ARTICLE VI: Duties of Officers and Board of Directors
Section 1 - The Board of Directors: The number of directors of this Association shall be nine (9). The directors shall be each of the four (4) officers of the Association and the immediate past president, along with four (4) at-large members of the Association. Subject to any other provision of these By-laws concerning the filling of a vacancy in a particular office, any vacancy in a directorship may be filled upon the election of the Board of Directors (or otherwise in accord with Section 7224 of the California Corporations Code) of an active member of the Association to serve as such director through the next December 31 or until a successor is elected and qualified, if later. Regular meetings of the Board of Directors shall be held monthly. Special meetings of the Board of Directors may be called by any of the President, President-Elect, Secretary, or two (2) directors, upon forty-eight (48) hours notice in person or by telephone, or four (4) days notice sent by first class, registered or certified mail. The Board of Directors shall manage the affairs of the Association subject to and in accordance with the Articles of Incorporation and these By-laws. It shall have the power to perform such other duties and activities as may be necessary and proper to carry out the duties and purpose of the Association. Five (5) members shall constitute a quorum of the Board of Directors.
Section 2 - President: The President shall preside at all meetings, serve on committees, and have such other powers as are usually exercised by other presiding officers, not inconsistent with these By-laws, and shall be a member of all committees.
Section 3 - President-Elect: The President-Elect, in the absence of the President, shall preside at all meetings and exercise all duties of the President, and shall perform such other duties as may be delegated by the President.
Section 4 - Secretary: The Secretary shall perform or cause to be performed all of the following: Keeping minutes and the records of the Association; giving notice of meetings and notice to members of special actions pertaining to them; keeping and distributing a current membership roll showing the name and place of residence or business of each member and his/her area of practice, and other changes in the status of memberships; making reports as required by these By-laws or the orders of the Association; conducting the correspondence of the Association; and doing all other things usually performed by the holder of such an office. In addition, the Secretary shall work with the membership director. The records shall at all times be open to the inspection of the President and the Board of Directors.
Section 5 - Treasurer: The Treasurer shall perform or cause to be performed all of the following: Collecting, taking charge of, investing and disbursing all funds of the Association; keeping regular accounts, which at all times shall be open to the inspection of the President and the Board of Directors; making a written report annually showing the amount of money received and disbursed during the year; preparing a proposed annual budget for the Association and reporting to the President and the Board of Directors at such times as either may reasonably request concerning whether the actual income and expenses of the Association are greater than, equal to, or less than the budget approved by the Board of Directors; and rendering additional reports when requested by the President or the Board of Directors.
Section 6: Officers shall not receive remuneration for the performance of their duties other than expense reimbursement as approved by the Board of Directors.
Section 7: Any member of the Board of Directors who misses three (3) consecutive meetings without good cause will be deemed to have resigned from office. A majority of the Board shall determine what "good cause" is.
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ARTICLE VII: Finances
Section 1: Prior to November 15 of each year, the Treasurer shall prepare and present to the Board of Directors a proposed budget of anticipated receipts and expenditures for the ensuing fiscal year.
Section 2: Notice of the time and place of the meeting of the Board of Directors at which the budget will be considered will be published prior to the meeting. A copy of the proposed budget shall be available for review by any member.
Section 3: The budget shall be acted upon by the Board of Directors at a meeting held during the month of January. Any member of the Association shall have the right to be present at such meeting during the time the budget is being considered and shall have the right to be heard.
Section 4: At any regular meeting or a special meeting called for that purpose the general membership shall have the power to authorize expenditures for purposes not provided for in the budget. Provided however, if such proposed expenditure exceeds the sum of $500.00, notice of such proposed expenditure shall be given in the manner provided in Article VIII, Section 5, of these By-laws.
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ARTICLE VIII: Meetings
Section 1: Regular meetings of the members shall be held on the third (3rd) Thursday of each month or as the Board may decide at a place designated by the Board of Directors, provided however, that in any month in which a special meeting of the members is held, no regular meeting is required to be held. Special meetings of the members may be called by the President, President-Elect, Secretary, or the Board of Directors, or otherwise as provided by California law Governing non-profit mutual benefit corporations. Written notice of any regular meeting or special meeting at which action of the members is to be taken shall be given to all active members as provided in Section 5 of this Article VIII. All powers of the members may be exercised at any regular or adjourned regular meeting if more than one-third (1/3) of the active members are present in person or by proxy, otherwise, action may be taken only on matters the general nature of which was set forth in the notice of the regular meeting. No business shall be transacted at a special meeting except that specified in the notice.
Section 2: Ten (10) active members shall constitute a quorum at any meeting of the Association but a smaller number may adjourn such meeting to any subsequent time. Unless a vote greater than a majority of the members is specifically required by law or these By-laws, any matter to be approved by the members shall require the approval by a majority of the members present at a duly-called meeting at which a quorum is present, in person or by proxy, or the approval of a majority of the votes cast by written ballot provided that the total number of votes so cast within the time period specified by the Board of Directors equals or exceeds the quorum which would be required to be present at a meeting authorizing the action.
Section 3: For the purposes of this Section, "resolutions" will be defined as statements of policy or position of the Association as proposed and adopted by the Association as distinguished from statements of policy or position as proposed and adopted by the Board of Directors. No resolution except those of congratulations, commendation or condolence shall be adopted by the members at either a regular or special meeting unless the active members shall have been given notice of the intention to present such a resolution in accord with Section 5 of Article VIII. If the resolution is to be considered at a regular meeting, the Secretary shall be responsible for giving the required notice upon presentation of a written request to do so signed by not less than five (5) active members of the Association. If the proponents of the resolution desire that a special meeting be called for the purpose of considering the resolution, a written request for a special meeting signed by at least five (5) active members of the Association shall be presented to the Board of Directors. The Board of Directors shall have the authority to call a special meeting of the Association for consideration of the resolution and if required by law, shall so call a special meeting. Section 4: The membership shall not, at a general or special membership meeting, incur expenses or obligate the Association to more than $500.00, unless notice has been given to the membership regarding the proposed expenditure or incurring of obligation as provided in Section 5 of this Article VIII.
Section 5: Any notice of a meeting of the members at which any action of the members is to be taken must be given in writing not less than five (5) days nor more than ninety (90) days before the meeting if given by first class, registered or certified mail.
Section 6: The annual meeting of the members shall be held in October of each year, at the place and time and on the date determined by the Board of Directors. The election of officers and other directors, if applicable, shall occur at the annual meeting unless a vote has been conducted by secret mailed ballot. The term of all officers shall be from January 1 until December 31. The installation of officers shall be held not later than January 31 of each year, but failure to install an officer or the date of the installation of an officer shall not affect the time at which such officer takes office or when such officer's term ends.
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ARTICLE IX: Committees and Sections
Section 1 - General: The President shall propose the titles and functions of all committees prior to the beginning of his/her term of office. The committees shall be composed of such number of members as the President shall determine. The committees shall be appointed annually by the President of the Association with the advice and consent of the Board of Directors as soon after January 1 as is practicable. The members shall serve on the committees from January 1 until December 31 or until their respective successors are appointed. The Board of Directors may, from time to time, designate other committees and may direct the disbandment and discontinuance of any committee; and may establish and discontinue sections of the Association and delegate to any committee or section all or any of the functions of any committee of the Association. The Board of Directors may also create committees of the Board in accordance with California law governing non-profit mutual benefit corporations.
Section 2 - Committee Absences: Any member of any committee who has three (3) consecutive absences without good cause will be deemed to have resigned from said committee. A majority of the committee shall determine the question of " good cause."
Section 3 - Sections: One or more sections may be formed by the Board of Directors for the presentation, discussion and study of matters pertaining to the practice of law or for such other purposes and in such manner as is determined by the Board of Directors. The Board of Directors may also set the amount of any dues to be charged for membership in any section. A section, once established by the Board of Directors, shall elect its own chairperson and such other officers as it may require from time to time, and shall establish its own procedures for the conduct of its business, subject to compliance with these By-laws and supervision by the Board of Directors. Each section may determine whether persons who are not lawyers and/or lawyers who are not members of the Association may participate in the activities and meetings of the section, provided however, that only active members of the association may be members of the section, hold offices therein, have voting rights, and be obligated to pay any dues. Each section shall report in writing to the Board of Directors once each year, naming its officers and summarizing its procedures and activities.
Section 4 - Meetings and Rules: Each committee and section shall have the power to fix its own time and place of meetings, and to adopt rules for its own government and course of proceedings consistent with the Articles of Incorporation and these By-laws and the directions of the Board of Directors. Each committee shall keep a written record of all its actions. A majority shall constitute a quorum at meetings of committees. <back up to top>

ARTICLE X:
The By-laws may be amended at any regular or special meeting of the members by a majority vote, provided that written notice of the nature of the intended amendment be given to the active members in accord with Section 5 of Article VIII.
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AMENDED OCTOBER 9, 1996 JSM, PRESIDENT