BYLAWS OF THE ASSOCIATION OF DISCIPLINE DEFENSE COUNSEL
The name of the organization is the Association of Discipline Defense Counsel (Association). The organization is an unincorporated non-profit association.
Any person who is a member of the State Bar of California and who regularly represents other members of the State Bar of California in disciplinary investigations or formal discipline proceedings conducted by the State Bar of California is eligible for membership in the Association. The Board of Directors may set specific membership criteria, require a written application for membership and deny membership in the Association.
(B) Good Standing
A member in good standing is one whose annual dues have been paid. A member not in good standing shall enjoy no rights or privileges in the Association.
Dues for all members shall be established by the Board of Directors and shall be due and payable on January 1 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 shall be given to all Board members in good standing.
Board Authority and Officers
(A) Board Authority
Except as provided by these Bylaws, the authority of the Association shall reside in the Board of Directors.
The officers of the Association shall be the President, the first Vice President, the second Vice President, the Secretary, and the Treasurer. The Board of Directors shall consist of the officers.
Duties of Officers and Board of Directors
The President shall plan and preside at all meetings of the membership and Board of Directors. He or she shall have general charge and control over the affairs of the Association subject to the control of the membership acting as a body and shall appoint the members of each standing committee and the chairpersons and members of other committees subject to the limitations of Article X of these Bylaws.
(B) First Vice President
In the absence of the President, the First Vice President shall perform and be vested with all the duties and powers of the President. If the President becomes incapacitated and unable to serve, the First Vice President shall act as President until a successor is elected. The First Vice President shall be the Chairperson of the Law Committee, unless and until the First Vice President shall be acting President, in which case the First Vice President shall designate a Chairperson of the Law Committee until a successor is elected. The First Vice President shall also perform such duties as assigned by the Board of Directors.
(C) Second Vice President
The Second Vice President shall perform such duties as assigned by the Board of Directors. The Second Vice President shall also be Chairperson of the Communications committee.
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 as such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession of by a resolution of the Board. The Secretary shall perform all other such duties as may be assigned by the Board.
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, First Vice President, Second Vice President, Treasurer or Secretary. The Treasurer shall also be Chairperson of the Budget Committee.
(F) Board of Directors (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. All Board meetings may be held by telephone or internet. If any person who is a member of the Board is absent from more than three (3) consecutive Board meetings 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. Failure to request the President to excuse a missed meeting shall constitute a waiver of the right to request the Board to excuse the absence. A five day notice of all Board meetings shall be given to the Board members by the Secretary.
Vacancies and Removal of Board Members
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 the vacancy. The membership shall be notified of the 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.
Standing Committees and Other Committees
(A) Standing Committees
The Standing Committees shall be: (1) Law (2) Communications, and (3) Budget. Each Standing Committee shall consist of the Chairperson and three other members of the Association appointed by the President. The term of each Standing Committee member shall be one year from the date of appointment at the Association’s annual meeting.
(B) Responsibilities of the Standing Committees
1. Law – This committee will be responsible for reviewing proposed statutes, rules, ethics opinions, court cases and proposals related to discipline, determining if the Association should take action or position and recommend that action or position to the Board.
2. Communications –This committee shall be responsible for the Association’s website and other communication media. It shall also be responsible for public relations, for ensuring that the Association and the discipline system is adequately and fairly covered by the media, and for performing any other communications functions assigned by the President or the Board.
3. 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.
(C) Other Committees
Other Committees may be created or dissolved by majority vote of the Board of Directors. The President shall have the power to appoint the Chairperson and the members of these committees. The term of the Chairperson and the members of those committees will be one year from the date of appointment unless the committee is dissolved before that date.
Officers of the Association shall be in good standing.
(B) Interim Selection of Officers and Initial Election of Officers
Interim officers/board members shall be selected at the organizational meeting. Sixty (60) days after the organizational meeting, an initial election will be held for the officers to hold office until the Annual meeting. This election may be held by telephone, e-mail or other means as determined by the interim board.
(C) Officers shall be elected by a majority vote of the membership present and in good standing at the Annual meeting. Such officers shall be elected for a term of one year. Elections shall be held at the Annual meeting held in conjunction with the annual meeting of the State Bar, except for the initial election of officers, which will be held 60 days from the date of the organizational meeting, as provided in section VIII (B) above. The term of office shall commence January 1 of the next calendar year. Notices of the election meeting shall specifically state the purpose of the meeting and shall contain a list of the nominees for the various elected offices. This notice shall be given to all members in good standing at least fourteen (14) days before the annual elections meeting.
(A) Organizational Meeting
An initial organizational meeting will be held no later than February 1, 2008. This meeting may be held by telephone. At the organizational meeting, the issues for discussion and action will be the approval of these by-laws, the election of interim officers as provided by these by-laws (to be followed by election of officers 60 days later as provided in Article VIII.) Within 10 days of the organizational meeting, the interim board will hold its first meeting.
(B) Regular Meetings
Two membership meetings of the Association shall be held each year. One meeting (designated the Annual meeting) will be held at a time and place in conjunction with the annual meeting of the State Bar of California; the other meeting at a time and place determined by the Board. Special membership meetings may be called by the President or in the President’s absence by the First Vice President. A special membership meeting may also be called by a majority vote of the Board. The President shall call meetings of the Board each month.
All membership meetings may be held by telephone or internet except the annual elections meeting. Notice in writing of all membership meetings of the Association shall be given to all members in good standing at least 14 days before the meeting. The Secretary shall insure that such notice is given.
(A): Quorum of the Membership
A majority of 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.
(B) Quorum of the Board
A majority of the members of the Board shall constitute a quorum for conducting a meeting of the Board, provided that quorum includes the President or the First Vice President. 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 he the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if the action or decision made is approved by at least a majority of the required quorum for that meeting.
All notices required to be given under these Bylaws shall be given by first class mail or by e-mail.
These Bylaws may be amended by majority vote of the membership at any regular membership meeting or at any special membership meeting called for that purpose. A thirty (30) day written notice 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 assessment or bylaw amendment. A copy of the proposed amendments shall be included with the Notice. A copy of the proposed changes to the Bylaws shall be made available to all members in attendance at the meeting where a vote is taken on the amendments to the Bylaws.