Article IV
TRUSTEES



 

Section 1. Board of Trustees.   
The Association shall have a Board of Trustees which shall consist of the following Trustee positions:

(a) the six (6) Elective Officers of the Association (as set forth in Article VI, Section 1), with the exception of the Vice President, Diversity, Inclusion & Outreach (which serves for a two (2) year term), each to serve as a Trustee for a one-year term coextensive with the term of such elective Association Office;

(b) the President and President-Elect of the Barristers/Young Attorneys, , each to serve as a Trustee for a one-year term coextensive with the term of such appointive Association office;

(c) [intentionally omitted];

(d) six (6) Trustees elected by the members of the Association for two- year terms, three (3) of whom shall be elected each year;

(e) six (6) Trustees elected by the members of the Association for two- year terms, three (3) of whom shall be elected each year, who are members of at least one of the Affiliated Associations; and

(f) six (6) Trustees elected by the members of the Association for two- year terms, three (3) of whom shall be elected each year, who are members of at least one of the Sections of the Association. 

Section 2. Qualifications for Service as Trustee. 
Each Trustee shall, when initially elected or appointed and at all times during his or her term of service as a Trustee:

(a) for a period of no less than five (5) years or, solely in the case of the two Trustees provided for in subsection (b) of Section 1 of this Article, no less than one (1) year, have been (i) a member in good standing of the State Bar of California, (ii) a judge of a court of record in the State of California and/or (iii) a Registered In-House Counsel satisfying the requirements therefor provided for in the California Rules of Court;

(b) for a period of no less than three (3) years or, solely in the case of the two Trustees provided for in subsection (b) of Section 1 of this Article, no less than one (1) year, have been a member of the Association within one of the membership categories referred to in Sections 2 through 7 of Article II;

(c) solely in the case of Trustees provided for in subsection (e) of Section 1 of this Article, be a member of at least one Affiliated Association; and

(d) solely in the case of Trustees provided for in subsection (f) of Section 1 of this Article, be a member of at least one Section of the Association.

Section 3. Term Limits and Simultaneous Service for Two-Year Trustees. 
An individual elected to a two-year term as Trustee pursuant to any of subsections (d) through (f) of Section 1 of this Article:

(a) may not serve more than two (2) consecutive such two-year terms, but may continue service as a Trustee immediately following two consecutive such two- terms if elected or appointed a position whereby he or she serves as a Trustee pursuant to subsections (a) through (c) of Section 1 of this Article; and

(b) may simultaneously hold a position whereby he or she also serves as a Trustee pursuant to subsections (a) through (c) of Section 1 of this Article but, in such a case, the individual shall be counted as only a single member of, and have only one (1) vote on, the Board of Trustees.

Section 4. Powers and Duties. 
The Board of Trustees shall manage the affairs of the Association in accordance with the Articles of Incorporation and these Bylaws.

Section 5. Meetings. 
Subject to its own rules as to times, places and notices of meetings, the Board of Trustees shall meet from time to time, but at least six (6) times during each period from July 1 to the following June 30, and shall keep a record of its proceedings. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another, and all such Trustees shall be deemed to be present in person at such meeting. Nine members of the Board of Trustees or, if less than nine, a majority of the individuals then serving as Trustees (not counting any vacancies) shall constitute a quorum. No Trustee shall vote by proxy.

Section 6. Vacancies. 
Vacancies in any position of Elective Officer or Trustee may be filled by the Board of Trustees, vacancies in any position of Appointive Officer may be filled by the President subject to approval by the Board of Trustees, and each person filling any such vacancy shall serve the balance of the term and until the installation of a successor by election or appointment in the ordinary course; provided that (i) vacancies in any Trustee position provided for in subsection (b) of Section 1 of this Article (the Barristers/Young Attorneys President or President-Elect) may be filled within thirty (30) days upon designation by the Barristers/Young Attorneys’ Executive Committee or, in its failure to do so timely, then thereafter by the Board of Trustees, (ii) [intentionally omitted], and (iii) vacancies in any position of Trustee provided for in subsections (e) or (f) of Section 1 of this Article may be filled within thirty (30) days by the Board of Trustees only with a successor Trustee who is a member of an Affiliated Association or Section, as the case may be; provided further, however, that, the Board of Trustees may extend any such time period. The Board of Trustees may also leave any such Officer or Trustee position vacant for the balance of its then-current term.

Section 7. Failure to Remain Qualified. 
If a Trustee or Officer fails to maintain the qualifications associated with his or her election as a Trustee, the Board of Trustees may cause a written notice to be provided to the Trustee about such failure. If such failure has not been corrected within thirty (30) days of the delivery of such notice, the Board of Trustees may take such action as the Board deems appropriate, including removal. In the event of removal, the resulting vacancy may be filled in accordance with the provisions of Section 6 of this Article.

Section 8. Attendance. 
It shall be the responsibility of each Trustee to attend every meeting of the Board of Trustees and of each Board committee of which the Trustee is a member. Any Trustee who does not attend three consecutive Board meetings or (if applicable) Executive Committee meetings, or who attends fewer than two-thirds of the scheduled meetings of the Board or Executive Committee during any year of his or her term, without an excused absence approved by the President, will automatically be removed from the Board without the necessity of Board action.

Section 9. Rules and Regulations. 
The Board of Trustees may make its own rules as to times, places, and notices of meetings and its own rules of procedure, provided that all such matters shall be consistent with the provisions of this Article.