Bylaws

Section 1. MISSION STATEMENT.
The mission of the Santa Clara County Bar Association is:

a] To serve SCCBA members by:

providing membership benefits which enhance the members' ability to practice law competently and ethically; providing opportunities for cordial professional and social activities.

b] To improve the administration of justice by promoting and advancing improvements in the courts and judicial system and the science of jurisprudence; advancing the art of advocacy; promoting the independence of the judiciary.

c] To serve the public by promoting better understanding by the public of legal problems, lawyers, and the justice system; facilitating and promoting the delivery of quality legal services; promoting full and equal access to the legal system by all individuals.

Section 2. MATTERS OF PUBLIC INTEREST.
The Corporation will be operated for educational, recreational and charitable purposes as set forth in the Articles of Incorporation. The Corporation may express an official position on matters of public interest, including controversial matters and matters that may not directly affect the practice of law; provided, however, that expressing such position will be done only as a result of and in accordance with a majority vote of the Board of Trustees.

Under no circumstances will the Corporation express an opinion on any predominantly partisan issue or participate in any partisan activity, as the term “partisan” is generally understood. The Board of Trustees will have the responsibility and authority to determine whether an issue merits an expression of opinion by the Corporation and comes within its purview. In making such determinations, the Board of Trustees will be guided by the Corporation’s Mission Statement in Article II, Section 1 and by the provisions of this Article II, Section 2. The Board may stay expression of an official position pending confirmation by the membership at a membership meeting held pursuant to Article VIII, Section 1, in which case the Corporation will not express an official position on the matter in question unless and until the official position is approved at such a membership meeting.

If the Board of Trustees does not seek confirmation of an official position by the membership, the Board’s determination to express the official position may be overridden by a majority vote of the members present at a membership meeting held pursuant to Article VIII, Section 1. Members are encouraged to participate in public affairs, but may not do so as a representative of the Corporation except as herein provided.

Section 1. CLASSES OF MEMBERS.
Membership shall be composed of Active Members and such other classes of members as will be defined by the Board of Trustees, pursuant to industry standards and guided by current Association needs, demographics, economic issues and changes to the legal landscape without amendment to these By-Laws. All members must pay fixed dues pursuant to the By-Laws except as otherwise provided by the By-Laws, unless waived by the Board of Trustees and/or the CEO for one or more defined classes. Only Active Members will have the right to vote or hold office or serve on the Board of Trustees.

Section 2. GENERAL RIGHTS AND POWERS OF MEMBERS.
Members of the Corporation will have the following general rights and powers, in each case subject to any other applicable provisions of the By-Laws.

The power to confirm or override the Corporation’s official positions on public issues.
The power to elect Officers and Trustees.
The right to attend meetings of the Board of Trustees except as indicated in these By-Laws.
The right to receive annual financial statements.
The right to inspect reports of Board of Trustees decisions and activities.
The right to state proposals, concerns, or complaints to a designated representative of the Corporation.
The power to call a special meeting.
The power to amend the By-Laws.

Section 3. MEMBERSHIP REQUIREMENTS.

A person eligible for any class of membership may become a member upon written application on a form which the Board of Trustees may from time to time prescribe and payment of the applicable dues. Members in a preceding year whose eligibility has not changed may continue as members by paying the applicable dues subject to a reasonable grace period. The Board of Trustees may remove a member who, in the Board’s reasonable belief, has failed to exhibit integrity and respect toward others, provided that the member is given at least 10 days’ prior written notice of the reasons for the proposed removal and an opportunity to respond. A removed member’s dues will be refunded pro rata.

Section 1. BOARD OF TRUSTEES; POWERS AND DUTIES.

The Association will have a Board of Trustees, also referred to herein as the “Board.” Except as otherwise provided in these By-Laws, the Board of Trustees will establish policy regarding the conduct, management and control of the affairs and business of the Corporation and make such rules and regulations therefor which will not be inconsistent with law nor with the Articles of Incorporation nor with the By-Laws. The Board’s powers will include, but not be limited to, the power to take, institute and maintain, on behalf of the Association, all measures and actions, including legal proceedings, directed by the Association, or which in the judgment of the Board of Trustees may be necessary or proper to carry out the will of the Association for the accomplishment of the purposes for which the
Association is established. The Board will further have any other powers and duties set forth elsewhere in these By-Laws.

The Board may delegate such of the Board’s powers to any Officer, Active Member, Committee, or Section, or to the Chief Executive Officer, as the Board, in its sole discretion, may from time to time determine.

Acts of the Board of Trustees and its Committees will require the affirmative vote of a majority of those present at a meeting at which a quorum is present. Trustees are considered “present” if they are in attendance by “remote” means, including telephone or video-conferencing, unless the President, for good cause, determines at least three days prior to the meeting that personal attendance will be required. A quorum of the Board of Trustees will consist of a number of Trustees equal to the next integer greater than one-half (1/2) of the total number of voting members of the Board of Trustees.

Section 2. OFFICERS; POWERS AND DUTIES.

The Association will have four Officers, consisting of the President, President-elect, Secretary and Treasurer.

President: The President will be the chief volunteer officer of the Association. The President will implement the policies established by the Board of Trustees, except as otherwise provided in these By-Laws. Except where delegated to another, the President will preside at all meetings of the Association. The President may call special meetings of the Association. The President will appoint the chairs of all Committees and Sections and, except as otherwise provided in these By-Laws, will make all other appointments and fill all vacancies. The President will serve as chair of the Executive Committee and Board of Trustees and will establish the agenda for Executive Committee and Board of Trustees meetings.

President-Elect: The President-elect will automatically become the President for the ensuing year. The President-elect will, if necessary, assume any or all duties of the President and/or fill the unexpired term of the President. The President-elect will perform such other duties as may be prescribed by the Board of
Trustees or the President.

Secretary: The Secretary will attend and cause to be kept a record of the proceedings of all meetings of the Finance Committee, the Executive Committee and the Board of Trustees and of all other matters for which a record will be ordered by the Board of Trustees or the President. If the Secretary cannot attend a meeting requiring that a record of the proceedings be kept, the President will designate someone to act as Secretary for that meeting. The Secretary will give, or cause to be given, notice of all meetings of the members and of the Board of Trustees, and will perform such other duties as may be prescribed by
the Board of Trustees or the President, except that the Secretary may delegate to the Chief Executive Officer the duty to give notice of all meetings of the members and of the Board of Trustees. All records kept by the Secretary, except those reporting an executive session, will be open to the inspection of all members upon reasonable notice given to the Chief Executive Officer. The Secretary will perform such other duties as may be prescribed by the Board of Trustees or the President.

Treasurer: The Treasurer will be the chairperson of the Finance Committee and will have responsibility for ensuring that full and accurate accounts of receipts and disbursements of the Association are kept. The Treasurer will make regular reports to the Board of Trustees on the financial condition of the Association and will ensure a periodic independent review of the Association’s finances at such times as the Board of Trustees will determine and provide an annual financial statement pursuant to Article X, Section 2. The Treasurer will perform such other duties as may be prescribed by the Board of Trustees or
the President.

Section 3. MEMBERSHIP OF TRUSTEES.

The Board of Trustees will consist of Active Members comprised as follows:

a. The Officers.
b. The Chair (or the Chair’s designated representative) of each of the following Committees and
Sections: the Barristers Committee, the Women Lawyers Section, and the Diversity Equity and Inclusion Committee (or any of their respective successor Committees or Sections). If any of the above has Co-Chairs, the President will appoint one of them to serve on the Board of Trustees.
c. The President (or comparable official) of each of the Santa Clara County Black Lawyers Association, the Santa Clara County La Raza Lawyers Association, and the Asian Pacific American Bar Association of Silicon Valley (or their respective successor associations). Each President of these bar associations may designate another member of that bar association to serve on the Board of Trustees in the President’s stead.
d. Six at-large Trustees selected in accordance with Article IV, Section 5.
e. The immediate past-president of the Association, who will remain on the Board as an emeritus, non-voting member for the one (1) year following the termination of the past-president’s term in office. No vacancy in this position will be filled.

Section 4. TERM OF OFFICE.
The term of an Officer will be for one (1) year. The term of an at-large member of the Board of Trustees will be for two (2) years. The term of other Trustees will be for one (1) year. Each term will begin on January 1 of the year for which the Trustee or Officer has been selected. Unless otherwise stated herein, no person may succeed themselves in an Officer position unless the Officer has served less than six (6) months in that Officer position, and no person may be selected as an
at-large member of the Board of Trustees if such selection would cause the person to serve as a Trustee for more than four (4) years in any six (6) year period, except that an Officer may serve on the Board of Trustees regardless of the Officer’s past service.

Section 5. SELECTION OF TRUSTEES AND OFFICERS.
Each year, three (3) at-large Trustees will be selected, so that a total of six (6) at-large Trustees serve in each calendar year. Between September 1 and October 31 of each year, or during such other time as the Board of Trustees may provide, the Chief Executive Officer will make applications available to Active Members, in a form
approved by the Board of Trustees, for all Officer and Trustee positions that will become open in the ensuing year, and will advertise the open Officer and at-large Trustee positions in accordance with a plan approved by the Board of Trustees with such deadline as the Board of Trustees may establish. A person may not apply for more than one open Officer or Trustee position in a given year. If no qualified applicants apply for an open Officer or at-large Trustee position, the position will be deemed vacant. If only one (1) qualified applicant applies for such a position, the qualified applicant will fill the position for the corresponding term. If two (2) or more qualified applicants apply for such a position, the position will be filled by an election between those qualified applicants held in accordance with Article IX.

Section 6. ABSENCES.
Should any Trustee be absent without good cause from any two (2) board meetings during a calendar year, or fail to pay the Trustee’s SCCBA dues within a reasonable time, the Board of Trustees may declare the Trustee’s seat vacant. An unexplained absence will be presumed to be without good cause. An absence due to a calendar commitment to a client, a court, or the State Bar, an illness of or injury to the Trustee or Trustee’s relative, or a vacation that does not span more than one board meeting will be presumed good cause. Whether any other reason constitutes good cause will be in the sole discretion of the Board of Trustees. No seat will be declared vacant without thirty (30) days’ notice to the Trustee, during which period the Trustee may submit to the Chief Executive Officer, for consideration by the Board of Trustees, evidence for why that seat should not be declared vacant.

Section 7. QUALIFICATIONS OF TRUSTEES AND OFFICERS.

Trustees may serve as Officers, but a vacancy on the Board of Trustees will be deemed to exist when a Trustee’s term has not expired and that Trustee’s term as an Officer commences.

To be eligible to serve as an Officer, a person must be an Active Member who has paid all SCCBA dues owed, and must meet the following additional qualifications:

(1) President-Elect and President: To serve as President and President-elect, the member must, at minimum, have served in the Corporation as follows: (a) as the Secretary or Treasurer within the three years prior to commencing service as President-elect; or (b) as a member of the Executive Committee for at least one year within the three years prior to commencing service as President-elect; or (c) as a member of the Board of Trustees for at least one full term ending within the last two years before commencing service and as a member of the Finance Committee within the three years prior to commencing service as President-elect.

(2) Secretary: To serve as Secretary, the member must, at minimum, have served in the Corporation in one of the following ways within the three years prior to commencing service as Secretary: (i) as a member of the Board of Trustees for at least one year, (ii) as chair or co-chair of a Section or Committee for at least one year, or (iii) as a member of a Committee or as a member of a Section executive committee for at least two years.

(3) Treasurer: To serve as Treasurer, the member must, at minimum, have served in the Corporation in each of the following ways within the three years prior to commencing service as Treasurer: on the Finance Committee for at least one year, and as a member of the Board of Trustees for at least one year.

To be eligible to serve as a Trustee, a person must be an Active Member who has paid all current SCCBA dues owed and also have been an Active Member having paid all SCCBA dues owed for at least one (1) full year prior to commencing service as an at-large Trustee. In addition, a current Trustee seeking to be selected as an at-large Trustee for the ensuing term will be eligible only if the Trustee attended at least fifty percent of Board meetings during the Trustee’s then-current term, regardless of good cause for any absences.

Section 8. VACANCIES.

In the event of a vacancy among the at-large Trustees or the Officers, the Board will promptly select an Active Member to fill the vacancy, such person to serve during the unexpired term of the vacant Board position or office, except that the President-elect will automatically fill a vacancy in the office of the President. The Board of Trustees must select a person who meets the qualifications for the vacant position or office set forth in Article IV, Section 7, unless there is no such qualified person or the Board of Trustees decides by a two-thirds vote to waive the requirement based upon a determination that the waiver is in the best interests of the Corporation. The Board of Trustees must also take into account such factors as the person’s past distinguished service to the legal profession and the people of Santa Clara County, past service on the Board of Trustees and otherwise in the Bar Association, experience in the practice of law, high standards of ethics and integrity, willingness to faithfully serve the Bar Association, and ability to represent and reflect the diversity, geographic and otherwise, of lawyers throughout the
County. Each candidate for any such vacant position or office must complete an application in a form approved by the Board of Trustees. During the period of any vacancy, the vacant Board seat will not be used in determining a quorum for any meeting of the Board of Trustees. Any other midterm vacancies may be filled by the President in consultation with the members of the respective Section or Committee.

Section 9. CONFLICTS OF INTEREST.

a. Before any "self-dealing transaction" (as defined by Section 5233 of the California Corporations Code or any successor section thereto) or any part thereof is consummated, the Trustees must consider and in good faith determine, after reasonable investigation, that the Corporation could not have obtained a more advantageous arrangement with reasonable effort, and must authorize or approve the transaction in good faith by a vote of a majority of the Trustees then in office without counting the vote of the interested Trustee, and with knowledge of the material facts concerning the transaction and the interest of the Trustee or Trustees in the transaction. Where a self-dealing transaction occurs without compliance with these requirements, the Board may either (i) ratify the transaction in accordance with the standards and procedures described in the preceding sentence, or (ii) disapprove and/or seek to undo the transaction. In either case, the Board may, by a vote of a majority of the Trustees then in office without counting the vote of the interested Trustee(s), also consider appropriate remedies against the interested Trustee(s), up to and including removal and/or future disqualification from service as a Trustee, an Officer, and/or an SCCBA member

b. Before approving, authorizing or ratifying any transaction between the Corporation and any entity of which one or more officers, directors, trustees, or persons holding a position of comparable responsibility are also Trustees of this Corporation (each such person a “Common Trustee”), the Board or Executive Committee, as applicable, (i) must be apprised of the material facts as to the transaction anas to each Common Trustee’s interest in the transaction and (ii) must authorize, approve or ratify the transaction in good faith by a vote sufficient without counting the votes of the Common Trustees.

c. Interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board which authorizes, approves or ratifies a self-dealing transaction.

d. The Corporation may not make any loan of money or property to or guarantee the obligation of any Trustee or Officer (other than advances for anticipated reimbursement expenses) unless such loan or guarantee is approved by the Attorney General of the State of California.

Section 1. MEMBERSHIP; TERM OF OFFICE.

The Corporation will have an Executive Committee consisting of (a) the Officers, (b) one (1) to three (3) additional member(s) of the Board of Trustees appointed by the President and approved by the Board of Trustees, and (c) the Chief Executive Officer as a non-voting member. The appointed members will serve a one-year term commencing on January 1 of the year for which the President takes office, regardless of the number of terms of prior service on the Executive Committee, and subject to removal at any time by the Board of Trustees or automatically upon vacating or being declared to have vacated the member’s Board position.

Section 2. POWERS.

The Executive Committee will have the power to act in the place and stead of the Board of Trustees in connection with emergency matters of the Association. The Executive Committee is authorized to act as the Executive Personnel Committee for the hiring and/or discipline and termination of the CEO, and to make recommendations for appointment and/or dismissal of the Chief Executive Officer subject to ratification by the Board of Trustees. The Executive Committee will assume such other duties as the Board of Trustees from time to time designates. The Executive Committee must report to the next meeting of the Board of Trustees upon all actions taken.

Section 3. QUORUM AND VOTING.

Four (4) members of the Executive Committee will constitute a quorum for the transaction of business. Acts of the Executive Committee will require the affirmative vote of a majority of the Executive Committee members present at a meeting at which a quorum is present.

Section 4. CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer will manage the daily administrative and financial operations of the Association and will have the power to appoint and dismiss other employees. The Chief Executive Officer will, upon request of the President or Board of Trustees, represent the Association at any function or meeting and will perform other duties designated by the President or the Board of Trustees.

The Board of Trustees may adopt any convenient means to receive, hold, administer and dispose of gifts, donations, bequests, and devises from members and others, and may cause to be organized a nonprofit endowment corporation bearing the name "Santa Clara County Bar Association Foundation," or other suitable name.

Section 1. MEMBERS.

The annual meeting of this Corporation will be during the month of January or February as part of the Installation Ceremony of the incoming Board of Trustees of each year at a time fixed by the President with the approval of the Trustees for the date of said meeting. Notice of the annual meeting will be by electronic communication to each member at least ten (10) days in advance of said meeting. Any business to be transacted by the members at an annual meeting or other general meeting of the Corporation will require an affirmative vote of a majority of the members present at such a meeting. There will be no quorum requirement.

Special meetings of members may be called by the President or the Trustees and will be called promptly by the President upon written request of three percent (3%) of the Active Members. Notice of every special meeting announcing the purpose of the meeting will be electronic communication at least ten (10) days in advance of the special meeting. Any action of the members at a special meeting will require the affirmative vote of a majority of the members present at the special meeting at which a quorum is present. A quorum for purposes of the special meeting will be one and one-half percent (1.5%) plus one (1) of the current Active Members of the Corporation.

Section 2. TRUSTEES.

Each meeting of the Trustees will be held on a date to be fixed by the President, which will be within thirty (30) days after the annual meeting of members and quarterly at minimum thereafter. Notice of meetings of Trustees will be by electronic communication to each Trustee at least ten (10) days in advance of said meeting. Trustees must meet at least once each quarter. All Trustees’ meetings except those concerned with personnel or litigation matters, or any meeting held
in executive session, may be attended by members of the Corporation, with or without invitation. Special meetings of the Trustees may be called by the President or upon written request of five (5) Trustees delivered to the President or Chief Executive Officer. Notice of every special meeting will announce the purpose of the meeting.

Section 1. SECRET BALLOT.
If an Officer or at-large Trustee position is to be filled by an election pursuant to Article IV, Section 6, a secret ballot containing the names of the qualified applicants for any contested Officer or at-large Trustee position will be provided by electronic communication to each Active Member on or before November 1 and December 1, or such other dates as the Board of Trustees may specify. The names of the qualified applicants for each contested Officer or at-large Trustee position will be listed in alphabetical order in even numbered years, and in reverse alphabetical order in odd numbered years.

Appropriate instructions will be given on the ballot for anonymous balloting and submitting the ballot to the Chief Executive Officer not later than the second Monday in December at the latest, or such other date as the Board of Trustees may specify. Each Active Member will have one vote for each contested
Officer position and, for contested at-large Trustee positions, will have a number of votes equal to the number of at-large Trustee positions placed on the ballot for election. The Chief Executive Officer will adopt measures to ensure that each Active Member has an equal opportunity to exercise the member’s right to vote and that each Active Member does not exceed the number of authorized votes.

Section 2. ELECTION RESULTS.

Ballots will be tabulated by electronic automation where electronic balloting is used and electronic ballots will be submitted anonymously. In the event that written paper ballots are used, the Chief Executive Officer will direct staff and/or uninterested and impartial Active Members in the counting of ballots by anonymous means. If there is more than one (1) at-large Trustee position to be filled, the candidates receiving the highest number of votes will be declared elected. Otherwise, any candidate for an Officer or at-large Trustee position receiving a plurality will be declared elected to such position. In the event of a tie vote, the winner will be selected by lot, to be conducted by the ballot counters if paper ballots are used or by the Chief Executive Officer if electronic ballots are used. The election results for each contested Officer and Trustee position and the names of the Qualified Applicants for any uncontested Officer and Trustee position will be communicated to all Active Members by electronic communication not later than December 31, or such other date as the Board of Trustees may specify

Section 1. FISCAL YEAR.
The fiscal year will begin on the first day of January and end on the thirty-first day of December of each
year.

Section 2. FINANCIAL STATEMENTS.
The books of the Corporation will be maintained in accordance with generally accepted principles of accounting. The President will appoint a certified public accountant to prepare an annual financial statement covering the preceding fiscal year, which will be made available to any member who requests not later than the last day of March. The annual financial statement will include a balance sheet as of December 31; an income and expense statement showing, to the extent that it is practical to do so, the budget estimate opposite each item of income and expense for the period covered; a statement of the place where the names and addresses of the current members are located; and a statement of any transaction or indemnification as described in Section 8322 of the California Corporations Code.

Section 3. BUDGET.

The budget for the following fiscal year will be prepared by the Finance Committee and approved by the Board of Trustees no later than December 31. Upon approval of the budget by the Board, the President will publish said budget to the membership within thirty (30) days.

Section 4. DUES.

Annual dues will be set in such amounts as approved by the Board of Trustees in any budget, but changes will not be retroactive. Annual dues are payable in advance on the first day of each fiscal year. Dues are payable on the dates which the Board of Trustees will designate. Annual dues may be prorated starting July 1 of each membership year at the discretion of the CEO. Failure to pay dues or to meet other financial obligations to the Corporation for more than sixty (60) days
after the date on which such debt is payable will result in automatic suspension of the delinquent members as of said sixtieth day. Notices of suspension will be sent to each delinquent member by electronic communication. Such notice will include the date of automatic expulsion of said delinquent member ninety (90) days from the date dues are payable and state the conditions for reinstatement in good standing set by the Board of Trustees. The Board of Trustees may remit or adjust, for such period as the Board may determine, the payment of dues by any member in the event of the member’s illness or other good cause. Members of the armed
forces of the United States on active duty will be exempt from payment of dues while on such duty.

Section 1. STANDING COMMITTEES.

Except to the extent other provisions of these By-laws are contrary, the President will have discretion to make appointments to all SCCBA committees and will appoint the following Standing Committees to be comprised of not fewer than three (3) Association members each:
Judiciary
Finance
Lawyer Referral Service
Fee Arbitration
Diversity Equity & Inclusion
Civil Practice

Each committee member’s term will be for one year, commencing on the first day of the calendar year or the date of appointment, whichever is later, and expiring on the last day of the calendar year or the date of appointment of the committee’s successor members, whichever is later, except that a committee member’s term will expire immediately if the committee member ceases to be a member of the Association.

Section 2. SPECIAL COMMITTEES.
The President or Board of Trustees may create Special Committees. The creating authority will determine a Special Committee’s number of members as well as the tenure of the Committee and the Committee’s members. The President will designate the chair(s) and other members of any Special Committee.

Section 3. SECTIONS.
The President with the approval of the Board of Trustees may designate Permanent Sections and Special Sections which will concern themselves with specific areas and issues of substantive law, procedural law, continuing legal education, legislation, and any other subject of significant professional or public interest. Each such section will have a chair or co-chairs and an executive committee appointed by the President, or by section/committee members at the discretion of the President. Terms of executive committee members will be for one calendar year. The President may appoint members to additional consecutive terms. Sections will, in their respective areas of interest, develop programs of interest to their members,educational programs of interest to the Corporation membership in general, and programs beneficial to the public. Sections wishing to adopt By-laws for their governance may do so either by adopting a standard form of by-laws that has been approved by the Board of Trustees, or by submitting any proposed set of By-laws to the Board of Trustees for approval. If a Section desires to take an official
position on matters of public interest, any such position must first be approved by a majority vote of the Board of Trustees or Executive Committee which is subject to rescission by a vote of the Membership.

Section 4. COMMITTEE AND SECTION REPORTS AND MINUTES.

All committees and sections will keep minutes of their meetings and will cause same to be filed with the Chief Executive Officer of the Corporation. All committee and section reports filed with the Chief Executive Officer will be available for inspection and copies will be supplied to members upon reasonable request. Reports and recommendations of committees will be in writing and presented to the CEO for filing. The Board of Trustees, will have the sole authority to approve or disapprove recommendations made by the sections or committees.

Section 5. JUDICIARY.
The Committee on Judiciary will evaluate and make recommendations concerning candidates nominated for appointed judicial positions in Santa Clara County. The Committee will also review, consider, formulate and report on actions concerning the judiciary in Santa Clara County.

Section 6. FINANCE.
The Committee on Finance will be chaired by the Treasurer and will consist of all Officers and at least four (4) additional members of the Corporation selected by the President. The Committee’s duties will be to prepare the proposed budget, to make recommendations respecting the operations of the Corporation throughout the year, to review the monthly financial statements of the Corporation and to determine the financial feasibility of corporate projects, acts, and undertakings referred to the Committee on Finance by the Board of Trustees. The Committee is advisory only and the Committee’s recommendations will not be binding on the Board of Trustees. The Committee will prepare and submit to the Board of Trustees, for approval, a proposed budget for the ensuing fiscal year not later than the
final Trustees’ meeting of the fiscal year.

Section 7. LAWYER REFERRAL SERVICE.
The Committee on Lawyer Referral Service will oversee the operation and recommend policy to the Board of Trustees of the Association’s Lawyer Referral Service in accordance with the Minimum Standards of the State Bar of California and the Lawyer Referral Service Rules adopted by the Board of Trustees.

Section 8. FEE ARBITRATION.
The Committee on Fee Arbitration will serve as and appoint arbitrators of fee disputes between members and clients pursuant to the voluntary fee arbitration rules of the Association.

Section 1. INDEMNIFICATION.
To the fullest extent permitted by law, the Corporation may indemnify its directors, officers, employees and other person described in Section 5238(a) of the California 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 acting:

a. within the scope of that person’s duties as a director acting as a board member, or within the
scope of that person’s duties as an officer acting in an official capacity;
b. in good faith;
c. in a manner that the person believes to be in the best interest of the corporation; and
d. is in the exercise of their policy-making judgment.

This section shall not limit the liability of a director or officer for any of the following:
a. Self-dealing transactions,
b. Conflicts of interest,
c. Any action or proceeding brought by the Attorney General, or
d. Intentional, wanton, or reckless acts, gross negligence, or an action based on fraud, oppression, or malice.

Section 2. INSURANCE.
The Corporation 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.

Section 1. REFERENCES.
As used herein, the terms "Corporation," "Association" and "SCCBA" will be deemed synonymous, each referring to the Santa Clara County Bar Association.
Whenever these By-Laws refer to an Officer, the Board of Trustees, the Executive Committee, or the Chief Executive Officer having the power to take an action or fill a position, the power will be held by the person or persons serving as the Officer, Board of Trustees, Executive Committee, or Chief Executive Officer at the time the action is taken or at the start of the term of the position being filled, unless otherwise stated.

All references in these By-Laws to any board, committee, section, officer, employee or member will mean a board, committee, section, officer, employee or member of the Corporation unless otherwise stated.

All references to the number of any Article or Section will mean an Article or Section of these By-Laws,
unless otherwise stated.

Section 2. EQUAL OPPORTUNITY.
Santa Clara County Bar Association is a voluntary membership organization and is open to all eligible and qualified persons (as described in these By-Laws) regardless of age, ancestry, culture, disability (mental and physical), ethnicity, gender, gender expression, gender identity, genetic information, language, marital status, medical condition, military or veteran status, national origin, political affiliation, race religious creed, sex, (includes pregnancy, childbirth, breastfeeding and related medical conditions), and sexual orientation.

Section 3. APPROVAL OF MEMBERS DEFINED.
Wherever "approval by" (or approval of) the members is used herein, the approval will be deemed to mean as follows: Approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (if a quorum is required by these By-Laws) (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with these By-Laws, or by the affirmative vote or written ballot of such greater proportion as may be provided in these By-Laws.

These By-Laws will become effective once adopted by a majority of the members present at a meeting called for that purpose. They may be amended by a majority of the members present at any meeting,provided that a copy of the proposed amendment is distributed by US mail and/or electronic communication to each Active Member at least ten (10) days before the meeting.
(Amended November 15, 1978)
(Amended November 15, 1979)
(Amended April 22, 1982)
(Amended March 31, 1983)
(Amended November 10, 1983)
(Amended January 17, 1985)
(Amended June 8, 1985)
(Amended January 16, 1986)
(Amended November 17, 1988)
(Amended September 20, 1996)
(Amended October 20, 2005)
(Amended January 20, 2010)
(Amended December 6, 2012)
(Amended January 26, 2017)
(Amended October 19, 2022)