BOULDER COUNTY BAR ASSOCIATION
2015 AMENDED AND RESTATED BY-LAWS
ARTICLE I. NAME.
The name of the organization shall be BOULDER COUNTY BAR ASSOCIATION, or such other name or names that may be used for the purposes herein described. The organization is designated herein as “Bar Association” or “Association.”
ARTICLE II. OFFICES.
Section 1. Principal Office. 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, as set forth in the Articles of Incorporation may be changed, from time to time, by the Board of Directors. The Bar Association shall have and continuously maintain in the State of Colorado a registered agent, as required by the Colorado Revised Nonprofit Corporation Act.
ARTICLE III. ORGANIZATIONAL PURPOSES.
The organizational purposes 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. Member Classes. The Bar Association shall be composed of members in the classes set forth below.
A. Voting Members. Qualification for voting membership shall require that the member be duly admitted to practice law by the Supreme Court of the State of Colorado and 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. Voting Members may fall within one of the following classes:
(i) Young/New Lawyers. Voting Members of the Bar Association who have been admitted to practice for three (3) years or less or are age thirty-seven (37) or younger will be eligible for reduced dues and CLE costs as determined by the Board of Directors.
(ii) Judicial Members. The requirements of practicing or residing in Boulder County and membership in the Colorado Bar Association do not apply to judges and magistrates.
(iii) Government Lawyers. 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, and may be eligible for reduced dues, subject to the discretion of the Board of Directors.
(iv) 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 Colorado Bar Association and the Bar Association for the most recent ten (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, including voting rights and the right to hold elective office, at no cost.
B. Non-Voting Members. Qualifications for non-voting membership shall require one of the conditions set out below.
(i) Lawyer Non-Voting Members. Any lawyer admitted to the practice of law by the Supreme Court of the State of Colorado or 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.
(ii) Retired Members. Any attorney who has been a Voting Member of the Bar Association for at least ten (10) years and has retired from the active practice of law shall be eligible for membership as a retired member. Retired members pay annual membership fees as determined by the Board of Directors. Such member shall enjoy all the privileges of the Bar Association except those of voting and holding elective office.
(iii) 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 student membership.
(iv) Non-Lawyer/Associate Members. 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 a Voting 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 section and have full voting rights in such section. Such members shall be entitled to all benefits of membership except as otherwise set forth herein.
(v) 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 a two-thirds vote of all voting members of the Board, may suspend or expel a member for cause after providing said member with not less than ten (10) calendar days’ notice of the opportunity to be heard by the Board and, should the member so desire, the actual opportunity to be heard at the time and place specified in the notice provided. The membership of any member who is in default in any payment of dues fixed in Article IV of these Bylaws shall be terminated as provided in 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 (2/3) of the voting 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 non-transferable and non-assignable.
Section 6. Special Terminology.
A. 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.
B. Any member in any class of membership may be referred to as a “member.” Despite any such designation, only qualified Voting Members under Section 1.A. of this Article IV shall be entitled to vote or to hold elective office.
Section 7. Dues.
A. Establishment of Dues. Except as set forth in these Bylaws, 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.
B. Payment of Dues. The Board of Directors may enter into an agreement whereby 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 Boulder County Bar Association.
C. Delinquency and Cancellation. The names of any members who have not paid their annual dues to the Bar Association for the current fiscal year shall be stricken from the membership rolls of the Bar Association, as determined by the Board of Directors. Said member may be reinstated upon payment of dues, subject to the discretion of the Board of Directors.
D. 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.
Section 8. Membership Meetings.
A. 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 or the Board of Directors. The officers and directors shall take office on July 1 following their election.
B. Special Meetings. Special meetings of the members may be called by the Board of Directors or by a simple majority of the voting members.
C. Notice of Meetings. Notice of meeting shall be provided to the membership, no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, no fewer than thirty (30)) nor more than sixty (60) days before the meeting is to be held, which notice shall specify the place, the date, the hour, and the agenda for the meeting. 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. 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 mailing or email address as it appears on the records of the Bar Association with postage thereon prepaid if appropriate.
D. 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, and shall state the designated place of meeting in the notice. The place of meeting for a special meeting called by a simple majority of the members shall be as designated by said simple majority at any place within the State of Colorado.
E. 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 these Bylaws, 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. Presence at a meeting or event by any person entitled to notice shall also be equivalent to the giving of such notice.
F. Quorum. Fifty (50) voting 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, without further notice, adjourn the meeting to a date and time not more than sixty (60) days in the future, but no other business may be transacted.
G. Voting. Except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws, a majority of the votes cast on a matter to be voted upon by the voting members present or represented by written proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter considered.
H. Rules. Except as otherwise herein provided, meetings shall be conducted according to the usual parliamentary rules as prescribed by Roberts Rules of Order to include, but not limited to rules related to motions and formal readback thereof. The Executive Director shall have on hand and/or readily available a copy of the most recent publication of Roberts Rules of Order.
Section 9. Sections and Committees.
Sections. Sections focused on specific areas of substantive law or on specific goals, purpose or needs of the Bar Association shall be established by the Board of Directors and shall continue from year to year. Sections shall be headed by co-chairs and shall have a member of the Board Director as a liaison, the latter of which shall be responsible for finding replacement co-chairs as needed. Board liaisons and section co-chairs shall be listed in the formal records of the Association. 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 (2) years.
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 an existing 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 by unanimous vote of all voting directors. A special committee shall have the authority only to make recommendations to the Board of Directors, and may not be delegated any of the powers given to the Board of Directors under these Bylaws.
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 Board of Directors, or the membership as appropriate.
Section 10. Rights to Records. A Voting Member shall be entitled to inspect and copy the Bar Associations records in accordance with Section 3 of Article VII of these Bylaws by complying with the requirements therein.
ARTICLE V. 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 the members.
Section 2. Composition and Term. The Board of Directors shall consist of nine (9) voting members, five (5) of whom shall be elected by a majority vote of the members present at the annual meeting of the Bar Association to terms of appropriate length to fill available positions on the Board, but not to exceed three (3) years. The other four (4) voting members shall be the current President, the President-elect, the Secretary/Treasurer, and the Immediate Past-President of the Association. The terms of the President, President-Elect, Secretary/Treasurer and Immediate Past President shall each be one (1) year. The Board may include as ex-officio, non-voting members (i) a judicial officer of the Boulder District Court chosen by the Chief Judge of the 20th Judicial District; (ii) a designated representative of the faculty and staff of the University of Colorado School of Law chosen by the Dean of such law school or his or her designee; (iii) the President of the Boulder County Bar Foundation; and (iv) a student from the University of Colorado School of Law chosen by the Student Bar Association or their designees. Each ex-officio, non-voting member of the Board shall serve for a term of two (2) years, except for the student representative, who shall serve for a term of one (1) year. Any member of the Board of Directors may serve unlimited consecutive terms.
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 (1) position on the Board of Directors be held by a member whose primary office and place of work is within Boulder County but outside the city limits of the City of Boulder.
Section 4. Vacancy. The Board of Directors, or the membership at the Annual Meeting, shall have the power, except as herein otherwise expressly provided, to fill the unexpired term of any vacancy on the Board or in any office or position of the Association, the Executive Committee, or any other section or committee, regardless of whether such vacancy be an elective or appointive office or position.
Section 5. Qualification. All directors shall be full, active voting members of the Bar Association.
Section 6. Specific Powers and Duties. Subject to powers exercised by the members and as maybe 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:
A. sell, lease, encumber or to otherwise dispose of any real or personal property of the Bar Association, invest or reinvest the proceeds thereof (pursuant to written policies that the Board may adopt and/or revise from time to time, as maintained in the formal records of the Association), or any portion of the income not used as hereinafter provided, in such real or personal property as it deems expedient;
B. loan money other than to officers and directors, which money comprises the fund of the Bar Association, and take such security therefor as it deems appropriate;
C. to borrow money to protect and enhance the value of any of the Bar Associations 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;
D. 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;
E. pay all the expenses of maintaining and managing the property of the Bar Association, including all taxes, if any, levied thereon;
F. hire an Executive Director to carry out the Bar Associations day to day business and set the compensation for the Executive Director;
G. contract with any other individual as agent, servant, employee or independent contractor, and fix the reasonable compensation therefor as may be necessary or appropriate to carry out the business and functioning of the Bar Association; and
H. 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.
Section 7. Meetings.
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.
Notice of Meetings. The Board of Directors shall meet generally on a monthly basis, and upon at least three (3) days’ notice by the President, which notice shall specify the place, the date, the hour and the agenda for the meeting. The President may delegate the actual giving of notice to any other officer or to the Executive Director of the Bar Association. Any matter raised at a meeting, but not included in the agenda therefor shall not be voted on at the meeting absent a unanimous agreement by all voting members present at such meeting to vote on the matter.
Special Meetings. Any four (4) members of the Board may also call a meeting upon at least two (2) 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.
Quorum. The presence of five (5) of the nine (9) voting directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting or portion of any meeting of the Board, a majority of the directors present may, without further notice, adjourn the meeting or a remainder thereof to a date and time not more than fifteen (15) days in the future, 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.
Manner of Acting. Unless otherwise provided herein, the act of a majority of the voting 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 (2/3) of the total number of voting board members.
Meetings by Telecommunication. One or more directors may participate in any meeting of the Board of Directors by, or the meeting may be conducted through the use of, any means of communication by which all directors participating can hear each other during the meeting. Such participation shall constitute presence in person at the meeting.
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 such writing may be received by the Association by electronically transmitted facsimile or other form of wire or wireless communication providing the Association with a complete copy thereof, including a copy of the signature thereto. 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.
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.
Section 8. Election of Directors and Officers; Duties of Officers.
A. 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 present 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. The Immediate Past President shall be the person serving as President at the time of the annual meeting and shall serve for one (1) year commencing with the beginning of the next fiscal year.
B. Nominations. Nominations for the elective offices and for the Board of Directors’ vacancies shall be made by a nominating committee consisting of:
(i) the three (3) past presidents of the Association,
(ii) the President of the Association,
(iii) the President-Elect of the Association,
(iv) the Secretary/Treasurer of the Association,
(v) the five (5) elected directors of the Association, and
(vi) 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 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 therefor. The final composition of the nominating committee shall be certified to the President-Elect by the Secretary/Treasurer not less than five (5) days prior to any meeting of the nominating committee.
The nominating committee shall, at least twenty (20) days before the annual meeting, make the nominations and report them to the Secretary/Treasurer. The Secretary/Treasurer 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. Not less than ten (10) days before the annual meeting, the Secretary/Treasurer shall certify to the President-Elect a list of all nominations made and indicate which were made by the nominating committee, and shall provide such list to all members along with notice of the annual meeting. 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.
C. Duties. Each officer and director shall perform the duties usually performed by such officers and those herein set forth.
(i) The Past President shall advise and assist the President in connection with the transition of the leadership of the Board of Directors, and shall serve on the Board of Directors for one (1) additional year.
(ii) The President shall preside at all meetings of the Bar Association and be an exofficio member of all committees and sections. The President shall have the power to delegate duties to the President-Elect.
(iii) The President-Elect shall perform the duties of the President in the event of the latter’s absence or inability to perform the Presidents duties.
(iv) 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 otherwise designated herein and as are from time to time assigned by the Board of Directors.
Any of the above ministerial functions may be delegated in writing by the designated officer to the Executive Director or other appropriate Bar Association personnel.
D. 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 after providing said officer or director with not less than ten (10) calendar days” notice of the opportunity to be heard by the Board and, should the member so desire, the actual opportunity to be heard at the time and place specified in the notice provided.
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.
E. 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.
F. Awards. No member of the Board of Directors shall be eligible for any award presented by the Bar Association.
Section 9. Indemnification.
Scope of Indemnification. The Bar Association shall indemnify each director and officer of the Bar Association to the fullest extent permissible under the laws of the State of Colorado, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section 9. The Bar Association may, but shall not be obligated to, indemnify any agent of the Bar Association not otherwise covered by this Section 9 to the fullest extent permissible under the laws of the State of Colorado.
Savings Clause and Limitation. Notwithstanding any other provision of these Bylaws, the Bar Association shall not indemnify any person to the extent that doing so would jeopardize or be inconsistent with the qualification of the Bar Association as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law).
Notwithstanding the foregoing clauses, expenses shall not be advanced by the Bar Association unless the Board of Directors determines that indemnification is permissible because (i) the indemnified party acted in good faith; (ii) the indemnified party reasonably believed (a) in the case of official conduct, that the conduct was in the best interests of the Bar Association, (b) in all other cases, that the indemnified party’s conduct was not opposed to the Bar Association’s best interests; and (c) his or her conduct was not unlawful; and (iii) the indemnified party confirms in writing a belief that (a) the above requirements have been satisfied, (b) indemnification is appropriate, and (c) in the circumstance where it is ultimately found that the above requirements have not been satisfied, advances by the Bar Association shall be repaid.
Section 10. Standards of Conduct.
A. Discharge of Duties. Each director shall discharge the director’s duties as a director, including as a committee of the Board of Directors, and each officer with discretionary authority shall discharge the officer’s duties under that authority (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director or officer reasonably believes to be in the best interest of the Bar Association.
B. Reliance on Information and Reports. In discharging relevant duties, a director or officer is entitled to rely on statements of fact or opinion, wherever found, if prepared or presented by: (i) any agent or committee of the Bar Association whom the director or officer reasonably believes to be reliable and competent regarding the matters presented; or (ii) legal counsel, a public accountant or another person for whom the matters are within professional or expert competence. A director or officer is not acting in good faith if acting with knowledge concerning the matter in question that vitiates justifiable reliance.
C. Liability to Bar Association or its Members. No liability to the Bar Association shall result if, and to the extent that, a director or officer performed the duties of the position in compliance with this Section 10.
Section 11. Conflict of Interest Transactions.
Definition. A conflict of interest arises when any “responsible person” or any “party related to a responsible person” has an “interest adverse to the Bar Association.” A “responsible person” is any individual in a position to exercise substantial influence over the affairs of the Bar Association, and necessarily includes, without limitation, directors and officers of the Bar Association. A “party related to a responsible person” includes his or her spouse, ancestors, descendants and siblings, and their respective spouses and descendants, or an entity in which the responsible person or any party related to a responsible person is a director, trustee, beneficiary, or officer or has a financial interest. “An interest adverse to the Bar Association” includes any interest in any contract, transaction or other financial relationship with the Bar Association, and any interest in an entity whose best interests may be impaired by the best interests of the Bar Association including, without limitation, an entity providing any goods or services to or receiving any goods or services from the Bar Association, an entity in which the Bar Association has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the Bar Association.
Disclosure. If a responsible person is aware that the Bar Association is about to enter into any transaction or make any decision involving a conflict of interest (a “conflicting interest transaction”), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of the Bar Association of the interest or position of such person or any party related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person’s knowledge that bear on the advisability of the Bar Association entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.
Approval. The Bar Association may enter into a conflicting interest transaction provided either:
The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or to a committee of the Board of Directors that authorizes, approves or ratifies the conflicting interest transaction, and the board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors on the board or committee, even though the disinterested directors are less than a quorum; or
The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Voting Members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Voting Members entitled to vote thereon; or
The conflicting interest transaction is fair as to the Bar Association.
Section 12. Committees.
A. Executive Committee. The Executive Committee of the Bar Association shall be composed of the four (4) 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 and consented to in writing by the Board of Directors, signed by the Secretary/Treasurer, and kept in the formal records of the Association. 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.
B. Standing Committees. Subject to applicable provisions of law, the Board of Directors, by resolution, may create one or more standing committees that shall continue from year to year, to address continuing concerns or tasks of the Bar Association and appoint one or more members of the Board to serve on them. The provisions of these Bylaws governing meetings, action without meetings, notice, waiver of notice and quorum and voting requirements of the Board of Directors shall apply to any committees so created and to the members appointed thereto. Each committee created by the Board of Directors shall have and may exercise the authority of the Board of Directors to the extent specified in the resolution creating such committee, except that no such committee shall have authority to take any of the actions specified in Section 7-128-206(4) of the Colorado Revised Nonprofit Corporation Act, or any successor provision thereof.
ARTICLE VI. EXECUTIVE DIRECTOR.
Section 1. Generally. Administrative personnel may 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 an annual basis.
Section 2. Duties. 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 or as otherwise permitted pursuant to these Bylaws,
▪ assisting the Secretary/Treasurer in the preparation of annual budgets,
▪ keeping records of the finances of the Bar Association in the Associations formal financial record files,
▪ performing regular administrative and book keeping functions including maintaining the formal records of the Association,
▪ performing regular financial maintenance, reporting and record keeping functions, including recording the incurrence of expenditures (a) as approved in the annual budget approved by the Board of Directors, (b) as otherwise approved by the Board of Directors by resolution, (c) in an amount up to $5,000 for any single expenditure or series of related expenditures, and (d) in an amount in excess of $5,000 for any single or series of related expenditures with the written approval of two (2) members of the Executive Committee,
▪ assisting the Board, committees and sections with Bar Association goals and projects,
▪ advising Association leaders in the discharge of their duties,
▪ keeping Association leaders apprised of issues that might affect the Association or the legal profession,
▪ supervising other Bar Association personnel,
▪ keeping records of all proceedings of all meetings of the Bar Association, the Board of Directors, and the Executive Committee in the Associations formal written record files,
▪ conducting the ministerial correspondence of the Bar Association and keeping any Association seal,
▪ supervising or cooperating with the publication and distribution of any legal publication of which the Bar Association participates or is otherwise concerned, as the Board shall direct,
▪ maintaining relations with affiliated state and national bar association organizations, and
performing such duties otherwise designated herein and as are from time to time assigned by the Board of Directors.
ARTICLE VII. MISCELLANEOUS.
Section 1. Fiscal Year. The fiscal year of the Bar Association shall be fixed to commence on July 1st of each year.
Section 2. 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 as appropriate, addressed to such director at his/her address telephone number or email 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.
Notice of a meeting shall be deemed to be delivered when deposited in the United States Mail, when a telephonic message is left or when electronically mailed, addressed to the member at his/her mailing address, telephone number or email address as it appears on the records of the Bar Association.
Section 3. Records.
A. The following records shall be maintained at the Principal Office:
a. Minutes, Etc. The Bar Association shall keep as permanent records minutes of all meetings of the members and board of directors, a record of all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the Bar Association, and a record of all waivers of notices of meetings of the members and of the board of directors or any committee of the board of directors.
b. Accounting Records. The Bar Association shall maintain appropriate accounting records.
c. Membership List. The Bar Association, or its agent, shall maintain a record of the members in a form that permits preparation of a list of the names and addresses of the members in alphabetical order, by class, showing the number of votes each member is entitled to vote.
B. Inspection of Records by Members.
a. Records Maintained at Principal Office. A member shall be entitled to inspect and copy, during regular business hours at the Bar Association’s principal office, any of the records of the Bar Association described in Section 3.A, provided that the member gives the Bar Association written demand at least five (5) business days before the date on which the member wishes to inspect and copy such records.
b. Other Records. A member is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Bar Association, any other records of the Bar Association, provided that the member gives the Bar Association written demand at least five (5) business days before the date on which the member wishes to inspect and copy such records, and satisfies the following requirements:
The member has been a member for at least three (3) months immediately preceding the demand to inspect or copy;
The demand is made in good faith and for a proper purpose reasonably related to the demanding member’s interest as a member;
The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
The records are directly connected with the described purpose.
If the member demands to inspect the record of members pursuant to this Section 3.B(b), the Bar Association may comply with such demand by furnishing to the member a membership list that complies with Section 3.B and that was compiled no earlier than the date of the member’s demand.
Director, officer, employee, or similarly empowered agent may refuse to produce or limit production of portions of any record under this Section 3 if the agent reasonably believes that such limitations protect the integrity and privacy of the Bar Association, its agents, or its members. Notwithstanding the previous sentence, when requested by a director of the Bar Association, the responsible agent must make best efforts to produce complete versions of all requested records.
Section 4. Certificates of Membership. 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 any certificate issued shall be entered on the records of the Bar Association. If any such 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 is entitled to membership and has paid any initiation fee and dues as prescribed by the Board of Directors, a certificate of membership may be issued in his/her name and delivered to him/her.
Section 5. Dissolution.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 1986, 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.
Section 6. Amendments.The Board of Directors may provide for the amendment of these Bylaws in either of two (2) ways:
A. Amendments may be made at any meeting of the Association by a majority of all voting members present; provided that a quorum is present and seven (7) days written notice of the proposed amendment shall have first been sent to all members by the Secretary/Treasurer.
B. Amendments may be adopted at a meeting of the Board of Directors at which a quorum is present, by the affirmative vote of two-thirds (2/3) of voting 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 voting member of the Board at least five (5) calendar days before the scheduled meeting.
Section 7. Corporate Seal.The Board of Directors may provide a corporate seal that shall be circular inform 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.
Section 8. Limitation of Purpose. The Bar Association shall not engage in any other purposes than are set forth in the Articles of Incorporation.
Section 9. 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 10. Interpretation. It is the intent of the Bar Association to qualify for exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law). 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 that pertain to qualifications of exempt organizations, and in addition, the organization shall be operated in such manner as to so qualify.
Section 11. 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 12. 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 VIII. EFFECTIVE DATE.
These Bylaws shall become effective when they shall be duly passed by resolution of the Board of Directors of the Bar Association.
PASSED THIS ___8__ DAY OF ____JUNE______, 2015.
ABIGAIL SMITH, SECRETARY/TREASURER
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.