BYLAWS

BYLAWS OF THE WASHINGTON COUNTY BAR ASSOCIATION PREAMBLE 

The Washington County Bar Association (‘WCBA”) is an organization of lawyers  associated for justice, service, professionalism, education, mentoring, social interaction and  leadership for our members and our community.

Through our mission, the Washington County Bar Association Board strives to inform  our legal community of matters related to the practice of law in our County. We provide  opportunities for new lawyers to connect with other lawyers through social interaction. Our  annual curriculum of continuing legal education is provided at reasonable prices in a relaxed  setting. Dinner following our CLE’s provides a rare opportunity for members of our legal  community to socialize and contributes to a close knit and supportive Washington County legal  community.

Dues paid by our members are used to support our mission and are not spent for political  purposes or to support other dues-based associations. Consistent with our mission we support  other legal organizations and associations which promote equal justice, legal education and  diversity in the legal community. We do so by promoting their events and causes free of charge  in our newsletter. We also encourage our members to support these other organizations and to  generally support legal education and the ongoing needs of our court system.

ARTICLE I: Membership 

Section 1. Membership Classes. There shall be two classes of members – Student Members and  Regular Members (hereafter shall be referred to as “Members” unless otherwise specifically  mentioned.)

1.1 Regular Member. Regular membership in the WCBA shall be restricted to  members of the Oregon State Bar who reside, practice, or work within Washington County, to  judges of any court within Washington County, and to judges of any statewide court.  Membership shall require payment of scheduled dues. The schedule for membership dues shall  be determined by the Board of Directors according to the rules articulated herein.

1.2 Student Member. Student members shall consist of individuals who are currently  attending and are in good standing an ABA accredited law school. Student members shall pay no  dues and shall have no voting rights, nor may they hold office. Excepting that the Board of  Directors may reserve one position for a student member if it so chooses, and the Board may  allow the student members to select the Board representative. A student member of the Board of  Directors shall be allowed to vote on matters that come before the Board. Student membership  terminates once the student member’s bar results are posted, or six months after the date of  graduation from law school if the member chooses not to sit for the bar.

Section 2. Member Rights and Benefits. Each Regular member of the WCBA shall be entitled  to nominate, vote for, and run for board membership and executive leadership positions, to

participate in WCBA activities, and speak before the Board of Directors during public comment  sections of Board of Directors meetings.

Section 3. Dues, Inactivity & Reinstatement. Membership dues shall be payable on an annual  basis. The Washington County Bar Association season runs from September through August.  Annual dues shall be paid on September first of each year. The amount of dues shall be set by  vote of the Board of Directors and shall not be changed more often than annually. The Board of  Directors may provide by resolution for the proration of dues during the last one-half of each  year. If a member fails to pay dues 90 days after they are due, that member shall be considered  an inactive former member. An inactive former member may elect either to rejoin or to reinstate  their membership.

Section 4. Termination of Membership. Notwithstanding the payment of dues, termination of  membership in the Oregon State Bar for any reason shall serve to terminate membership in the  WCBA. In the event of such termination, there shall be no refund of dues previously paid.

Section 5. Meetings of Membership; Notice. 

5.1 Types of Meetings:

5.1.1 Regular Meetings. The Board shall schedule regular CLE and Dinner  meetings of the general membership throughout the year on such dates, times as set by the  Board.

5.1.2 Special Meetings. Special Meetings of the membership may be called by  the President, a majority of the Board of Directors, or any ten (10) members entitled to vote at  such meeting.

5.1.3 Annual Meeting. The Annual Meeting shall be held in the month of June  each year, on such date, time and place as set by the Board. The election of Directors, Officers  and any other business shall be done at such meeting.

5.2 Place of Meeting. The place of meeting shall be selected by the Board of  Directors.

5.3 Notice of Meetings. Except for regularly scheduled monthly meetings of the  membership, a notice stating the time and place of a meeting and the purpose or purposes for  which the meeting is called shall be delivered via e-mail to each member not less than ten nor  more than 50 days prior to the date of the meeting. Members shall provide a current e-mail  address to the WCBA for the delivery of notices.

5.4 Quorum. Those members in attendance at a duly called meeting shall constitute a  quorum for conduct of the business of the WCBA.

5.5 Voting. Each member shall be entitled to one vote. Voting shall be in person at a  duly called meeting, and not by proxy. If the Board so decides, the vote may be held  electronically through a forum selected by the Board. Judicial preference polls, if performed,  shall be conducted according to the Rules of the Oregon State Bar Association. Failure to  maintain an office in Washington County shall not bar a member from voting on any matter.

ARTICLE II: Board of Directors 

Section 1. Duties; Number; Qualification. The business, property, and affairs of the WCBA  shall be managed by a Board of Directors, comprised of Officers and Directors, of not less than  seven nor more than eleven thirteen persons, all of whom shall be members. Directors shall be  those persons elected as officers together with at least five persons elected at-large. Officers and  Directors are unpaid representatives of the WCBA. Directors and Officers are expected to  participate in board functions including, but not limited to, committee work, CLE planning,  event planning, and contributions to the newsletter.

Section 2. Vacancies. A vacancy in the Board of Directors or Officer position shall be filled by a  vote of the majority of the remaining Directors. Alternatively, if the Board of Directors does not  fill the vacancy within 90 days, the Board of Directors may call for an election among the  general membership. The term of a director who fills a vacant position shall be for two years or  for the remaining term of the position vacated. Expansion of the Board shall be by a vote of the  majority of Directors. If the expansion is to exceed the number of seats allotted in these Bylaws,  the Bylaws must be first amended by a majority vote of the Board of Directors.

Section 3. Resignation or Removal of Directors. Directors may be removed only by a vote of  the general membership at a special meeting called for that purpose or at a regularly scheduled  meeting provided the purpose is announced at the previous meeting by the President or any ten

(10) members entitled to vote at such a meeting. Directors may also resign by submitting a  written notice to the Board.

Section 4. Meetings of the Board; Notice. 

4.1 Types of Meetings:

4.1.1 Regular Board Meetings. A schedule of regular meetings of the Board  may be fixed by resolution by the Board and no notice thereof other than the existence of such  resolution shall be required.

4.1.2 Special Meetings. Special meetings of the Board for any purpose may be  called at any time by the President, President-Elect, or any two Directors. Notice of the time and  place of special meetings shall be delivered by e-mail to Board Members not less than 72 hours  prior to the holding of the meeting.

4.1.3 Yearly Planning Meeting. The Board of Directors shall set a Yearly  Planning Meeting of the Board to occur no later than August of each year.

4.2 Waiver of Notice. Express waiver or attendance of a Director at a meeting shall  constitute a waiver of notice of such meeting.

4.3 Quorum; Action without a Meeting. A majority of the Directors shall constitute a  quorum for the transaction of business. Every act or decision done by a majority of the Directors

present at the meeting duly held at which a quorum is present shall be regarded as the act of the  Board of Directors, unless a greater number be required by law or these bylaws, except as  provided in the next sentence. A meeting at which a quorum is initially present may continue to  transact business notwithstanding the withdrawal of Directors, if any action taken is approved by  at least a majority of the required quorum for such a meeting.

4.3.1 Vote without Meeting. Any action that may be taken by the Directors at a  meeting may be taken without a meeting by unanimous consent of all Directors evidenced by a  memorandum subscribed to by all Directors setting forth the action so taken and filed with the  Secretary of the WCBA or by e-mail as evidenced by the compilation of the responses filed with  the Secretary of the WCBA. On urgent business requiring a vote before the next duly scheduled  meeting, the President may call for a vote via e-mail. In the case of an e-mail vote, a decision  must be made based upon the e-mail response by all members of the Board of Directors.

Article III: Officers 

President (The President-Elect from the previous year, shall automatically become the  President on July 1 the same year following the general membership election at the annual  meeting.) The President shall be the chief executive officer of the WCBA. The President shall  have the general and active management of the business of the WCBA, and shall see that all  orders and resolutions of the Board are carried into effect. The President shall execute contracts  on behalf of the WCBA except where required by law to be otherwise signed or executed or  where signature or execution thereof shall be expressly delegated by the Board of Directors to  some other officer or agent of the WCBA. The President shall preside at all meetings of the  WCBA and may call special meetings of the Board or the membership.

President-Elect. In the absence or disability of the President, the President-Elect shall  perform the duties and exercise the powers of the President. The President-Elect shall be  responsible for arranging for suitable and appropriate speakers at regularly scheduled meetings  of the membership and shall have such other duties as the Board of Directors shall prescribe. The  President-Elect shall succeed to the presidency in the next succeeding term. If the President is  unable to complete the one-year term to which they were elected or to which they succeeded, the  President-Elect shall assume the role of President for the remainder of the term through the end  of their originally elected term and then shall assume the duties of President as elected.

Treasurer. The Treasurer shall have the custody of the WCBA funds and securities, and  shall insure full and accurate accounts of the receipts, disbursements, and books belonging to the  WCBA, and shall verify deposits of all money and other valuable effects in the name and to the  credit of the WCBA. Such depositories may be designated by the Board of Directors. The  Treasurer shall verify disbursements the funds of the WCBA and when proper to do so, make  proper vouchers for such disbursements, and render to the President and Directors at meetings of  the Board or whenever the Board may require it, an account of all transactions of the Treasurer  and of the financial condition of the WCBA.

Secretary. The Secretary shall insure that a record of the minutes of the Board and all  proceedings are kept. The Secretary shall give, or cause to be given, notice of all meetings of the  Members and of the Board of Directors, and shall perform such other duties as may be  prescribed by the Board of Directors or President.

ARTICLE IV: Officers and Directors Elections 

Section 1. Nomination; Election; Term. 

1.1 Nomination. At the regularly scheduled monthly meeting immediately preceding  the Annual Meeting, or before the Annual Meeting if not able to give notice at the immediately  preceding regularly scheduled monthly meeting, of the Members, the Board of Directors shall  present a slate of persons proposed for the position of President Elect and for the expiring  positions of Directors elected at-large. Nominations may be made from the floor prior to the  election at the meeting these individuals are announced.

1.2 Election. The President Elect and Directors shall be elected at the Annual Meeting  of the Members. Voting shall take place electronically with the election concluding at the  beginning of the Annual Meeting or as otherwise determined by the Board no later than the  regularly scheduled monthly meeting immediately preceding the annual meeting. The results of  the election shall be announced at the conclusion of the voting period during the Annual  Meeting.

1.3 Terms. Except for the President Elect, Directors elected at-large shall serve for  two-year terms. The terms of Directors elected at large shall be staggered, with the odd number  of Directors to be elected in odd numbered years. All duly elected and qualified Officers and  Directors shall be inducted at the regularly scheduled monthly meeting of the members in June  of each year and shall be seated as of July 1 of each year.

1.3.1 Term Exception for President Elect. A Director elected by the Members  for the position of President Elect shall succeed to the Presidency regardless of the Director’s  term expiration. The term of the Director chosen as President Elect shall expire at the end of the  Director’s term as President.

Section 2. Vacancies. A vacancy in the Board of Directors shall be filled by a vote of the  majority of the remaining Directors. Alternatively, if the Board of Directors does not fill the  vacancy within 90 days, the Board of Directors may call for an election among the general  membership at the next Regular Meeting or at a Special Meeting. The term of a director who fills  a vacant position shall be for two years or for the remaining term of the position vacated.  Expansion of the Board shall be by a vote of the majority of Directors. If the expansion is to  exceed the number of seats allotted in these Bylaws, the Bylaws must be first amended by a  majority vote of the Board of Directors.

Section 3. Removal of Officers. The President and President-Elect may only be removed by the  a vote of the general membership at a meeting called for that purpose or voluntary resignation.  The secretary and treasurer may only be removed by a majority vote of the Board or voluntary  resignation. All voluntary resignations shall be in writing to the Board.

ARTICLE V: Committees 

Section 1. Accounting and Budge Committee. The Accounting and Budget Committee,  composed of not less than three members, shall meet within ten days after the new Secretary and  Treasurer are seated and shall review the records and accounts of the outgoing Secretary and  Treasurer prior to the new Secretary and Treasurer receiving such records and accounts. The  Accounting and Budget Committee shall prepare and propose an annual budget to be presented  at the Yearly Planning Meeting of the Board each year.

Section 2. Bench-Bar Committee. The Bench-Bar Committee, composed of not less  than five members, one of whom shall be the Washington County Presiding Judge, shall handle  concerns of mutual interest to the Bench and the Bar.

Section 3. Continuing Legal Education Committee. The Continuing Legal Education  Committee, composed of not less than three members, shall organize and promote continuing  legal education programs for the benefit of the membership.

Section 4. Law Library Committee. The Law Library Committee, composed of not less  than three members, shall plan with the Law Librarian matters relating to the Washington  County Law Library.

Section 5. Nomination Committee. The Nomination Committee, composed of not less  than three members, shall prepare annually a slate of the persons proposed for the Officer  position of President Elect, Secretary, and Treasurer, and for the expiring positions of Directors  at large.

Section 6. Public Affairs Committee. The Public Affairs Committee, composed of not  less than three members, shall organize and conduct educational programs and arrange for  speakers on legal related subjects and activities for the benefit of the general public in  Washington County and the Portland Metropolitan Area.

Section 7. Judicial Selection Committee. The Judicial Selection Committee, composed  of not less than three members, may, if requested by the Governor’s Office, form to evaluate  judicial candidates who have applied to the Oregon Governor’s Office for appointment to vacate  circuit court judicial positions. The Judicial Selection Committee may select members at-large  from the District Attorneys Office, The Metropolitan Public Defender’s office and other  stakeholders in our legal community to participate in the committee. At the conclusion of the  evaluation, the Judicial Selection Committee may elect to recommend on or more judicial  candidates to the Oregon Governor’s Office. Recommendations of the Judicial Selection  Committee shall remain confidential to the Board.

Section 8. Term of Committees. The Board of Directors, or the President with advice  and consent of the Board of Directors, may appoint other committees deemed necessary by the  Board of Directors or the President.

ARTICLE VI: Expenditures of Bar Funds 

All requests for expenditure of WCBA funds other than ordinary costs and ongoing expenses  shall be submitted to and approved by a majority of the Board of Directors consistent with  section 4.1 of Article II.

ARTICLE VII: Disposition of Assets Upon Liquidation or Dissolution 

Upon liquidation or dissolution of the WCBA, no part of the remaining assets shall inure to the  personal benefit of any member, but shall be distributed to the Oregon State Bar.

ARTICLE VIII: Amendment of Bylaws 

The Bylaws may be amended or repealed at any meeting of the members by a majority vote of  the members present, provided that notice of any such proposed change shall be both presented  to the members and filed with the Secretary at the meeting before the meeting at which such vote  is to be taken. Further, not less than ten copies of such proposed change(s) shall be made  available to the members at such preceding meeting.

ARTICLE IX: Ratification 

All versions of the Bylaw of the Washington County Bar Association previously adopted by the  membership are hereby repealed.

ARTICLE X: Other Provisions 

Section 10.1. Agents. The Board may employ such Agents as it deems necessary to assist the  Directors and members with the business of the WCBA. A job description and contract for  payment or wages shall be submitted and approved by a majority vote of the Board. A job  description for the Agent shall be filed and maintained by the Secretary. Any Agent appointed by  the Board of Directors may be removed whenever in its judgment the best interest of the WCBA  will be served thereby.

Section 10.2. Insurance. The WCBA may purchase and maintain insurance on behalf of any  agent of the WCBA against any liability asserted against or incurred by the agent.