

2. Candidates for an election shall be those persons who have duly qualified as such with the County Clerk or other election official.

3. As early as practicable, the Association shall prepare a ballot listing the candidates, and in the event an incumbent is running for a position in question, said incumbent shall be listed first and designated “incumbent;” all other candidates shall be listed in alphabetical order. In the event there is no incumbent, all candidates shall be listed in alphabetical order. Each Active Member of the Association shall be furnished a ballot, instructions on the correct and timely procedure of completing and casting the ballot, and, if provided by any particular candidate, a candidate’s statement regarding said candidate. The balloting procedure shall be as follows:

• Should any of the dates set forth fall on a holiday, said date shall be deemed that of the next business day.
• The candidates for each position shall be listed in alphabetical order on the ballot, without designation of the source of their nomination, with space provided so that the choice of candidate may be designated by the member.
• The Secretary shall, at the time of transmitting said ballot, cause to be transmitted to each Active Member in good standing, a notice advising the member of the balloting procedure and of the time within which the ballot must
  be returned.
  • The ballots shall be released in such manner that no member’s vote can be identified.
• The electronic count shall be subject to examination by any member in good standing for a period of 10 days after it has been published. Any challenge to the results shall be brought to the President and Secretary within five business days. The Board of Directors will certify the results within 5 days.
• In the event there is more than one candidate, each said candidate may submit a candidate’s statement which shall not exceed 500 words which statement must be submitted electronically to the Association no later than noon on the third Friday in October. Said statements so submitted shall be provided to the Active Members in good standing along with the ballots.
• Should any party, required to act under this Article, fail to act within the time limits designated, the Board of Directors shall be empowered to adjust said time limits in a manner consistent with the general purposes of this Article.

4. Upon the day following the latest date upon which said ballot can be received at the office of the Association, the ballots shall be counted by the President and Secretary of the Association, or their designees.

5. The results of the vote shall be duly certified at the next regular or special meeting of the Board of Directors, and released to the members and to the press without comment as to any endorsement. The information released shall include the number of ballots distributed, the number of ballots cast, and the numerical tally.

Section D. Public Comment and/or Positional Statements

The Board of Directors may, by a majority vote of all Directors, disseminate a positional statement or public comment on behalf of the Association, as long as it aligns with the Association’s official Policy on Public Comments, which may be amended from time to time by a majority vote of the Board of Directors.

Section E. Procedure

Any such issue shall first be presented to the Board of Directors by a member of the Association in good standing. The Board, by a majority vote, shall then determine the following:

1. Whether said issue falls within the limits established under Section D, above; and

2. If said issue is of sufficient significance to be presented to the membership.

3. If the Board finds in the affirmative on both subsections 1 and 2 above, the matter shall be submitted to the general membership by plebiscite for vote in accordance with the provisions of Paragraph F of Article 12 herein-below.

Section F. Manner of Voting

Where it is provided under these Bylaws that the membership is entitled to vote on a special question, the vote shall be conducted in the following manner.

1. The Board of Directors shall make reasonable provision to prescribe, fix, and determine the form of the question, matter or proposition to be referred to the Association, and the time within which said vote shall be cast.

2. The proponents and opponents of the particular question, matter or proposition, may prepare statements in support of their respective positions to accompany the ballot. In the event more than one argument is submitted by advocates of a particular side of a question, an attempt will be made, under the direction of the President, time permitting, to seek a consensus statement from the various proposers of arguments. If a consensus cannot be reached the President may prepare a statement which, in the President’s judgment, most fairly and clearly states the position of the side for which the argument is advanced. The statements in question shall not exceed that which can be typed single spaced, on one side of an 8-1/2″ by 11″ sheet of paper, per each question, matter or proposition on a single ballot. By majority vote of the Board, longer statements may be permitted.

3. Each Active Member of the Association shall be furnished a ballot, instructions on the correct and timely procedure of completing and casting the ballot, and statements for or against the question, matter or proposition, if such statements have been furnished. The balloting procedure shall be in accordance with that set forth in Article 9, Section C, Subsection 3 (b) (c) and (d) of these Bylaws.

4. Upon the day following the latest day upon which said ballot may be received at the Association Offices, the ballots shall be counted by the President and the Secretary, or their designees.

5. The results of the vote shall be duly certified at the next regular or special meeting of the Board of Directors, and released to the members and the public.

6. The question, matter or proposition which was the subject of the vote shall be determined by a majority vote of the members who properly cast their ballots. The public announcement of the result of the vote shall include information as to the number of ballots cast, and the numerical tally.

7. If the Board of Directors, by a vote of not less than two-thirds (2/3) of all members, determines that an issue falls within the limits established under subparagraphs 1 or 2 of subsection D, above, but, further determines that the delay occasioned by submission of the question to the Active Members would impair the effectiveness of any action to be taken by the Association, the Board of Directors may take and publicly announce a position on such matter; provided, further, that the public announcement shall clearly state that the position taken is that of the Board of Directors of the Association and shall state the number of Directors voting in support of, in opposition to, and taking no position with respect to, the question submitted.

ARTICLE 13 Committees, Sections and Affiliated Organizations

Section A. General Rules of Standing Committees

1. The Association shall have standing committees established by resolution of the Board of Directors. These enumerated committees shall be: the Executive Committee, the Budget & Finance Committee, the Private Defender Program Oversight Committee, the Nominating Committee, and the Audit Committee (only if required by operation of law).

2. Additional standing committees may, at the discretion of the Board of Directors, be created and/or dissolved without amendment to these Bylaws, except for the standing committees enumerated in subsection (1). Dissolution of those Committees would require amendment to these Bylaws.

3. Subject to the approval of the Board of Directors, the President-Elect shall by the end of December preceding the year of their term designate the chair of each committee, and appoint the members of the committee, at least one member of which shall be a member of the Board of Directors.

4. These committees shall be charged with such powers and duties as may be provided in the enabling resolution of the Board of Directors or these Bylaws. Such committees shall continue in
existence, unless modified, consolidated, or dissolved by the Board of Directors.

5. The chair shall continue in service until a successor is appointed.

6. Each standing committee shall submit a status report to the Board of Directors as they meet.,
at the specific request of the Board, annual reports no later than November 1 of each year which
shall include an evaluation of the committee’s accomplishments during the year, and the plans
and priorities for the coming year

7. Subject to the approval of the Board of Directors, the President-Elect shall by the end of
December preceding the year of his/her term designate the chair of each committee, appoint the
members of the committee, one member of which may be a member of the Board of Directors.

8. These committees shall be charged with such powers and duties as may be provided in the
enabling resolution of the Board of Directors or these Bylaws. Such committees shall continue in
existence, unless modified, consolidated, or dissolved by the Board of Directors.

9. The chair shall continue in service until a successor is appointed.
Each standing committee shall submit, at the specific request of the Board, annual reports no
later than November 1 of each year, which shall include an evaluation of the committee’s
accomplishments during the year, and the plans and priorities for the coming year.

10. There shall be a member of the Board of Directors who acts as a liaison with each
committee. That member is entitled to but is not required to be a regular member of such
committee

Section B. Standing Committees (in alphabetical order) 

Section C. Special Committees
Special committees shall be created by the President of the Association or by resolution of the Board of Directors, which resolution shall define the powers and duties of such committees. The purpose of such committees shall be to investigate and study matters pertaining to specific purposes, business and objects of the Association of an immediate or non-reoccurring character. The life of any special committee shall cease by action of the Board of Directors, or when its work is completed, whichever comes first. The respective purposes of each Special Committee shall be set forth in the Committee Information sheet, as amended from time to time, and incorporated herewith.

Section D. Sections
1. The Association shall have sections to be known by the names adopted by the Section Members and to have the functions as set by the members and approved by the Board of Directors.
2. Sections may be altered, dissolved, or added by the Board of Directors whenever deemed necessary or advisable.
3. The sections shall relate to particular fields of procedural or substantive law, and be open to all members of the Association who elect to join said section.
4. Subject to the approval of the Board of Directors, the executive committee of a section, or the Chairperson if no such executive committee exists, may establish annual section membership dues and other fees, in addition to any administrative fees set by the Board of Directors. Such dues and fees shall be fixed at amounts adequate to pay for the
expenses incurred by the section in serving its membership.

Section E. Affiliated Organizations

1. The Association may recognize affiliated organizations as herein set forth. The Association may recognize additional affiliated organizations by resolution of the Board of Directors whenever deemed necessary or advisable.

2. Each affiliated organization shall select officers pursuant to its Bylaws.

3. Each affiliated organization may establish annual dues and may establish registration fees for particular programs sponsored by the affiliated organization. Such dues and fees shall be deposited in the general fund of the Association, and disbursed in the regular course of business by those authorized to disburse Association funds upon proper request as defined by the Bylaws of the affiliated organization which shall have collected the funds.

4. Each affiliated organization shall comply with the provisions of Article 12, Section A of these Bylaws.

ARTICLE 14 Amendments

Section A. Proposals for Amendments
1. Proposals for amendments to the Bylaws may be submitted to the Board of Directors by any member of the Board of Directors or by a petition signed by ten of the Active Members of the Association in good standing.
2. The Board of Directors shall determine whether the proposed amendment shall be voted upon at the next regular meeting of the Association or by vote via electronic or postal mail of the Active Members of the Association in good standing prior to such next regular meeting, pursuant to the provisions of B (2) of this Article 15.
3. The Board shall submit to the members the text of such proposed By-Law amendment at least seven days prior to the date of the next regular meeting or the date upon which the vote of the membership is to occur.

Section B. Votes on Amendments
The Bylaws may be amended in either of the following ways:
1. By a two-thirds (2/3) vote of the Active Members in good standing present at any regular meeting; or
2. By a majority vote of the Active Members in good standing, provided the vote is conducted by written or electronic ballot, with a copy of the proposed changes available for review. A majority, as used in this Article, shall consist of the majority of the ballots counted. In order for ballots to be counted, they must conform to the balloting instructions accompanying the ballot. The voting procedure shall generally conform to that set forth in Article 9, Section C, Subsection 3(c) and (d) of these Bylaws.

ARTICLE 15 Conflicts of Interest

Section A. Proposals for Amendments

SMCBA shall maintain a Conflicts of Interest Policy and require an annual disclosure statement be made by all Board Members, Directors, Officers, Committee Chairs, and employees, and submitted to the Secretary and/or the Executive Director at the annual meeting and again immediately upon the event of such a conflict.

Except with disclosure of the conflict to, and consent of the Association, a director, officer, or employee may not act in carrying out his or her Association responsibilities if they may be affected by a conflict of interest. A potential conflict of interest may arise when a personal, business, financial, or, in the case of a lawyer, client interest may affect the objectivity of one’s actions on behalf of the Association. An actual conflict of interest arises when a personal, business, financial, or in the case of a lawyer, client interest affects the objectivity of one’s actions on behalf of the Association. If an actual conflict of interest exists, the individual may not serve as an officer or director of the Association, nor may they sit on the Private Defender Oversight Committee. In light of the role the Board of Directors plays in overseeing the Private Defender Program, an indigent defense organization, the following persons have an actual conflict of interest and may not serve on the SMCBA Board of Directors nor the PDP Oversight Committee: a San Mateo County Superior Court Judge or Commissioner, the San Mateo County District Attorney, current employees of the San Mateo County District Attorney’s Office, and a member of the San Mateo County Board of Supervisors.

ARTICLE 16 Indemnification & Insurance

Section A. Indemnification

To the fullest extent permitted by law, the Association may indemnify its directors, officers, employees and other person described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding,” as that term is used in such Section and including an action by or in the right of this corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law.

Section B. Insurance

The Association shall have the right to purchase and maintain Directors & Officers’ insurance to the fullest extent permitted by law on behalf of its officers, directors, employees and other agents of this corporation, against any liability asserted against or incurred by an officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s or agent’s status as such.

ARTICLE 17 Suspension of Bylaws  top

A provision of these Bylaws may be suspended for reasonable cause by an affirmative vote on
the question by ten members of the Board of Directors.

Updated 06.27.2022