July 12, 2017

Bylaws

PALO ALTO AREA BAR ASSOCIATION

A Non-Profit Corporation

(as amended July 2017)

BY-LAWS

Article 1

This corporation shall be known as the Palo Alto Area Bar Association (“PAABA”).

LOCATION

The principal office of the corporation shall be located at 407 S. California Avenue, Suite 3, Palo Alto, CA 94306.

PURPOSES

Section 1. PURPOSES OF CORPORATION. This Corporation is formed for the following purposes:

a. To improve the administration of justice by advancing the science of jurisprudence and the art of advocacy;

b. To elevate the standards of integrity, honor, courtesy, and ability of lawyers;

c. To promote better understanding by the public of legal problems;

d. To assist in the providing of legal services to all persons, regardless of their ability to pay;

e. To encourage cordial social intercourse among its members;

f. To serve the general welfare of the people of Santa Clara County and San Mateo County, including members of the legal profession;

g. For the purpose of accomplishing or furthering, directly or indirectly, any of the foregoing, to do anything, perform any act, exercise any right, and exercise any power which a non-profit corporation now is, or may hereafter, be permitted by law to do or perform or exercise.

Article II

MEMBERSHIP

Section l. CLASSES OF MEMBERS. There shall be four classes of members of this Corporation: active members, honorary members, law students, and associated professionals.

Section 2. ACTIVE MEMBERS. Every attorney who is a member of the State Bar of California with an interest in the practice of law within Santa Clara County and/or San Mateo County, and adjacent unincorporated areas, shall be eligible to become an active member of this Corporation. In addition, any full-­time member of the faculty of an accredited law school in Santa Clara County and/or San Mateo County, whether or not a member of the State Bar of California, shall be eligible to become an active member of this Corporation. Such eligible persons shall become active members upon written application in the form provided by the Corporation and payment of dues. A person will cease to be an active member if such person’s membership dues for the current fiscal year are not paid by the first day of October of such fiscal year or if they are disbarred or suspended from practice by the
State Bar of California.

Section 3. HONORARY MEMBERS. Any person who has rendered distinguished service to the legal profession may be elected an honorary member of this Corporation by the Board of Directors. Judges of Santa Clara County and San Mateo County State and Federal Courts shall be honorary members ex officio. Honorary members shall have all of the rights and privileges of active members except that of voting.

Section 4. ASSOCIATED PROFESSIONALS. Any person who is actively engaged in rendering services to the public in affiliation with the legal profession, including but not limited to financial planners, paralegals, legal assistants, translators, patent agents, patent technologists, legal recruiters, law librarians, law school personnel, court personnel, mediators, expert witnesses, jury consultants, accountants, and other professionals, shall be eligible to become an associated professional member of the Corporation. Such eligible persons shall become associated professional members upon written application in the form provided by the Corporation and payment of
dues. Such dues shall be fixed at the rate of 75% of the dues for an Active Member for the current fiscal year.

Section 5. STUDENT MEMBERS. Any person who is actively enrolled in a law school in San Mateo County and/or Santa Clara County, or who has graduated from any such school within the preceding six months, shall be eligible to become a student member of the Corporation. Such eligible persons shall become student members upon written application in the form provided by the Corporation and payment of dues. Such dues shall be fixed at 25% of the dues for an Active Member for the current fiscal year.

Section 6. REGULAR AND SPECIAL MEETINGS. The annual meeting of members of this Corporation shall be held on the first Wednesday in July of each year, unless the president shall otherwise designate. The president acting on his/her own or by direction of the Board of Directors may call special meetings of members. In addition, a special meeting shall be held upon receipt by the president of a request in writing or by electronic communication submitted by twenty (20) active members requesting that a special meeting be held. Notice of all special meetings shall be sent by US mail and/or electronic communication to the active membership at least ten (10) calendar days
in advance. The notice shall fairly specify the reason of the meeting and, if a bylaw amendment is to be discussed at such meeting, the text of the proposed amendment shall be included in such notice.

Section 7. QUORUM. The presence, in person or by written proxy, of (a) thirty active members or (b) 10% of the active members at the time of the meeting, whichever is less, shall constitute a quorum at any meeting of members. In the absence of a quorum, such meeting shall be adjourned until a quorum is present.

Section 8. VOTING. Each active member shall be entitled to one vote. A vote may be made by proxy, but only if in writing and delivered to the president before the meeting or to the presiding officer at or before the meeting. A proxy may be for anyone or all issues to be considered at the meeting, and shall be counted for quorum purposes.

Section 9. PRESIDING OFFICER. At all meetings of members, the president, or, in his/her absence, the vice-president, secretary-treasurer or any board member present, in that order, or, in the absence of all of them, any member selected by a majority of the active members present, shall preside.

Section 10. SECRETARY PRO TEM. If the secretary-treasurer is not present at a meeting at which business is transacted, the presiding officer may designate any member or employee of the Corporation to act as secretary pro tem to record the minutes of the meeting and deliver same to the secretary-treasurer.

Article III

BOARD OF DIRECTORS

Section 1. CONTROL. The management of the Corporation and the responsibility for its proper operation shall be vested in the Board of Directors. The President of the Corporation shall serve as the Chairman of the Board of Directors. When exercising any power or performing any duty requiring their collective action, the board members shall do so acting as the Board of Directors of the Corporation.

Section 2. DIRECTORS’ TERMS AND VACANCIES. The board members of the Corporation shall be elected by and from the active members. Directors shall serve a two year term commencing at the beginning of the calendar year and continuing for a period of two years.Any board member may resign upon submitting a written resignation to the president, and any vacancy thereby created may be filled by the board members from the current list of Active Members.

Section 3. NOMINATION OF DIRECTORS. Between the first and fifteenth day of March of each year, or as soon thereafter as possible, the president with the advice of the Board shall appoint a Nominating Committee of five active members. The Nominating Committee shall nominate a minimum of the number of vacancies on the Board for the upcoming year from among the active members. A notice of proposed directors (“NOTICE OF THE NOMINATING COMMITTEE”) shall be sent by US mail and/or electronic communication to each member of the Corporation. Additional candidates may be nominated by petition containing the consent of the nominee and
the signatures of not less than ten active members of the Corporation. No petition shall contain the name of more than one nominee. Such petitions shall be delivered to the secretary-treasurer within two weeks after the sending of the NOTICE OF THE NOMINATING COMMITTEE.

Section 4. NUMBER OF DIRECTORS. The number of board members of this Corporation shall be 11 and shall be constituted as follows: The officers of the Corporation and 8 at large members. In addition, the immediate past president may, at his or her option, serve as a non-voting emeritus board member:

Section 5. ELECTION OF DIRECTORS. Ballots for the election of directors shall be sent by US mail or electronic communication to the active members not more than four weeks after sending of the NOTICE OF THE NOMINATING COMMITTEE and the ballots shall be due six weeks after the ending of the NOTICE OF THE NOMINATING COMMITTEE. Appropriate instructions shall be given on the ballot for anonymous balloting and
submitting the ballot to the Corporation. Only those ballots returned by the due date shall be counted. The ballots shall be tabulated by a three (3) person committee appointed by the president.

The board candidate who receives the most votes shall fill the first vacancy, the candidate who receives the second most votes shall fill the second vacancy and the positions shall be so filled until all at large vacancies have been filled. The three officers elected pursuant to Article IV, Section 7, shall fill the three board seats set aside for the officers. The results of such election shall be disseminated to the members as soon as possible after the results are known.

Section 6. MEETINGS. The board members shall meet at least once every two months at such place and at such times as designated by the president. The president may, and upon the request of two (2) board members shall, call special meetings for any stated purpose. Notice fixing the date, place and purposes thereof shall be sent by US mail and/or electronic communication to all board members at least 72 hours in advance of such special meeting. If a bylaw amendment is to be discussed at such meeting, the text of the proposed amendment shall be included in such notice.

Section 7. SECRETARY PRO TEM. If the secretary-treasurer is not present at a meeting at which business is transacted, the presiding officer may designate any board member or employee of the Corporation to act as
secretary pro tem to record the minutes of the meeting and deliver same to the secretary-treasurer.

Section 8. QUORUM. The presence, in person, by telephone, by videoconference, or by written proxy, of five (5) board members shall constitute a quorum at any meeting of board members.

Section 9. VOTING. Each board member shall be entitled to one vote.

Section10. ATTENDANCE AT MEETINGS. Each board member shall indicate, to the President or Secretary, prior to each board meeting whether that member shall attend said meeting. Board Members who fail to attend at
least half of the designated board meetings in a calendar year shall be subject to removal and their board seat may be filled by the board members from the current list of Active Members.

Section 11. REMOVAL OF DIRECTORS. Board members who have failed to attend three consecutive designated Board meetings shall be notified in writing by the President that they will be subject to removal if they fail to attend the next designated Board meeting. If a Board member who has been so notified fails to attend the next designated Board meeting, a quorum of the board members present at said meeting shall vote toremove or not remove said member.

Article IV

OFFICERS

Section 1. ELECTIVE OFFICERS. The members annually shall elect a president, a vice-president, a secretary and a treasurer. All officers shall be members of the Board of Directors.

Section 2. PRESIDENT. The chief administrative officer of the Corporation shall be the president, who shall have all of the customary duties and powers of such office. The president also shall act as chairman of the board of directors.

Section 3. VICE-PRESIDENT. In the absence or disability of the president, the vice-president shall perform all the duties and have all the powers of the president. The vice­-president shall also assist the president in the performance of his administrative duties.

Section 4. SECRETARY. The secretary shall keep or cause to be kept the Minutes and Records of the Corporation and a roster of the membership of the Corporation.

Section 5. TREASURER. The treasurer shall keep or cause to be kept the accounts of properties and business transactions of the Corporation. In addition to the written financial report required under Article VII, Section 3, the treasurer shall, upon request, render to the president or vice-president, the board members or the members, an account of all of his or her transactions as treasurer and of the financial condition of the Corporation.

Section 6. NOMINATIONS FOR OFFICERS. Simultaneous with the nomination of the board of directors as set forth in Article III, Section 3, the Nominating Committee shall nominate the officers for the upcoming year. The NOTICE OF THE NOMINATING COMMITTEE sent to the membership shall include the names of the officers selected by the Nominating Committee. Additional candidates may be nominated by petition in the same manner
and within the same time restrictions as candidates for the board, all as set forth in Article ill, Section 3.

Section 7. MEMBERSHIP REQUIREMENT FOR OFFICERS. Any candidate for an officer position must have been an active member for at least one year prior to his or her nomination.

Section 8. ELECTION OF OFFICERS. Ballots for the election of officers shall be sent by US mail or electronic communication to the members along with the ballots for election of directors and the instructions for anonymous balloting discussed in Article III, Section 5, not more than four weeks after sending of the NOTICE OF THE NOMINATING COMMITTEE. In the event that more than one candidate is nominated for any office, that candidate receiving both the highest number of votes and a plurality of at least 40% of the votes shall be the elected
officer. If no candidate receives at least 40% plurality of the votes, there shall be a runoff election between the two candidates with the highest number of votes. The runoff ballot shall be sent by US mail or electronic communication to the members not more than eight weeks after the sending of the NOTICE OF THE  NOMINATING COMMITTEE along with the instructions for anonymous balloting and shall be due ten weeks after
the sending of the NOTICE OF THE NOMINATING COMMITTEE. The ballots for the election of officers shall be tabulated by the same three person committee referenced in Article III, Section 5.

Section 9. RE-ELECTION. Officers shall not be disqualified for re-election, but it is the general policy of the Corporation that no· officer shall successively serve for more than one term in the same office.

Section 10. TERM OF OFFICE. Each officer shall serve until the end of the calendar year or until his or her successor is elected, whichever event shall last occur. An officer may resign his or her office by written notice to the Board of Directors.

Article V

COMMITTEES

Section 1. STANDING COMMITTEES. This Corporation shall have the following standing committees:

Lawyer Referral Service

Woman Lawyers

Fee Arbitration

Section 2. STANDING COMMITTEES. The Chairs of standing committees shall be appointed by the president for such term as he or she may designate unless sooner removed by him/her. The Chair(s) of each committee shall appoint the members of such standing committee.

Section 3. SPECIAL COMMITTEES. The president may appoint from time to time such special committees as may be appropriate or desirable. The Chairs of special committees shall be appointed by the president for such term as he or she may designate unless sooner removed by him/her. Special committees shall meet at least quarterly. Each committee shall offer at least three continuing legal education presentations per year.

Section 4. ELIGIBILITY. Active members of this Corporation and its officers are eligible to serve on committees.

Section 5. REPORTS. Not less than semi-annually, the chair of each committee shall furnish to the president a written report of the committee’s activities OR shall attend a meeting of the committee chairs, to be held at a time and place designated by the president or such board member as the president shall designate as liaison to committee chairs.

Section 6. LIAISON. The president shall designate a board member to serve as a liaison between the committees and the board of directors. The vice-president shall be the liaison between the lawyer referral committee and the board.

Section 7. REMOVAL OF CHAIRS. A committee chair who fails to attend two consecutive meetings of the committee chairs as set forth in section 5, and/or fails to participate in (including planning, attending, promoting,
and/or presenting at) two consecutive meetings of his or her committee, shall be subject to removal. Notice of removal shall be given to the committee chair in writing by the president or by the board member designated as committee liaison.

Article VI

PUBLIC STANDS

Section 1. PUBLIC STANDS POLICY. Today’s society is faced with many complex, confusing, and serious problems which include highly controversial political and social questions that do not necessarily directly affect the practice of law. Because of the special training and experience of lawyers, the opinion of this Corporation may help the public to understand such controversial “questions and at such times this Corporation may be requested to take an official position on such questions. It is the policy of the Corporation that each member be encouraged to participate in public affairs but that he or she should do so as an individual and not as a representative of the Corporation and that it is primarily through this participation in other organizations that lawyers may serve to assist the public in understanding controversial problems. It also is the policy of the Corporation that the Corporation may express· an official position on the controversial issues in accord with the procedures specified in this section.

Under no circumstances shall the Corporation express an opinion or participate in any activity or issue of a predominantly partisan political nature.

The procedures of this section apply to the taking of a public stand on issues “that do not necessarily directly affect the practice of law. “The Board of Directors may take a public stand on issues which directly affect the practice of law. If the Board of Directors does so, it shall advise the members of that stand at the earliest appropriate time, such as by notification contained in a regular publication of the Corporation.

“Public stand” shall mean action taken pursuant to this section.

Section 2. INITIAL PROCEDURE.

a. Issues: If ten or more active members request the Corporation take a public stand on a controversial issue, the Corporation shall consider such request in the manner set forth below.

b. Notice: Notice of a members meeting at which a public stand will be discussed and a vote will be taken as to whether a plebiscite shall be taken shall be sent by US mail and/or electronic communication to the membership at least 96 hours in advance and shall contain the following information:

(1) Date and time of the meeting;

(2) Location of the meeting;

(3) The fact that a public stand vote will be taken;

(4) A statement of the subject or issue to be voted upon; and

(5) The name or names of the individuals or groups which have requested the public stand vote and whether the individual or the group is the sponsor of the proposed public stand.

Section 3. PROCEDURE AT MEETING.

a. At the noticed meeting the chair shall rule preliminarily whether the issue submitted to the Corporation is a public stand issue that does not necessarily directly affect the practice of law and as to which the plebiscite procedure of this section shall apply, or the chair· shall rule that the issue submitted does directly affect the practice of law and the Corporation stand may be taken without plebiscite in accord with normal parliamentary procedure.

b. The ruling of the chair may be challenged in accord with normal parliamentary procedure.

c. After determination that there is a public stand issue, the procedure will be:

(1) Discussion and a vote to determine whether the Corporation shall take a public stand on the issues presented;

(2) If the vote is negative, the Corporation shall not take a public stand, and the president may or may not make a statement regarding the action taken by the Corporation. If the vote is in favor of taking a public stand, there shall be further discussion, and a majority vote taken as to what the public stand shall be.

(3) Discussion and vote as to action the Corporation shall take to implement the results of the plebiscite (e.g., a public statement, appearance at hearing, public report).

(4) Action taken at the noticed meeting shall then be submitted to an active member plebiscite.

Section 4. PLEBISCITE. The plebiscite shall be taken as follows:

a. The president or his or her representative shall prepare a ballot containing the proposed public stand, which ballot shall provide for a “yes” or a “no” vote and which shall be sent by US mail or electronic communication promptly to all active members of the Corporation. The plebiscite communication may include any arguments or position statements pro or con regarding the issue. All ballots in order to be counted shall be completed and returned within ten (10) days after the sending to the membership.

b. The president at the noticed meeting shall designate himself or herself and two (2) other active members as inspectors of the election. They shall report the results of the plebiscite at the first meeting following the close of the plebiscite.

c. At least two-thirds of the votes cast must be in favor of the ballot measure to constitute approval of the action by the membership.

d. Any news release shall give the actual vote for and against the public stand taken by the Corporation.

Section 5. ISSUES DIRECTLY AFFECTING THE PRACTICE OF LAW. The Board of Directors may consider taking a public stand on issues directly affecting the practice of law but not subject to the provisions of Article VI, Sections 2 through 4, according to the following procedure:

a. Review of Proposed Practice-of-law Public Stand Issue: If the president or a member of the Board believes that a practice-of-law issue warrants a public stand by the Board, that person shall submit the proposed stand to the officers who shall review it and prepare a statement setting forth the proposed stand and reasons for and/or against the proposal.

b. Circulation to the Board: The officers shall circulate the statement and any background information necessary to understand the issue and the proposed public stand to each of the members of the Board. If the issue is one requiring immediate action, the circulation may be by electronic mail, facsimile and/or hand-delivery.

c. Decision by the Board without Meeting: After review of the statement and any accompanying material, the members of the Board may approve the proposed public stand without a meeting, if all members of the Board
consent in writing to acting without a meeting.

d. Decision by the Board after Meeting: Unless all members of the Board consent to acting on the proposed stand without a meeting, approval of  a proposed statement on a practice-of­-law public stand issue shall require the affirmative vote of a majority of the then-members of the Board at a duly-noticed meeting.

Article VII

FINANCES

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall commence on the first day of July of each year and end on the thirtieth day of June of the following year.

Section 2. DUES. The annual dues of each active member shall be determined by the board of directors. Dues of existing members are payable upon the anniversary of each such member’s joining PAABA. Dues of new members are payable upon becoming a member.

Section 3. FINANCIAL REPORT. On or before the end of the Corporation’s fiscal year, the secretary-treasurer shall prepare a financial report for the year then closing, in such form as the president may designate.

Section 4. ADMINISTRATIVE EXPENSES. The board shall authorize reimbursement for administrative expenses and other reasonable expenses specifically approved of by the board.

Article VIII

AMENDMENTS

These By-Laws may be amended by consent of a majority of the Board of Directors, which consent may be given in writing or by electronic communication sent to the President. If amendment of these By-Laws by the Board of Directors would violate California Corporations Code Section 7150(a), then such amendment may be made by a majority vote of the members present at an annual meeting or a special meeting called for that purpose provided that (1) the wording of the proposed amendment or amendments and notice of the meeting for its consideration is given in accordance with these bylaws; and (2) there is a quorum present at the meeting.

Every four years, the President shall nominate three members of the Board of Directors to serve as a BYLAW AMENDMENT COMMITTEE for the purpose of reviewing these By-Laws and proposing any necessary amendments. The BYLAW AMENDMENT COMMITTEE shall submit any such proposed amendments to the
members of the Board of Directors in writing.

Article IX

ELECTRONIC NOTICE

Section 1. PURPOSE. The purpose of this article is to allow the Corporation and its members, officers and directors to send and receive electronic communications in order to facilitate certain aspects of the Corporation’s
business.

Section 2. ELECTRONIC MAILING LIST. The Corporation shall compile and maintain a list of electronic mail addresses for its active members and honorary members. The electronic mail address for each member shall be stored in the list as written on that member’s written application for membership, unless the member otherwise notifies the Corporation of a change to his or her electronic mail address. For purposes of maintaining the list, it shall be each member’s responsibility to inform the Corporation of any change to his or her electronic mail address.

Section 3. NOTICE BY ELECTRONIC MAIL. As otherwise provided for in these By-Laws, any notice under these By-Laws may be made through electronic communications, including electronic mail, and shall be deemed effective
upon sending.

Section 4. MAIL DEFINED. For purposes of these By-Laws, the term “mail” shall include US mail and electronic mail.

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