ARTICLE I

NAME

The name of the corporation shall be THE CHARLES HOUSTON BAR ASSOCIATION OF NORTHERN CALIFORNIA, hereinafter “Association”.

ARTICLE II

MISSION

The mission of the Association is to improve access to justice; to promote equal protection under the law; to be proactive in increasing diversity within the legal community and to the bench; to bring services to the community; and to support the Association’s judges, attorneys and law students.

ARTICLE III

MEMBERS

SECTION A: MEMBERSHIP QUALIFICATIONS AND CLASSIFICATIONS
The Association will have six (6) classes of members as follows:

(1) Regular – Any person admitted to practice law in the State of California and acceptable to the membership, shall be eligible for regular membership in this Association, provided that the person resides in or practices law in Northern California. Only members who are active members of the California State Bar may hold elected office of this Association, and have the right to vote at any and all general membership meetings.

(2) Associate – Any person who is admitted to practice law in any state court, the District of Columbia or any Territory of the United States, shall be eligible for an associate membership in the Association, but shall not hold an elected position. Said person may, however, hold appointed office in the Association, and have the right to vote at any and all general membership meetings.

(3) Contributing – Any person who is a graduate of a law school may become a contributing member. Said person shall not be entitled to hold elected office in the Association, but may hold an appointed office, and shall have the right to vote at any and all general membership meetings.
(4) Student – Any person enrolled in a law school may become a student member of the Association. Students shall not be entitled to vote or hold office of any kind in the Association.

(5) Judicial – The Association may affiliate with an organization of judges (active and/or retired), where such affiliation may promote the interests and purposes of the Association. The Association may also admit to membership any such judge.

(6) Sustaining – Any person who meets the membership criteria set forth in the class of membership enumerated above, and/or any law firm, professional entity, or legal corporation engaged in the practice of law, with its headquarters office in Northern California that contributes $500.00 or more annually to the Association shall be classified as sustaining members. Said person or entity shall be entitled to the following benefits: A listing in the Association’s regular publications as a sustaining member, plus one free advertisement per year in the Association’s publication.

(7) Life Membership – Any Regular Member who pays the fee approved by the Board of Directors (“Board”) for Life Membership shall maintain this classification. The Board has the discretion to determine any benefits and limits to this classification.

SECTION B: GOOD STANDING
A member in good standing is one whose current annual dues have been paid. A member not in good standing shall enjoy no rights or privileges of membership whatsoever in the Association.

ARTICLE IV

DUES

Dues for all classes of members shall be established by the Board of Directors and shall become due and payable on January 1st of each calendar year. Dues shall be set by a majority vote of the Board of Directors at any regular or special meeting of the Board. Notice setting forth the date, time and place for setting dues or assessments shall be given to all Board members in good standing. Votes may be cast at said meeting by absent Board members provided their proxy is in writing and in the hands of the Secretary at the commencement of the meeting.

ARTICLE V

BOARD AUTHORITY AND OFFICERS

Except as otherwise provided by these bylaws, the authority of the Association shall reside in the Board of Directors. The Elected Officers of the Association shall be the President, Vice President, Secretary and Treasurer, all of whom shall serve as members of the Board of Directors.
The Board of Directors shall consist of the following: Elected Officers, General Counsel, the Immediate Past President, special assistants appointed by the President and those Standing Committee Chairpersons appointed pursuant to Article VI of the these bylaws. Standing Committee Chairpersons shall not be deemed to be elected officers of the Association. They shall be deemed appointed officers.

ARTICLE VI

DUTIES OF OFFICER AND BOARD OF DIRECTORS

VACANCIES AND REMOVAL OF OFFICERS

Section A: President – The President shall plan and preside at all meetings of the membership and the Board of Directors. He or she shall have general charge of and control over the affairs of the Association subject to the control of the membership acting as a body and shall appoint all committees and members thereof subject to the limitations of Article VI of these bylaws. The President shall also appoint a General Counsel of the Association to serve as its chief legal officer, and may appoint special assistants to aid the President in carrying out the duties of the office of President. The President shall have such other powers as the Board of Directors may prescribe.

Section B: Vice President – The Vice President shall perform such duties as from time to time may be prescribed by the President or the Board of Directors. In the absence of the President, the Vice President shall perform and be vested with all of the duties and powers of the President. If the President becomes incapacitated or otherwise is unable to serve, the Vice President shall act as President until a successor is elected.

Section C: Secretary – The Secretary shall keep a record of the minutes of the proceedings of all meetings of the membership and the Board, and shall insure that notice is given as required by these bylaws of all such meetings. The Secretary shall have custody of all books, records, and papers of the Association, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as from time to time may be prescribed by the President or the Board of Directors.

Section D: Treasurer – The Treasurer shall keep accounts of all moneys of the Association received or disbursed, and shall deposit all moneys and valuables in the name of and to the credit of the Association in such banks and depositories as the Association shall designate. All checks for the payment of money shall be countersigned by any two of the following officers: The President, Vice President, Treasurer or Secretary. The Treasurer shall be bonded. The Treasurer shall make a report at each meeting of the Board of Directors, or when called upon to do so by the President. The funds, books, and vouchers in the Treasurer’s possession, custody and control shall, at all times, be subject to verification and inspection by the elected officers of this Association. At the expiration of the term of office, the Treasurer shall deliver to the Treasurer’s successor all books, money, and other property of the Association. The Treasurer shall also serve on the Budget Committee.

Section E: Board – The Board of Directors shall perform all duties set forth in these Bylaws or that may be assigned by the President or the Association. Except as otherwise provided by these Bylaws, all business of the Association shall be conducted by the Board. If any person who is a member of the Board is absent from more than three (3) Board meetings in any calendar year without good reason, such person shall be deemed to have resigned from office or the Board. A request to be excused from a meeting shall be made to the President in advance of the meeting to be missed. The Secretary shall give a five-day notice of all Board meetings to the Board members. Board meetings shall be governed in accordance with Roberts Rules of Order, except to the extent that such rules are in conflict with these Bylaws.

Section F: Vacancies and Removal of Board Members – Notwithstanding any other provision of the Bylaws to the contrary, should a vacancy for whatever reason occur in any elected office of the Association, an election shall be held within sixty (60) days to fill said vacancy. The membership shall be notified of said vacancy and of the date and time of election which shall be at a duly called meeting of the Association. A vacancy shall exist upon the death, resignation, declaration by resolution of the Board of a vacancy in office of a Board member who has been declared of unsound mind by an order of Court, convicted of a felony, or found by final order of judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law or removal of any Board member. An elected Board member may be removed from office only by a majority vote of the membership at an election called for the specific purpose of removing such officer. An appointed Board member may be removed from office by the President or by a majority vote of the Board.

ARTICLE VII

STANDING COMMITTEES

Section A: The Standing Committees shall be: (1) Budget, (2) Communications, (3) Community Action, (4) Finance, (5) Legal Services, (6) Membership, (7) Social Activities, (8) Young Lawyers, (9) Judiciary, (10) Pipeline, and (11) Continuing Legal Education. The President, with the consent of the Elected Officers of the Association, shall appoint a chairperson for each Standing Committee. All other non-standing committees and the members of the Standing Committee shall also be appointed by the President. Each Chairperson of a Standing Committee shall be a member of the Association in good standing and shall serve as a member of the Board during his or her tenure as Chairperson and shall be entitled to vote on all matters coming before the Board. The term for each Standing Committee Chairperson shall be one year, or until a successor is appointed.

Section B: The duties of each Standing Committee shall be as follows:

(1) Budget – This Committee shall be responsible for developing and presenting the Association’s annual budget to the Board for adoption. It shall also be responsible for reporting to the Board on a monthly basis as to the Association’s expenditures per the adopted budget. When requested by the President or the Board, the Committee shall perform other duties related to budgetary matters.

(2) Communications – This Committee shall be responsible for the Association’s newsletter and for enhancing the Association’s ability to communicate with the legal profession and the community. It shall also be responsible for public relations, and for performing any other communications functions assigned by the President or the Board.

(3) Community Action – This Committee shall be responsible for ensuring that the Association is involved in matters that affect the community. It shall work with churches, schools and other organizations to ensure that the Association is actively involved in community affairs. It shall also perform such other duties as assigned by the President or the Board.

(4) Finance – This Committee shall be responsible for the fund-raising activities of the Association. It is responsible for the Association’s annual dinner/dance, and for all other major fund-raising activities of the Association. It shall perform all other tasks as assigned by the President or the Board.

(5) Legal Services – This Committee shall be responsible for encouraging Association members to participate in the provision of voluntary legal services to the public. Such participation may include but shall not be limited to participation in community service projects and organizations and volunteer projects. It shall perform all other tasks as assigned by the President or the Board.

(6) Membership – This Committee shall be responsible for recruiting and maintaining members, and shall solicit dues. It shall maintain an updated membership list and perform all other related tasks assigned by the President or the Board.

(7) Social Activities – This Committee shall be responsible for all social activities of the Association. Said committee shall perform all other socially related functions requested by the President or the Board.

(8) Young Lawyers – This Committee shall be responsible for creating and implementing programs that offer guidance and support to young lawyers and law students in Northern California. It shall perform all other tasks assigned by the President or the Board.

(9) Judiciary – This Committee shall be responsible for evaluating Judicial candidates and recommending whether the Association should endorse said candidacy, providing information for those interested in seeking judicial positions, encouraging qualified Association members to consider seeking judicial office, and further cultivating the Association’s relationship with the Judiciary through active participation in the Bench and Bar associated activities. It shall perform all other tasks as assigned by the President or the Board.

(10) Pipeline – This Committee shall be responsible for ensuring that there is an on-going Pipeline to Membership by the creation of programs garnered toward increasing awareness of the legal profession and the Association within and amongst our youth. This Committee is responsible for ensuring that the College Awareness Program provides at least two (2) workshops/seminars at two (2) Bay Area High Schools each academic year. This Committee is also responsible for ensuring that an instructive program is instituted in at least one elementary school each academic year.

(11) Continuing Legal Education – This Committee shall be responsible for creating and implementing programs that promote the continuing legal education of members of the State Bar of California. This Committee shall present programs consistent with the CLE requirements as set forth by the State Bar of California such that the Association maintains its status as a multi-activity provider.

ARTICLE VIII

ELECTIONS

Officers of the Association shall be in good standing. Elected Officers shall be elected by a majority vote of the membership present at the Election Meeting and in good standing at duly called meeting. Such officers shall be elected for a term of one year or until new officers are elected. Elections shall be held annually in the month of November. The term of office shall commence upon the elected officers swearing in, however, no later than January 1st of the next calendar year. Notices of the election meeting in November shall specifically state the purpose of the meeting and shall contain a list of the nominees for the various elected offices. Said notice shall be distributed to all members in good standing at least seven (7) days before the November meeting.

ARTICLE IX

MEETINGS

Section A: Membership Meetings of the Association shall be held at least bi-annually, and at a time and place determined by the Board. The President may call Special Membership Meetings; or in the President’s absence, the Vice-President may do so. A Special Membership Meeting may also be called by a two-thirds vote of the Board. The President shall call regular meetings of the Board.

Section B: The Secretary shall provide notice in writing of all meetings of the Association to all members in good standing.

ARTICLE X

QUORUMS

Section A: Quorum of the Membership – Fifteen (15) members in good standing shall constitute a quorum of the membership for the transaction of business. Business may be continued after withdrawal of enough members to leave less than a quorum, provided any action taken (other than adjournment) is approved by at least a majority of the required quorum for that meeting.

Section B: Quorum of the Board – A majority of the voting members of the Board shall constitute a quorum for conducting a meeting of the Board. Every action taken or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, provided any action taken or decision made (other than adjournment) is approved by the majority of the remaining members. For purposes of this Section, a majority constitutes one more than half of the remaining members.

ARTICLE XI

MEMBERSHIP DISCLOSURE

All Board members will maintain the personal addresses of any active members of the Association and will not distribute its membership list to third party entities with the exception of the Judicial Nominees Evaluation (JNE) Commission. Allowing distribution of personal addresses of current and past members to JNE will provide the Governor and potential nominees the opportunity to elicit fair evaluations from peers within the Association.

ARTICLE XII

AMENDMENTS

These Bylaws may be amended by majority vote of the membership at any regular Membership Meeting or at any Special Meeting called for that purpose. A seven (7) day notice in writing shall be given to each member in good standing of any meeting where a vote is to be had on amending the Bylaws. The notice shall state the nature of the Bylaw amendment. A copy of the proposed amendment(s) shall be included with the Notice.
As Amended on June 24th, 2010

Originally adopted May 6, 1965
Amended June 19, 1987
Amended July 30, 1990
Amended 1999