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.