SDFLBA Bylaws (Amended June 22, 2020)
Bylaws of the San Diego Family Law Bar Association, Inc.
A Non-Profit Mutual Benefit Corporation
NAME AND PRINCIPAL OFFICE
1.1 Name and Office: The name of the organization is the San Diego Family Law Bar Association (hereafter “SDFLBA”). The principal office for the transaction of the business of the SDFLBA is fixed and located in the County of San Diego, State of California.
STATEMENT OF PURPOSES
2.1 Purposes: The SDFLBA is not organized for the private gain of any person. This Corporation (hereinafter “Organization”) is a nonprofit mutual benefit corporation. The specific purpose for which this Corporation is organized is for professional purposes to establish and maintain high standards of excellence among the attorneys and affiliates who are members of the San Diego Family Law Bar Association.
The specific goals of the SDFLBA are to:
- Provide affordable education to Family Law attorneys;
- Support efficient administration of the judicial system;
- Provide financial assistance to programs and organizations that benefit the Family Law Bench and Bar;
- Provide financial tuition assistance to deserving law students who show dedication to Family Law;
- Encourage collegiality, civility and mentoring among Family Law attorneys and to foster professional courtesy and respect;
- Encourage inclusivity in the Bar Association of all people regardless of race, religion, sexual orientation, ethnicity, gender, gender identity, disability and veteran status;
- Promote ethical standards for the practice of Family Law;
- Increase public awareness and respect for the practice of Family Law in the community;
- Provide service to the public, the legal profession, and the judiciary;
- Support legislation and other political activities that support the Family Law community;
- Support candidates for election to seats on the San Diego Superior Court;
- Support candidates for election to seats on the San Diego County Bar Association Board of Directors;
- Any other goal or purpose the Board of Directors deems appropriate.
3.1 Eligibility for General Membership: Any attorney who maintains an office in San Diego County and who is a member in good standing of the State Bar of California.
3.2 Eligibility for Affiliated Membership: Anyone whose primary work includes assistance to the Family Law Bar, including but not limited to forensic experts, child and family therapists, retired judges, and special masters.
3.3 Eligibility for Law School Faculty Membership: Anyone who is currently a law school professor or adjunct professor, either on a full- or part-time basis.
3.4 Eligibility for Paralegal Membership: Anyone who is employed by either a SDFLBA member attorney or a firm wherein at least one attorney is a member of the SDFLBA.
3.5 Eligibility for Student Membership: Anyone who is currently enrolled in a full- or part-time law school program.
3.6 Eligibility to Vote for the Board of Directors: In order to vote to elect a member to the Board of Directors, an individual must be a general member in good standing and must have paid his/her membership fee to the SDFLBA at least 30 days prior to the annual meeting, which is held in October each year.
3.7 Application for Membership: Any eligible person desiring to become a member of SDFLBA shall file a written application for membership. Upon receipt of his/her application and the payment of dues for the current year, the applicant shall become a member.
3.8 Dues: Annual dues of all members shall be determined and fixed from time to time by the Board of Directors and shall be payable in advance when billed by SDFLBA.
3.9 Failure to Pay Dues: Any member failing to pay his/her annual dues within sixty (60) days after the date of billing is suspended from membership and shall only be reinstated by the Board of Directors upon payment of all dues.
3.10 Admission and Expulsion: Admission or expulsion from membership shall be by the vote of a majority of the authorized number of Directors then in office.
3.11 Termination of Membership: The membership of any member shall terminate upon the occurrence of any one or more of the following:
- Resignation. Any member may resign from SDFLBA in writing submitted to the Organization at the SDFLBA mailing address. No pro rata refund of any membership fee, dues or assessments shall be made for the balance of the membership year (July 1 - June 30) in which the resignation is effective, or otherwise.
- Expiration and Disqualification. A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed. In the case of membership qualifications for which qualification requirements are established, membership of a member shall terminate upon the determination of the Board of Directors, that the member no longer meets the qualification requirements for membership in the Organization.
- Dues and Assessments. Membership shall terminate upon the failure of the member to pay dues or assessments within the time periods established by the Board of Directors.
- Expulsion or Suspension. Membership of a member shall terminate upon the determination of the Board of Directors after hearing duly held in accordance with this Section 3.11(D), that the member has failed in a material respect to observe the rules of conduct promulgated from time to time by the Board of Directors and applicable to members, or otherwise has failed in some material respect to merit continued membership privileges in the Organization. Following the determination by the Board, or the committee, as the case may be, that a member should be expelled or suspended, the following procedures shall be implemented:
A notice shall be sent by prepaid, first-class, certified or registered mail to the most recent address of the member as shown on the Organization's records, setting forth the expulsion or suspension and the reasons therefor. Such notice shall be sent at least 15 days before the proposed effective date of the expulsion or suspension.
The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five days before the effective date of the proposed suspension or expulsion. The hearing shall be held by the Board of Directors. The notice to the member of his proposed expulsion or suspension shall state that such member is entitled, upon request, to such a hearing, shall state that a date, time and place of the hearing will be established upon receipt of request therefor, and shall state, that in the absence of such request, the effective date of the proposed suspension or expulsion.
Following the hearing, the Board shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
Any action challenging an expulsion or suspension of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion or suspension.
3.12 Good Standing: The Board of Directors shall have the right to sanction a member for grounds as set forth above by determining said member to be not in good standing for a specified period of time. Upon such determination, said member shall not be entitled to rights and privileges of membership for said period as is established by the Board.
3.13 Reinstatement: Suspended or expelled members may be reinstated at the discretion of the Board of Directors.
3.14 Property Rights: No member shall have any right or interest in any of the property or assets of SDFLBA.
3.15 Nonliability: No member shall be personally liable for the debts, liabilities, or obligations of this Organization.
3.16 Nontransferability: No member may transfer for value or otherwise a membership or any right arising therefrom, and all rights of membership shall cease upon the member's death.
3.17 Other Classes of Membership: The Board of Directors may, from time to time, establish another class or classes of members with or without voting rights. The privileges, rights and duties of such other class or classes of members shall be as provided by the Board of Directors, subject to the terms of these Bylaws, as amended from time to time.
BOARD OF DIRECTORS
4.1 Number of Members: The Board of Directors shall consist of thirteen members, comprised of three term classes, with each term classes consisting of at least two Certified Family Law Specialists and one geographic member. The immediate Past President of the Organization shall also be a member of the Board of Directors.
4.2 Powers: All SDFLBA powers shall be exercised by or under the authority of the Board of Directors.
4.3 Duties: It shall be the duty of the Board of Directors to:
- Select and remove the officers of the SDFLBA, prescribe such powers and duties for the officers as may be consistent with the law and these Bylaws, as adopted from time-to-time by the Board of Directors;
- Conduct, manage, and control the affairs and business of the SDFLBA, and make such rules and regulations and take such other actions therefore consistent with law; and with these Bylaws;
- Administer the distribution of grants and gifts from public and private sources;
- Supervise all officers and Board of Director Members to assure that their duties are performed properly;
- Meet at the times and places designated by these Bylaws;
- Participate in seminars and events sponsored by the SDFLBA; and
- Act in no manner to the detriment of the SDFLBA.
4.4 Formation of Initial Board of Directors: The initial Board of Directors will be formed pursuant to the procedure set forth in the Addendum to these Bylaws which is incorporated herein.
4.5 Term: Except as provided in the Addendum to these Bylaws and except for the immediate past President, whose term shall be one year, each Board of Directors member shall hold office for three years or until his/her removal, death or resignation. A Board of Directors member's term shall terminate upon being sworn in as a Judge or Court Commissioner.
A. An attorney member shall be eligible to run for a seat on the Board of Directors, provided he or she is a member in good standing for one (1) year before seeking election, i.e. if a member wishes to run for a seat on the Board of Directors in October 2018, he or she must have been a member in good standing as of July 1, 2017.
B. To avoid conflicts of interest, a member is ineligible to serve on the Board of Directors if he or she concurrently serves as an officer, section chair, board member, or their equivalent, in another Family Law Bar organization/association or another multi-practice area organization/association, in San Diego County. This bylaw shall be effective commencing on January 1, 2021.
4.7 Election: Elections for the Board of Directors shall be held each year for the following Board of Directors member positions:
- At Large Member Positions #1, #2, #3 and South Bay Geographic Position #4 elected in October 2014 for a three year term commencing January 1, 2015, and every three years thereafter;
- At Large Member Positions #5, #6, #7, and East County Geographic Position #8 elected in October 2015 for a three year term commencing January 1, 2016 and every three years thereafter;
- At Large Member Positions #9, #10, #11 and North County Geographic Position #12 elected in October 2016 for a three year term commencing January 1, 2017 and every three years thereafter; and
- There shall be no election for the immediate Past President position who shall be a voting member of the Board of Directors.
- Position Selection:
- At Large Member Positions #1, #2, #5, #6, #9 and #10 shall be filled by the two Certified Family Law Specialists receiving the highest number of votes in the year of election for those positions.
- At Large Member Positions #3, #7 and #11 shall be filled by the candidate receiving the highest number of votes who is not elected per E.(1) above.
- Geographic Member Positions #4, #8 and #12 shall be filled by the candidate with their principal office in the applicable Judicial District receiving the highest number of votes.
- Each of the 13 members of the Board of Directors must be from different law firms. There will be no multiple members from the same law firm on the Board of Directors.
4.8 Election Protocol: The Election Protocol for the nomination of all Members to the Board of Directors and the timing of their nominations shall be as follows:
- Membership on the Board of Directors shall be by election to a three-year term with three at-large and one geographic SDFLBA members to be elected each year. Elections shall be held at the last regular membership meeting of each year (presently October of each year) and the term of the newly constituted Board of Directors shall commence on January 1st of the following year.
- The President shall give at least 60 days written notice of the election to all general members, invite the submission of letters of interest, and specify the closing date for such submissions.
- Any person interested in running for election to the Board of Directors shall be required to submit on his or her behalf, or to have someone submit on his or her behalf, a letter of interest indicating his or her desire to run for election. Letters of interest shall be submitted to the President at the address for the SDFLBA at least 45 days prior to the date of the election.
- Thirty days before the election, Candidates shall submit a Candidate Statement and responses to a questionnaire to be drafted by the Board of Directors.
- The Board of Directors shall draft an explanation of the duties and time commitments associated with being a SDFLBA Board Director, which shall be acknowledged by each candidate prior to his or her name being placed on the ballot for election.
- Thirty days prior to the election, the Executive Director shall post on the Listserve a link to download the Candidate Statements, Ballot, & voting protocols.
- In the event not all seats to the Board of Directors are filled in the General Election, the President shall fill the vacancy as provided in 4.10.
- If no candidate runs from a geographic region, the Board President shall appoint a Director from that geographic region to fill the vacancy pursuant to Section 4.10 of these bylaws
4.9 Reelection: A member of the Board of Directors may be reelected to the Board of Directors after serving his or her term, provided that one year has elapsed from the termination of his/her previous term.
4.10 Compensation of Members of the Board of Directors: Each Board of Directors member shall serve without compensation. However, Members may be reimbursed for reasonable business expenses incurred during the course of pursuing or engaging in the SDFLBA's business matters, subject to approval by the Board of Directors.
4.11 Vacancies: Vacancies on the Board of Directors may be filled by the President to complete the remaining term of a Board of Directors member's three-year term.
4.12 Removal for Cause: Any Member of the Board of Directors may be removed at any time by the vote of the majority of the Board of Directors of the SDFLBA for cause including commission of a felony, malfeasance, continued gross or willful neglect of duties, or conduct derogatory to the best interest of the Board of Directors or the SDFLBA. Except for the immediate Past President, failure to attend three Board of Directors meetings within a calendar year shall also constitute cause for removal.
4.13 Resignation: Any Member of the Board of Directors may terminate membership on the Board of Directors by giving written notice to the President, and the termination of membership on the Board of Directors shall become effective upon the President’s receipt of the foregoing notice.
4.13 Meetings of the Board of Directors: Meetings for the Board of Directors shall take place monthly, at a time and place designated by the incoming President. The schedule for meetings shall be delivered to the Board of Directors by the Executive Director at the beginning of each calendar year.
5.1 Regular Meetings of the SDFLBA: The regular meetings of the general members of the SDFLBA shall be held semi-annually (in April October of each year) and the membership shall be notified in writing by email, or U.S. mail of the location, dates and times of the regular meetings as set by the incoming SDFLBA President. Members of the Board of Directors shall be elected as provided in these Bylaws at the October regular meeting of the SDFLBA.
5.2 Regular Meetings of the Board of Directors: Regular meetings of the Board of Directors shall be held as set by the President at the beginning of each year by written notice of the meeting dates and times for that year sent by e-mail, or U.S. Mail to each Board of Directors member. Board of Directors meetings may be combined with regular SDFLBA meetings at the discretion of the President. Committee chairs who are not members of the Board of Directors may be invited to attend regular meetings at the discretion of the President.
5.3 Place of Meetings: The Board of Directors meetings shall be held at any location in the County of San Diego with reasonable notice to members of the Board of Directors. Any meeting, regular or special, may be held by conference, telephone or similar communications equipment, so long as all Board of Directors members participating in the meeting can hear one another.
5.4 Special Meetings: Special meetings of the Board of Directors may be called by the President of the Organization or by three Board of Directors members.
5.5 Notice of Special Meetings: Special meetings of the Board of Directors shall be held upon reasonable notice. The notice shall contain an agenda of items to be presented at the meeting and the minutes for the last meeting held and shall specify the place, day and hour of the meeting.
5.6 Quorums: A simple majority of the existing members of the Board of Directors shall constitute a quorum for the transaction of business. The Board of Directors members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of Board of Directors member(s) from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for the meeting or such greater percentage as may be required by law, or the Bylaws of this SDFLBA.
5.7 Majority Action as Board of Directors Action: Every act or decision done or made by a majority of the members of the Board of Directors present at a meeting duly held at which a quorum is or was present is the act or decision of the Board of Directors.
5.8 Conduct of Meetings: Meetings of the general membership and Board of Directors shall be presided over by the President of the SDFLBA, or, in his or her absence, by the President Elect of the SDFLBA or, in the absence of each of these persons, by the person chosen by the President prior to the meeting. The Secretary of the SDFLBA shall be charged with taking minutes of the Board of Directors meetings and the regular meetings of the membership. In the absence of the designated Secretary, the presiding officer shall designate another person to act as Secretary of the meeting.
5.9 Action Without Meeting by Board of Directors Members: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors are contacted individually in writing by e-mail, or U.S. Mail or by telephone or by other means of communication and their vote is registered, provided such actions are ratified at the next regular Board of Directors meeting by a majority of the members.
OFFICERS OF THE SDFLBA
6.1 Officers: The officers of this Organization shall be a President, President-Elect, Secretary, Treasurer and such other officers as the Board of Directors may from time to time elect or appoint. President-Elect must have served on the Board of Directors for at least one year immediately preceding his/her election. The President must have served on the Board of Directors for at least two years immediately preceding his/her term of office. No member of the Board can serve as an Officer if he or she is currently serving as an officer of another Family Law Bar Association.
6.2 Election of the President: The President of the Organization shall be elected annually by the members of the Board of Directors completing their first year of service on the Board of Directors, at the November Board of Directors meeting. Candidates shall be solely from the Board of Directors class completing their first year of service and shall be a Certified Family Law Specialist. Such individual shall serve as President-Elect of the Organization in his/her second year on the Board and shall serve as President of the Organization in his/her third year on the Board of Directors.
6.3 Subordinate Officers and Committee Chairs: The Board of Directors may appoint such other officers as the business of the SDFLBA may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time specify, and shall hold office until his/her term expires, he/she resigns, is removed, or otherwise disqualified to serve. The Secretary and the Treasurer shall be subordinate officers. The President shall appoint committee chairs.
6.4 Appointment of the Secretary: The Secretary of the Organization shall be a member of the Board of Directors and shall be appointed each year by the Board of Directors at the November Board of Directors meeting. The Secretary’s term of office will be from January 1 to December 31 of the year following his/her appointment. The incoming President may also appoint Recording Secretary(s), within the incoming President’s discretion, the Recording Secretary may rotate quarterly among the newest four members of the SDFLBA Board of Directors.
6.5 Appointment of Treasurer: The Treasurer shall be appointed each year by the Board of Directors at the November Board of Directors meeting. The Treasurer’s term of office will be from January 1 to December 31 of the year following his/her appointment.
6.6 Removal and Resignation: Any officer or committee chair may be removed, either with or without cause, by a majority of the members of the Board of Directors, at any regular or special meeting of the Board of Directors. Any officer or committee chair may resign at any time by giving written notice to the President or President-Elect of the Organization. Any such resignation shall take effect at the date of receipt of the notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective.
6.7 Vacancies: A vacancy in the Board of Directors because of death, resignation, removal, disqualification or any other cause shall be filled by the President unless the vacancy is in the office of President, in which event the President-Elect shall serve as President for the remainder of the term.
6.8 Duties of President: The President shall be the chief executive officer of the SDFLBA, subject to the oversight of the Board of Directors, and he/she shall supervise the affairs of the SDFLBA and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The President shall:
- Keep at his/her office for the practice of law, a Book of Minutes of meetings of the membership and the Board of Directors, recording therein the time and place of the meeting, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
- Execute such contracts or other instruments which may from time to time be authorized by the Board of Directors.
- Execute the tax returns for the Organization, in the event the Treasurer for the year office was held is unavailable to do so.
- Keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.
- Exhibit at all reasonable times to any member of the SDFLBA on request therefore, these Bylaws, and the minutes of the proceedings of the membership and Board of Directors.
- Attend seminars and events sponsored by the SDFLBA.
6.9 Duties of President-Elect: In the absence of the President, or in the event of his or her inability or refusal to act, the President-Elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The President-Elect shall have other powers and perform such other duties as may be prescribed by law, or by these Bylaws, or as may be prescribed by the Board of Directors.
6.10 Duties of Treasurer: The Treasurer shall:
- Work with the Executive Director of the Organization who will provide the Treasurer with a current reconciliation report each month after the Organization’s bookkeeper reconciles all bank accounts. Treasurer shall review all reports presented and provide suggestions, corrections, clarifications, and modifications to the Executive Director.
- Render to the President and Board of Directors, at each SDFLBA general meeting and Board of Directors meeting, an account of the current assets of the Organization and of the financial condition of the SDFLBA.
- Work with the Finance committee, consisting of the President and Past President to develop a budget for the year to be approved by the Board of Directors.
- Report to the Board of Directors on progress towards meeting the approved annual budget and provide recommendations with the Executive Director as to the solutions to handle shortfall or surplus.
- Review financial reports provided by Executive Director regarding membership renewals, sponsorships, expenses and bank balance, and, with Executive Director, provide such reports, as necessary, to the full Board.
- In general, perform all duties incident to the office of Treasurer and such other duties as may be assigned to him or her from time to time by the Board of Directors.
7.1 Committees: The SDFLBA shall have such committees as may from time to time be designated by the President during his/her term. The President shall also appoint committee chairs. The committees' membership is open to all members of the SDFLBA. A standing committee chair shall be a current member of the Board of Directors. These committees shall act in an advisory capacity only to the Board of Directors and shall be clearly titled as "advisory" committees. Meetings of the committees shall be scheduled as designated by the chair of each committee.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
8.1 Execution of Instruments: The SDFLBA, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the SDFLBA to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SDFLBA, and this authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or member of the Committee shall have any power or authority to bind the SDFLBA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
8.2 Checks and Notes: Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the SDFLBA shall be executed by the officer or officers as directed by the Board of Directors.
8.3 Gifts: The SDFLBA may accept on behalf of the Organization any contribution, gift, bequest, or devise for the charitable or public purposes of this committee. The SDFLBA may also make gifts consistent with the purposes of the Organization and as approved by the Board of Directors.
9.1 Fiscal Year: The fiscal year of the SDFLBA shall begin on January 1st each year and end on December 31st each year.
10.1 Amendments to Bylaws: These Bylaws, and any subsequent Bylaws, may be amended, repealed or altered in whole or in part by a majority of the Board of Directors, except as otherwise herein provided, at any regular meeting or any special meeting where such action has been announced in the call and notice of said meeting. Copies of all proposed amendments shall be sent to all members of the Board of Directors not less than seven days prior to the meeting at which the amendment is to be considered.
10.2 Amendment by Members: The general members of the SDFLBA may petition the Board of Directors to hold an election in which the members may amend these Bylaws. The Petition must include verified signatures of at least 20% of the general membership.
PROHIBITION AGAINST SHARING SDFLBA PROFITS AND ASSETS
11.1 No Benefits: With the exception of employees, independent contractors and vendors, no member of the Board of Directors, officer, or other SDFLBA member shall receive, at any time, any of the net earnings from the operations of the SDFLBA. No person or persons shall be entitled to share in the distribution of, and no person shall receive, any of the assets on dissolution of the SDFLBA.
12 .1 Non-Liability: The members of the Board of Directors, officers, and agents of the Organization shall not be personally liable for the debts, liabilities, or other obligations of the SDFLBA.
END OF BYLAWS
As last amended on June 22, 2020