BOULDER COUNTY BAR ASSOCIATION
The mission of the Boulder County Bar Association is to serve its members and enhance the administration of justice. To meet these objectives, the Association provides educational and collegial opportunities to its members, seeks to engender respect for legal principles and the roles of lawyers and judges, develops and supports community outreach efforts, invites participation of unaffiliated professionals, and gauges the manner in which its projects have affected its members, the profession, and the public as a whole.
The Mission Statement is implemented through the Strategic Plan, which is organized into the following nine sections:
BOULDER COUNTY BAR ASSOCIATION
ARTICLE I. NAME.
The name of the organization shall be BOULDER COUNTY BAR ASSOCIATION, or such other name or names which may be used for the purposes herein described. The organization is designated herein as “Bar Association.”
ARTICLE II. OFFICES.
Section 1. Principal Offices. The principal office of the Bar Association shall be located in Boulder County, Colorado, at an office designated by the Board of Directors.
Section 2. Other Offices. The Bar Association may also have offices at such other place or places as the Board of Directors may, from time to time, designate. The registered agent and registered office, as set forth in the Articles of Incorporation may be changed, from time to time, by the Board of Directors.
The corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose office is identical with such registered office, as required by the Colorado Nonprofit Corporation Act.
ARTICLE III. OBJECTS.
The objects of the Bar Association shall be: To enhance the practice of law within Boulder County, to enhance the science of jurisprudence, to promote professionalism and the administration of justice, to encourage a thorough legal education, to uphold the honor and dignity of the bar, to cultivate cordial relations among the legal community of Boulder County, to perpetuate the history of the profession and the memory of its members, to facilitate and improve the provision of legal services to the community, and to acquire, own and hold real and personal property in furtherance of these objects and purposes. Such objects shall include, and be limited to, the general and specific purposes as set forth in Article III of the Articles of Incorporation of the Bar Association.
ARTICLE IV. MEMBERSHIP.
Section 1. Members. The Bar Association shall be composed of members in the classes set forth below.
A. Full Active Membership. Qualification for full active membership shall require that the member be duly admitted to practice law by the Supreme Court of the State of Colorado, that such member reside, practice, and/or work within Boulder County. Members of the Bar Association so qualified shall have all the rights and privileges of full membership, including voting rights, and the right to hold elective office.
1. Young/New Lawyers are full active members of the Boulder County Bar Association who have been admitted to practice for three years or less. Young/New Lawyers will be eligible for reduced dues and CLE costs as determined by the Board of Directors.
2. The requirements of practicing or residing in Boulder County and membership in the Colorado Bar Association do not apply to judges and magistrates.
3. The Board of Directors may, in its discretion, grant government lawyers who practice in Boulder County a discounted dues rate. Government lawyers are encouraged, but not required, to belong to the Colorado Bar Association. Such members shall enjoy all the privileges of the Bar Association including voting and holding office.
B. Lawyer Non-Voting Memberships. Any lawyer admitted to the practice of law in any state other than Colorado shall be eligible for a non-voting membership. Such member shall enjoy all the privileges of the Bar Association except those of voting and holding elective office.
C. Retired Members. Any attorney who has been an active member of the Bar Association for at least twenty (20) years and has retired from the active practice of law shall be eligible for membership as a retired member. Retired members pay membership fees of $35 unless they choose to not receive the newsletter.
D. Life Members. A life member is an active member who has been admitted to the bar of the highest court of Colorado or of any other state for at least fifty (50) years, who has been an active member of the CBA/BCBA for the most recent 10 years, and who has been certified by the Executive Director to have met the foregoing requirements. Life members shall enjoy all the right and privileges of active members at no cost.
E. Student Members. Any regularly enrolled student at an accredited school of law who resides in Colorado shall be eligible for student membership in this Bar Association. Student members shall enjoy all the privileges of the Bar Association except those of voting and holding elective office. There is no cost for membership.
F. Non-Lawyer/Associate Membership. An associate member is a non-lawyer whose primary occupation is directly involved in assisting attorneys on a regular basis in the delivery of legal services. Associate members shall be limited to paralegals, legal assistants, law office administrators, legal secretaries, court personnel, and bar association staff. All associate members will be required to have an attorney member sponsor their annual renewal and certify the non-lawyer is directly involved in assisting attorneys on a regular basis in the delivery of legal services. These members shall not be entitled to hold elective office or have voting rights, except they may chair or co-chair the non-lawyer/associate committee and have full voting rights in such committee. Such members shall be entitled to all benefits of membership except as set forth herein.
G. Interprofessional Members. Professionals, such as accountants, health and mental health care providers, realtors, engineers, law office consultants, mediators, and architects, whose profession involves them in the legal system, may become interprofessional members. The only right associated with interprofessional membership shall be the right, in return for dues to be set by the Board of Directors, to receive notice of events and to attend section meetings.
Section 2. Termination of Membership. The Board of Directors, by two-thirds vote of all members of the Board, may suspend or expel a member for cause after an appropriate notice and hearing. The membership of any member who shall be in default in any payment of dues fixed in Article V of these Bylaws shall be terminated as provided in Article V of these Bylaws.
Section 3. Resignation. Any member may resign by filing a written resignation with the Board or with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 4. Reinstatement. Upon written request signed by a former member, who has been terminated under Section 2, and filed with the Executive Director, the Board of Directors may, by the affirmative vote of two-thirds of the directors of said Board, reinstate such former member or membership upon such terms as the Board of Directors may deem appropriate.
Section 5. Transfer of Membership. Membership in the Bar Association is not transferable and non-assignable.
Section 6. Definition of Elective Office. For purposes of this Article IV, “elective office” shall mean any office for which election by the membership is necessary including, but not limited to, the office of director on the Board of Directors, Secretary-Treasurer, President-elect and President.
Section 7. Use of the word “Member.” Any member in any class of membership may be referred to as a “member”. Despite any such designation, only qualified full active members and life members under Section 2 of this Article IV shall be entitled to vote or to hold elective office.
Article V. DUES.
Section 1. Establishment of Dues. The Board of Directors shall establish dues and admission fees for each class of membership, and further, shall establish the manner and method of payment of said dues.
Section 2. Payment of Dues. The Board of Directors may enter into an agreement whereby all dues of the Bar Association are collected for the Bar Association by the Colorado Bar Association, with reimbursement then made by the Colorado Bar Association to the Bar Association.
Section 3. Delinquency and Cancellation. The names of any members who have not paid their annual dues to the Bar Association of the current fiscal year shall be stricken from the membership rolls of the Bar Association. Said member may be reinstated upon payment of dues.
Section 4. Refunds. The Board of Directors may establish such procedures and rules for the refunding of any dues paid by a member, as it deems appropriate.
ARTICLE VI. MEMBERSHIP MEETINGS.
Section 1. Annual meeting. The annual meeting for election of officers and directors shall be held during the month of May or June of each year, the exact date thereof to be established each year by the Executive Committee. The officers and directors shall take office on July 1 following their election.
Section 2. Special Meetings. Special meetings of the members may be called by the Board of Directors or by a simple majority of the members.
Section 3. Notice of Meetings. Except as elsewhere provided herein, not less than five days notice of meeting shall be provided to the membership. In the case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail or electronically mailed, addressed to the member at his/her address as it appears on the records of the Bar Association with postage thereon prepaid.
Section 4. Place of Meeting. The Board of Directors may designate any place within the State of Colorado as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. The place of meeting for a special meeting called by a simple majority of the members shall be as designated by said simple majority.
Section 5. Waiver of Notice. When any notice is required to be given to any member by law or under the provisions of the Articles of Incorporation or Bylaws of the Bar Association, a waiver thereof in writing signed by the person entitled to that notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 7. Quorum. Fifty (50) members of the Association shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 8. Voting. Except as otherwise provided by law, by the Articles of Incorporation or by the Bylaws, a majority of the votes cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter considered.
Section 9. Rules. Except as otherwise herein provided, meetings shall be conducted according to the usual parliamentary rules as prescribed by Roberts Rules of Order.
ARTICLE VII. BOARD OF DIRECTORS.
Section 1. General Powers. The affairs of the Bar Association shall be managed by the Board of Directors, and all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Bar Association shall be controlled by the Board of Directors except as reserved to members.
Section 2. Composition and Term. The Board of Directors shall consist of not less than nine (9) members, five (5) of whom shall be elected directors by a majority vote of the members present at the annual meeting of the Bar Association. The other four (4) directors shall be the current President, the President-elect, the Secretary-Treasurer, and the last immediate Past-President of the Bar Association. The voting members of the Board of Directors other than the officers and immediate Past-President, shall be elected for a term of three (3) years, and the term of the President, President-Elect, Secretary/Treasurer and immediate Past President shall be one year. The Board shall include as ex-officio and non-voting members a judicial officer of the Boulder District Court, a designated representative of the University of Colorado School of Law, the President of the Boulder County Bar Foundation, and a student from the University of Colorado School of Law chosen by the Student Bar Association, or their designees, shall serve a one year term.
Section 3. Special Seat on the Board for Member Outside the City of Boulder. It shall be an aspiration of the Bar Association that at least one position on the Board of Directors shall be held by a member whose primary office and place of work is outside the city limits of the City of Boulder.
Section 4. Vacancy. The Board of Directors shall have power, except as herein otherwise expressly provided, to fill any vacancy on the Board or in any office or position of the Association, the Executive Committee, or any other committee, regardless of whether such vacancy be an elective or appointive office or position. Any such appointee to fill a vacancy shall serve the unexpired term.
Section 5. Qualification of Directors. All directors shall be full members of the Bar Association.
Section 6. Specific Powers and Duties. Subject to powers exercised by the members and as may be limited by the members, the Board of Directors shall manage the affairs of the Bar Association, including the management of the property, funds and policies of the Bar Association, and shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws. Further, the Board of Directors shall have full and complete power, either by itself or through its appropriate officers, to sell, lease, encumber or to otherwise dispose of any real or personal property of the Bar Association, to invest or reinvest the proceeds thereof, or any portion of the income not used as hereinafter provided, in such real or personal property as it deems expedient; to loan money other than to officers and directors, which money comprises the fund of the Bar Association, and to take such security therefor as it deems appropriate; to borrow money to protect and enhance the value of any of the Bar Association’s property, or to carry out the purposes of the Bar Association and to pledge or mortgage such property, or any part thereof, for such indebtedness; to execute such deeds, mortgages, bills of sale, notes or other conveyances or documents necessary to the management, control, sale or disposition of the property of the Bar Association, or any part thereof; to pay all the expenses of maintaining and managing the property of the Bar Association, including all taxes, if any, levied thereon; to appoint an Executive Director to carry out the Bar Association’s business, and to contract with any other individual as an independent contractor, as necessary to carry out the business of the Bar Association; and employ such agents, servants, and employees as may be necessary for the proper functioning of the Bar Association, and to fix reasonable compensation therefore; to collect all debts due the Bar Association and to compromise the same as it deems best, to settle, compromise and litigate all claims by or against the Bar Association or its property and generally to manage, hold, and dispose of its property in such manner as may be most expedient for the benefit of the Bar Association; provided that the granting of the specific powers herein or hereafter to the Board of Directors shall not be construed in any way as a limitation on the general powers hereby granted, or powers granted by the Articles of Incorporation or the law of the State of Colorado.
ARTICLE VIII. DIRECTORS’ MEETINGS.
Section 1. Place of Meetings. Meetings of the Board of Directors shall be held at the principal office of the Bar Association, or any place within the State of Colorado.
Section 2. Notice of Meetings. The Board of Directors shall meet generally on a monthly basis, and upon at least ten (10) days notice by the President, which notice shall specify the place, the date, and the hour of the meeting. The President may delegate the actual giving of notice to the Executive Director or any other officer of the Bar Association.
Any four members of the Board may also call a meeting upon at least ten (10) days notice, which notice shall specify the place, the date, and the hour of the meeting, and shall state the business for which the meeting has been called.
Section 3. Quorum. The presence of one-third (1/3) of the voting directors shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting may be adjourned, from time to time, by a vote of a majority of the directors present, but no other business may be transacted. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Notice of adjourned meetings need not be given, except when the adjournment is thirty (30) days or more.
Section 4. Manner of Acting. Unless otherwise provided herein, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The adoption of a formal position on a matter of public policy shall require the affirmative vote of two thirds of the total number of board members.
Section 5. Voting by Mail, Telephone or Other Means. Votes may be taken by mail, electronic mail, facsimile, or telephone, and any matter receiving a majority vote of the members present by such means shall be deemed to have passed.
Section 6. Formal Action by Directors. Any action required to be taken at a meeting of directors, or any other action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Any action taken pursuant to a prior authorization or confirmed or approved by subsequent ratification, signed by all directors entitled to vote with respect to the subject matter thereof, shall be deemed to have the same force and effect as if such action had been taken in, or pursuant to a resolution adopted in a regularly called for constituted meeting of the Board of Directors.
Section 7. Waiver of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called and convened. When any notice is required to be given to any director by law or under the provisions of the Articles of Incorporation or Bylaws of the Bar Association, a waiver thereof in writing, signed by the person entitled to that notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE IX. ELECTION OF DIRECTORS AND OFFICERS, DUTIES OF OFFICERS.
Section 1. Composition and Election of Officers. The Secretary-Treasurer shall be chosen from the membership and shall be elected by a majority vote of the members at the annual meeting to serve for one (1) year commencing with the beginning of the next fiscal year. The President-Elect shall be the person serving as Secretary-Treasurer at the time of the annual meeting and shall serve for one (1) year commencing with the beginning of the next fiscal year. The President shall be the person serving as President-Elect at the time of the annual meeting and shall serve for one (1) year commencing with the beginning of the next fiscal year.
Section 2. Nominations. Nominations for the elective offices and for the Board of Directors’ vacancies shall be made by a nominating committee consisting of three (3) past presidents of the Association, the President of the Association, the President-Elect of the Association, the Secretary-Treasurer of the Association, the five (5) elected Directors of the Association, and three (3) members of the Association appointed by the President, of which one (1) member shall have been a member of the Association for not more than seven (7) years, one (1) member shall have been a member of the Bar Association for more than eighteen (18) years, and one (1) member shall practice from a primary office outside the city limits of the City of Boulder. If any of said committee members are deceased or unable or unwilling to serve, the President shall appoint a replacement.
The nominating committee shall, at least thirty (30) days before the annual meeting, make the nominations and report them to the Secretary-Treasurer. The executive director shall thereupon provide a list of such nominees to all members and notify them that further nominations may be made by filing a letter to the bar association office at least fifteen (15) days before the annual meeting. The executive director shall provide notice of the annual meeting to all members at least ten (10) days before the meeting and shall include a list of all nominations made and indicate which were made by the nominating committee. Ballots for persons other than those nominated in accordance with the provisions of this section shall be void.
Any of the above duties ascribed to the Secretary-Treasurer may be delegated to the Executive Director or other Bar Association administrative personnel.
Section 3. Duties. All officers shall perform the duties usually performed by such officers and those hereinafter set forth.
The President shall preside at all meetings of the Bar Association and be an ex-officio member of all committees and sections. The President shall have the power to delegate duties to the President–elect.
The President-elect shall perform the duties of the President in the event of the latter’s absence or inability to perform the President’s duties.
The Secretary-Treasurer shall prepare an annual budget for approval by the Board of Directors, supervise collection and disbursement of all funds and accounts of the Bar Association; report to the Board of Directors on the financial condition of the Bar Association whenever directed; and perform such duties as are from time to time assigned by the Board of Directors.
Any of the above ministerial functions may be delegated by the designated officer to the Executive Director of other appropriate Bar Association personnel.
Section 4. Resignation, Removal and Vacancies. Any officer or director may resign, at any time, by giving formal notice to the Board of Directors, or to the President, or to the Secretary-Treasurer of the Bar Association. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or director, elected or appointed, may be removed by the Board of Directors for cause.
A vacancy in any office, because of death, resignation or removal, or for any other reason, may be filled for the unexpired portion of the term by the Board of Directors at any meeting succeeding the occurrence of such vacancy.
Section 5. Expenses. The Board of Directors shall reimburse any officer for any reasonable expense personally incurred in the course of the operation of the Bar Association, but no compensation shall be paid.
ARTICLE X. EXECUTIVE DIRECTOR
Section 1. Generally. Administrative personnel shall be appointed by the Board of Directors and shall serve at the will of the Board. The number of such administrative personnel, the compensation paid and other conditions of employment will be determined by the Board of Directors on a year to year basis.
Section 2. Executive Director. The Executive Director shall perform those managerial and administrative functions normally associated with that of an executive director, office manager and chief administrative employee. Such duties shall include, but shall not be limited to, maintaining an accurate roll of all members, arranging board and committee meetings, issuing notices of meetings called by the President, assisting the Secretary-Treasurer in the preparation of annual budgets, performance of regular administrative and financial functions and record keeping, providing assistance to the Board and the committees and sections for the Bar Association projects, and supervision of other Bar Association personnel. The Executive Director shall keep records of all proceedings of all meetings of the Bar Association, the Board of Directors, and the Executive Committee, conduct the ministerial correspondence of the Bar Association and keep its seal. The Executive Director shall supervise or cooperate in the publication and distribution of any legal publication of which the Bar Association participates or is otherwise concerned, as the Board shall direct.
ARTICLE XI. SECTIONS AND COMMITTEES.
Section 1. Sections. Sections focused on specific areas of substantive law or on specific needs of the Bar Association shall be established by the Board of Directors and shall continue from year to year. Members of the Bar Association are eligible to join any Section unless expressly prohibited by the Articles of Incorporation or these Bylaws. The co-chairs of each Section shall be appointed by the President for a term of two years.
Section 2. Special Committees. The President may appoint special committees to address special matters as needed. The membership of said special committees need not include any members of the Board of Directors. No matter shall be referred to a special committee if it is within the province of a Section. The President shall report to the Board of Directors the appointment of any special committee and the Board shall have the right at any time to abolish any such special committee.
Section 3. Executive Committee. The Executive Committee of the Bar Association shall be composed of all of the officers of the Bar Association. The Executive Committee shall have general supervision of the affairs of the Bar Association between meetings of the Board of Directors, shall have such powers as are ascribed to it elsewhere in these Bylaws, shall fix the hour and place of its meetings, shall make recommendations to the Board of Directors and shall be subject to the orders of the Board of Directors. None of these acts shall conflict with actions taken by the Board of Directors. The Executive Committee may recommend actions, programs, and policies to the Board of Directors, and may delegate any of its powers and obligations to any other committee of the Board or to the Executive Director. Such delegation of powers and duties shall be upon the terms and conditions as set by the Executive Committee consented to by the Board of Directors. The Executive Committee shall perform such other duties as the Board of Directors shall direct. The Executive Committee shall not release the Board of Directors from any liability.
Section 4. Standing Committees. The Board, by resolution, may create standing committees which shall continue from year to year, not necessarily composed of board members to address continuing concerns or tasks of the Bar Association. The President shall appoint the chair and if desired by the President, a co-chair of each such committee for a term of one year, which chair shall select the members of the committee.
Section 5. General. Committee and section chairs may appoint subcommittees at their discretion.
Unless otherwise provided by Board resolution, no action, report, resolution or recommendation of a committee or section shall be deemed the action of the Bar Association or be publicized, unless formally ratified or adopted by the Executive Committee, the Board of Directors, or the membership.
ARTICLE XII. FISCAL YEAR.
The fiscal year of the Bar Association shall be fixed to commence on July 1st of each year.
ARTICLE XIII. NOTICES.
Whenever any notice is required to be given to any director by statute, or by these Bylaws, whether of a meeting or for some other purpose, said notice may be given personally, or sent to such director by mail, telephone, or electronic mail, charges prepaid, addressed to such director at his/her address, as it is shown on the records of the Bar Association. In case such notice is mailed, it shall be deemed given at the time when the same is deposited in the United States Mail.
ARTICLE XIV. CERTIFICATES OF MEMBERSHIP.
Section 1. Certificates. The Board of Directors may provide for the issuance of certificates evidencing membership in the Bar Association, which shall be in such form as may be determined by the Board. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Bar Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine. When a member has been appointed or entitled to membership and has paid any initiation fee and dues as prescribed by the Board of Directors, a certificate of membership shall be issued in his/her name and delivered to him/her.
ARTICLE XV. DISSOLUTION OF BAR ASSOCIATION.
This organization is organized exclusively for the purposes set forth in Article III of the Articles of Incorporation. Its activities shall be conducted for the aforesaid purposes and in such manner that no part of the net earnings shall inure to the benefit of any member, director, officer or other private individual. Upon the dissolution of the Bar Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Bar Association, dispose of all of the assets of the Bar Association exclusively for the purpose of the Bar Association in such manner, or to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as exempt organizations under Section 501(c)(6) or 501 (c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of the Bar Association is then located, exclusively for such purpose or purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XVI. AMENDMENTS.
The Board of Directors may provide for the amendment of these Bylaws in either of two ways:
A. Amendments may be made at any meeting of the Association by the majority vote of all members present; provided that seven (7) days written or printed notice of the proposed amendment shall have first been sent to all members by the Secretary.
B. Amendments may be adopted at a meeting of the Board of Directors by affirmative vote of two-thirds (2/3) of Board members present. No amendment shall be considered by the Board for adoption by it except by unanimous consent of those present, unless a copy of the proposed amendment shall have been sent to each member of the Board before the scheduled meeting.
ARTICLE XVII. CORPORATE SEAL.
The Board of Directors shall provide a corporate seal which shall be circular in form and have inscribed thereon the name of the Bar Association, the state of incorporation and the words “Corporate Seal” and “Nonprofit”. Such seal may be engraved, lithographed, printed, stamped, impressed upon or affixed to any contract, conveyance or other instrument executed by the Bar Association.
ARTICLE XVIII. MISCELLANEOUS.
Section 1. Limitation on Purpose. The Bar Association shall not engage in any other purposes than are set forth in the Articles of Incorporation.
Section 2. Distribution of Earnings. No part of the net earnings of the Bar Association shall inure to the benefit of any member, director, officer or other private individual.
Section 3. Interpretation of Bylaws. It is the intent of the Bar Association to qualify for exemption under Section 501(c)(6) of the Internal Revenue Code of 1954, as amended. Therefore, these Bylaws should be interpreted in the fashion and manner to provide for satisfaction of any requirements in said section, or any other requirements which pertain to qualifications of exempt organizations, and in addition, the organization shall be operated in such manner as to so qualify.
Section 4. Gifts. The Board of Directors may accept, on behalf of the Bar Association, any contribution, gift, bequest or devise for its general purpose or for any special purpose of the Bar Association.
Section 5. Representatives to the Colorado Bar Association. The Representatives of this Bar Association on the Board of Governors of the Colorado Bar Association shall be appointed by the Board of Directors, and shall serve for a term of two (2) years with said term to commence on July 1 following their appointment. No member shall serve more than three (3) consecutive terms.
ARTICLE XIX. EFFECTIVE DATE.
These Bylaws shall become effective when they shall be duly passed by the Board of Directors of the Bar Association.
PASSED THIS DAY _June 5, 2008
CONFLICT OF INTEREST
Except as otherwise provided by law or in the Articles, no contract or other transaction of the corporation shall, in the absence of fraud, be affected or invalidated by the fact that any Director, Officer, Employee or Agent of the Corporation or any corporation, firm or association of which he or she may be a director, officer, stockholder, member, employee or agent may be a party to or may have an interest, pecuniary or otherwise, in, any such contract or other transaction. All Directors, Officers, Employees or Agents of the Corporation are required to disclose to the appropriate parties any conflicting action to which they have been a party and to agree to report any potential future conflicts of interest of which they have become aware (Exhibit ).
Learning from Sarbanes-Oxley
A Checklist for Charities and Foundations
Created to rebuild public trust in the corporate community in the wake of corporate and accounting scandals, the American Competitiveness and Corporate Accountability Act, or Sarbanes-Oxley Act, requires that publicly traded companies conform to new standards in governance, financial transactions, and audit procedures. BoardSource and Independent Sector have made recommendations on how charities and foundations can voluntarily incorporate certain provisions of the Act into their operations in their publication, The Sarbanes-Oxley Act and Implications forNonprofits, www.IndependentSector.org.
A checklist for charities and foundations includes:
1. Insider Transactions and Conflicts of Interest
! Understand and fully comply with all laws regarding compensation and benefits provided to
directors and executives (including “intermediate sanctions” and “self-dealing” laws).
! Do not provide personal loans to directors and executives.
! In cases in which the board feels it is necessary to provide a loan, however, all terms should
be disclosed and formally approved by the board, the process should be documented, and
the terms and the value of the loan should be publicly disclosed.
! Establish a conflict of interest policy and a regular and rigorous means of enforcing it.
2. Independent and Competent Audit Committee
! Conduct an annual external financial audit (the boards of very small organizations, for whom
the cost of an external audit may be too burdensome, should at least evaluate carefully
whether an audit would be valuable).
! Establish a separate audit committee of the board.
! Board members on the audit committee should be free from conflicts of interest and should
not receive any compensation for their service on the committee.
! Include at least one “financial expert” on the audit committee.
! The audit committee should select and oversee the auditing company and review the audit.
! Require full board to approve audit results.
! Provide financial literacy training to all board members.
3. Responsibilities of Auditors
! Rotate auditor or lead partner at least every five years.
! Avoid any conflict of interest in staff exchange between audit firm and organization.
! Do not use auditing firm for non-auditing services except tax form preparation with preapproval
from audit committee.
! Require disclosure to audit committee of critical accounting policies and practices.
! Use audit committee to oversee and enforce conflict-of-interest policy.
4. Certified Financial Statements
! CEO and CFO should sign off on all financial statements (either formally or in practice),
including Form 990 tax returns, to ensure they are accurate, complete, and filed on time.
! The board should review and approve financial statements and Form 990 tax returns for
completeness and accuracy.
! Disclose Form 990 and 990-PF in a current and easily accessible way (also required of all
nonprofit organizations by IRS law).
! File 990 and 990-PF Forms in a timely manner, without use of extensions unless required by
! Disclose audited financial statements.
! Move to electronic filing of Form 990 and 990-PF.
6. Whistle-Blower Protection
! Develop, adopt, and disclose a formal process to deal with complaints and prevent
! Investigate employee complaints and correct any problems or explain why corrections are
7. Document Destruction
! Have a written, mandatory document retention and periodic destruction policy, which
includes guidelines for electronic files and voicemail.
! If an official investigation is underway or even suspected, stop any document purging in
order to avoid criminal obstruction.
Note: This is an abbreviated list. For a discussion of the law and recommendations for charities and
foundations, see the BoardSource-Independent Sector publication, The Sarbanes-Oxley Act and
Implications for Nonprofit Organizations, www.independentsector.org/issues/SarbanesOxley.html.