ARTICLE I. CLASSES OF MEMBERSHIP

Section 1. Regular. Individuals shall be eligible for regular membership while they reside or maintain an office in King County and either (a) are licensed to practice law by the licensing authority of any state, the District of Columbia or Puerto Rico, and are in good standing in the jurisdiction where they are licensed, or (b) are full-time faculty members of a law school in the State of Washington. Applicants for regular membership shall become members when their eligibility is determined by the president or the president’s delegate, after submission of an application evidencing eligibility and tender of dues as required by these by-laws. Eligibility determinations shall be made within thirty days of application.

Section 2. Honorary. The Board of Trustees may confer honorary membership upon any member of the Association who has retired from the active practice of law, and upon persons of distinction who are members of the bar of any county or state.

Any justice of the Supreme Court of Washington or a judge of the Court of Appeals of Washington, sitting within King County, or any judge, full-time court commissioner, justice of the peace, or magistrate of any state, county, municipal, district or United States court within King County, during incumbency, shall be an honorary member.

Honorary members shall be exempt from dues and shall be accorded all rights and privileges of regular members.

Section 3. Life. Any regular member who has reached the age of 80 years shall become a life member and shall be exempt from further dues. Life members shall retain all rights and privileges of regular members.

Section 4. Retired. Regular members who are retired from the active practice of law and who have been members for a period of not less than 25 years shall be granted retirement membership by the Board of Trustees upon application therefor. Retired members shall be exempt from the payment of dues and shall be accorded all rights and privileges of regular members.

Section 5. Associate. Individuals shall be eligible for associate membership if they meet the eligibility requirements for regular membership except for the requirement of residence or employment within the county. Applicants for associate membership shall become members when their eligibility is determined by the president or the president’s delegate, after submission of an application evidencing eligibility and tender of dues as required by these by-laws. Eligibility determinations shall be made within thirty days of application. Associate members shall have the rights and privileges of regular members, except the right to vote or to hold office; provided that associate members who elect to pay full dues may become regular members with all the rights and privileges of regular members.

Section 6. Student. Individuals shall be eligible for student membership while they are students at a law school in the State of Washington or enrolled in the law clerk program established by Rule 6 of the Admission to Practice Rules adopted by the Washington Supreme Court. Applicants for student membership shall become members when their eligibility is determined by the president or the president’s delegate, after submission of an application evidencing eligibility and tender of dues as required by these by-laws. Eligibility determinations shall be made within thirty days of application. Student members shall have the rights and privileges of regular members, except the right to vote or to hold office.

Section 7. Suspension or Expulsion. Any member may be suspended or expelled for misconduct in relations with this Association or the legal profession or for actions detrimental to the Association by decision of a two-thirds majority of those in attendance at a meeting of the Board of Trustees at which a quorum is present, subject to review by the membership at the next stated membership meeting if requested by the member. Any member who has been disbarred from the practice of law shall be automatically expelled from this Association.

ARTICLE II. DUES

Section 1. Dues Schedule. Dues are payable on or before the First day of July for each dues year, which shall be July 1 to June 30. Dues shall be set by the Board of Trustees. At least ten days before any meeting at which the Board votes on any proposed increase, it shall give members notice of the proposed increase, and of the time and place of its meeting.

Section 2. Delinquencies. Members 6 months delinquent in dues shall be automatically suspended from membership, but payment of dues for the current year shall entitle such member to reinstatement upon application.

Section 3. Military Service. Regular members in the military service of the United States shall be exempt from the payment of dues unless such service has become such member’s permanent vocation.

Section 4. Resignation. Resignation from membership shall be made in writing to the Board of Trustees.

Section 5. Waiver or Proration. When, in its discretion, circumstances warrant, the Board of Trustees may waive or prorate:

(a) dues tendered by an applicant for membership; or

(b) dues owed by a member; or

(c) dues owed by a person who has applied for reinstatement of his suspended membership pursuant to Section 2 of this Article II.

If any such waiver or pro-ration of dues involves a dual membership authorized by Section 6 of this Article II, the Board of Trustees shall provide for the payment of dues to the affected local King County bar association in accordance with the dual membership agreement with the affected association or, otherwise, shall obtain consent to the pro-ration from the affected association.

Section 6. Dual Membership. The Board of Trustees is authorized to enter into agreements with local King County bar associations on a divided dues basis by which dual membership may be encouraged.

ARTICLE III. MEETINGS

Section 1. Annual Meeting. The annual meeting of the Association shall be held at a place and on a date to be selected by the Board of Trustees. Unless otherwise selected, the annual meeting shall be held on the second Wednesday of June of each year, the place and hour to be designated by the Board of Trustees. The time and place of the annual meeting shall be announced in writing to each member at least 20 days in advance or in the official publication of the Association. The order of business at the annual meeting shall be determined by the Board of Trustees.

Section 2. Special Meetings. Special meetings of the Association may be called by the President or by the Board of Trustees. The Secretary of the Association shall call a special meeting upon receipt of a written request of 15 members specifying the purpose of such special meeting, but only if such purpose is consistent with the purposes of the Association as determined by the Board. Members shall be given 10 days’ advance written notice of the time, place and purpose of a special meeting, and no business shall be transacted except such as shall be specified in the notice, and such additional business as may be determined by the Board. The order of business at special meetings shall be determined by the Board of Trustees.

Section 3. Quorum. At all meetings of the membership, 50 members, appearing in person or represented by proxy, shall constitute a quorum for the transaction of business.

Section 4. Proxies. A member may vote in person or by proxy. A proxy shall be delivered to the Secretary c/o the Office of the Association by personal delivery, U.S. mail, telecopy or by any other manner or by any other means permitted under the Washington Nonprofit Corporation Act (the "Act"). A proxy must be filed with the Secretary before or at the time of the meeting for which it is to be effective.

ARTICLE IV. OFFICERS

Section 1. Officers - Generally. The officers of the Association shall be a President, First Vice-President, Second Vice-President, and a Secretary, all of who shall be elected annually, and a Treasurer, who shall be elected in every odd-numbered year, by the membership as provided for by Article VI. No person shall serve as an officer and as an elected or appointed trustee at the same time. Officers shall serve for a term of one year expiring June 30 of the year succeeding the one in which they were elected, except the Treasurer, who shall serve for a term of two years expiring June 30 of each odd-numbered year, and except the Secretary, which is a three-year Secretary/Trustee position. The Secretary/Trustee shall serve a one-year term as Secretary in his or her first year on the board and as a Trustee in the last two years on the Board. Each such year expires on June 30.

In the event a vacancy occurs in the office of President, the First Vice-President shall succeed to the office, or if the First Vice-President is unwilling or unable to serve, the Second Vice-President shall succeed to the office. All other vacancies shall be filled by appointment by the Board of Trustees, and all officers filling such vacancies shall serve until the next election for the office.

Section 2. President. The President shall be the chief executive officer of the Association and, subject to the exercise of power by the Board of Trustees, shall have general control and direction of its affairs. The President shall preside at all meetings of the Association and of the Board of Trustees. The President shall, subject to the approval of the Board, appoint all standing and special committees and shall perform all duties ordinarily incident to the office, and shall recommend such action as the President deems proper.

Section 3. First Vice-President. The First Vice-President shall act as President in the absence of the President and shall perform such other duties as may be assigned by the President or the Board of Trustees.

Section 4. Second Vice-President. The Second Vice-President shall act as President in the absence of the President and the First Vice-President and shall perform such other duties as may be assigned by the President or the Board of Trustees.

Section 5. Secretary. The Secretary shall keep minutes of all Board of Trustees and membership meetings. The Secretary shall perform such other duties as may be assigned by the President or the Board.

Section 6. Treasurer. Subject to Article VIII, the Treasurer shall be responsible for the receipt, deposit, disbursement, or investment of all funds of the Association, and shall deposit or invest its money in a manner and pursuant to the policies approved by the Board of Trustees; provided, however, the Treasurer of any section or division shall be responsible for the receipt, deposit, disbursement or investment of funds of any section or division established under Article VII, Section 2, to the extent, and according to the policies approved by the Board of Trustees. The Treasurer shall submit annually in the official publication of the Association a report of monies received and expended, amounts due the Association and an estimate of the resources and expenditures for the ensuing year. The accounts of the Association shall be reviewed or audited annually by a Certified Public Accountant at the expense of the Association.

Section 7. Executive Director. The Board of Trustees may hire and assign duties to an Executive Director of the Association. The Executive Director shall be assigned duties and given such compensation as the Board of Trustees directs and shall serve at the pleasure of the Board of Trustees.

ARTICLE V. BOARD OF TRUSTEES

Section 1. Board of Trustees - Generally. The management of the Association shall be vested in a board of seventeen (17) trustees, all of whom shall be regular, honorary, life, or retired members. The President, the two Vice-Presidents, the Secretary and the Treasurer shall be members of the Board by virtue of their offices, two trustees shall be the individuals who have served as Secretary during the first year of their three year term and there shall be ten (10) additional trustees elected as such from the membership as provided in Article VI. The Trustees shall be elected on a rotating basis each year in the manner provided in Article VI, to serve for a term of three (3) years each. The Board of Trustees shall have power to fill all vacancies on the Board for the remaining term of the position vacated.

Section 2. Meetings, Rules, Quorum. The Board of Trustees shall meet at regular meetings to be held at least once each month on a schedule set by the President and provided to the Board. A special meeting of the Board of Trustees may be called at any time by the President, or in the absence of the President, by a Vice-President, or by three (3) trustees. The Board shall have all powers and authority to take any and all actions not inconsistent with the Articles of Incorporation, these Bylaws, and applicable law. At all meetings of the Board of Trustees, nine members shall constitute a quorum for the transaction of business, except that action taken at a properly called meeting where a quorum is not present shall be valid if ratified at a properly called meeting at which a quorum is present. The Secretary or his or her designee shall give each trustee at least 24 hours notice of the time, place and purpose of a special meeting by electronic transmission, by facsimile, telephonically, by mail or personally.

Section 3. Appropriations. All appropriations of the Association must be approved by the Board of Trustees, unless ordered by the membership by a two-thirds vote of the members at a special meeting called for that purpose; provided, however, that appropriations by any section or division of its funds shall not require the approval of the Board of Trustees if such appropriations have been approved by the section or division and are not inconsistent with such policies as may be adopted by the Board. A section or division shall report in writing to the Board or the Treasurer, annually and upon request, on the operations of the section or division.

Section 4. Positions by Board of Trustees. In determining whether or not to take a position on a particular public issue, the Board of Trustees shall be guided by the following principles:

(1) The Board must be satisfied that the issue is one of concern to lawyers and that the position of the Association on the matter would be useful.

(2) Where it appears to the Board that the issue is one on which the members would desire an opportunity to express their views, the Board shall consider seeking an expression of views from the membership by whatever means appear appropriate and practical under the circumstances.

Section 5. Records of Proceedings. The Board of Trustees shall keep a record of its proceedings, which shall be available for inspection at the office of the Association.

Section 6. Attendance at Board Meetings. If any Trustee misses three regularly scheduled meetings of the Board of Trustees out of six consecutive meetings, the Board, by majority vote, after notice and opportunity to be heard has been provided, may ask the Trustee to resign. If the Board makes such a request, the request shall be deemed to create a vacancy on the Board, and the Trustee shall be removed from the Board.

Section 7. Organization of Other Corporations. The Board of Trustees may cause to be organized profit or non-profit corporations to carry out any purpose which the Association is authorized to fulfill.

ARTICLE VI. NOMINATION AND ELECTION OF OFFICERS AND TRUSTEES

Section 1. District Representation. The President, First Vice-President, Second Vice-President, Secretary/Trustee and Treasurer shall be elected by the membership at large. The remaining trustees shall be elected as follows from Districts:

a. One trustee elected by those members whose office addresses are in the South District, the boundaries of which are identified on the map appended to these Bylaws, as Exhibit A, according to Zip Code.

b. Two trustees elected by those members whose office address is in the East District, the boundaries of which are identified on the map appended to these Bylaws, as Exhibit A, according to Zip Code.

c. Six trustees elected by those members whose office addresses are not located in the South or East District. This District shall be called the Central District.

d. If a member does not have an office address or an office address in King County, the member will vote in the District in which his or her residence address is located, or, if not residing in King County, the member will vote in the Central District. If a judge who is a member presides on a full-time basis over a courtroom located in the East or South District, that member shall vote in such District. Otherwise, judges shall vote in the Central District.

e. Periodically, but not less than every five years, beginning in 1998, the Board shall examine the geographic distribution of members in King County (according to their business addresses) and the Board shall adjust the number of Board seats allocated to each district, if necessary, in order to ensure a reasonable correlation (in the Board’s discretion) between the number of Board seats allocated to each District and the actual distribution of members in King County. In no event, however, shall the foregoing reallocation shorten or terminate the term of any sitting trustee. No less than one Board seat per District shall be allocated.

Section 2. Nomination. The President, with Board approval, on or before March 1 of each year, shall appoint at least five members of the Association to be a nominating committee to select candidates for the offices of President, First Vice-President, Second Vice-President, Secretary, Treasurer, in odd numbered years, and for the trustees’ offices which will be open and to report the names of the nominees to the Secretary not later than April 1 each year. It shall be the duty of this committee to nominate from the members of the Association, at least twice the number of candidates to be voted on for each office, including trustees, as there are vacancies to be filled at the next annual election, except that the committee shall nominate for the office of President only the incumbent First Vice-President and for the office of First Vice-President only the incumbent Second Vice-President. The Secretary, upon filing of said report, shall post a copy of the report in a conspicuous place at the office of the Association and on the Association’s website, together with information regarding the method of election, the procedure for nominating by petition, and the time and place of announcing the results.

Nominations other than those made by the committee may be made by a date determined by the Board of Trustees, but not later than April 10, by a writing signed by 15 members of the Association and filed with the Secretary.

Candidates for the trustee positions shall be selected and elected from the district in which they vote, as defined in Section 1 of this Article VI.

Section 3. Ballots. A written ballot containing the names of all nominees shall be mailed on or before April 20 to each regular, honorary, life, and retired member, together with the return envelope and the report specified below. All members may vote for each officer position. Members may only cast a vote for trustee candidates in their district.

A report shall accompany the ballot, which shall contain the name and office address of each nominee, whether nominated by the committee or otherwise, the year of admission to practice in Washington, and a statement of the offices and committee appointments that the nominee presently holds or has held in the Association, the Washington State Bar Association and the American Bar Association and other law related activities.

The members shall return the ballot to the Association in an envelope marked “Ballot.” The ballot envelope shall be signed by the member and the member’s name and address shall also be typed or printed on the ballot envelope.

No ballot received after the start of the canvass of ballots shall be counted. Only ballots returned in accordance with ballot instructions shall be counted.

An election may also be conducted by electronic transmission if the conditions in the following sentence are satisfied. A ballot submitted by a member in an electronic transmission is effective when: (a) the name of each candidate to be voted upon, the report described above and the designated address, location or system to which the ballot may be electronically transmitted are set forth in a record accompanying or contained in the ballot and notice of the election; (b) such ballot is electronically transmitted to an address, location, or system designated by the member for that purpose, and is made pursuant to the consent provided by the member; and (c) the member has electronically transmitted their ballot to the designated address, location or system to which the ballot may be electronically transmitted.

Section 4. Canvass of Ballots. Ballots shall be canvassed at the office of the Association by an Election Board consisting of at least three (3) members of the Association appointed by the President, on the third business day in May. On completion of the canvass, the Election Board shall certify the results to the President for immediate publication.

In the election of officers, if there is only one candidate nominated at the expiration of the nominating period, that candidate shall be declared elected. If there are two candidates for one officer position, the candidate receiving the highest number of votes shall be declared elected. If a candidate for one officer position receives more than 50% of the total votes cast for that office, that candidate shall be declared elected.

In the election of trustees, the candidate or candidates receiving the highest number of votes in each district shall be declared elected to the district’s position or positions being filled by that election.

Section 5. Run-off Elections. If there are more than two candidates for one officer position and, if no candidate receives more than 50% of the total votes cast for that office, then the two candidates receiving the highest number of votes shall participate in a run-off election.

In the election of both officers and trustees, in the event of a tie vote which precludes the completion of an election, those candidates with the same number of votes shall participate in a run-off election.

In the event a run-off election is required, a written or electronic ballot shall be prepared by the Secretary in the manner provided in Section 3 of this Article VI and shall be mailed or electronically transmitted on or before the 15th day of May. In such event, ballots shall be canvassed by the Election Board on the first business day in June, as provided in Sections 2 and 3 of this Article VI.

Section 6. Business Days. If any date specified in Article VI falls on a weekend or legal holiday, the next business day shall be substituted in lieu thereof.

ARTICLE VII. COMMITTEES, SECTIONS, AND YOUNG LAWYERS DIVISION

Section 1. Committees. The President shall be empowered to appoint chairpersons and members to such standing committees, special committees and task forces (“Committees” herein) as may be deemed necessary by the Board of Trustees for the conduct of the affairs of the Association.

The Association shall maintain a list of committees at the Association office, and as to each such committee, a file including, but not limited to, the following: names and term of office of current chairpersons, vice-chairpersons and members of the committee; minutes of its meetings and reports of its activities; jurisdiction and required duties; powers and limitations; and such other information and written material as required from time to time by the Board of Trustees.

Committees shall function in accordance with the directions of the Board of Trustees. They shall perform such duties and provide such reports as and when required by the Board of Trustees.

Section 2. Sections. The Board of Trustees may authorize the establishment or discontinuance of sections in order to accomplish the following purposes:

(1) The self-education of the participating lawyer in areas of particular interest to the lawyer;

(2) The increase in competence of the Bar as a whole;

(3) The encouragement of interchange and sharing of knowledge and experience among members as a whole;

(4) The improvement of the laws and administration of justice.

Subject to the paramount and supervisory authority of the Board of Trustees, each section may adopt Bylaws for its management, including provision for a description of its functions and objectives and election of its governing body and officers. The Board of Trustees may provide for and collect a registration fee and sections may provide for and collect membership dues, which shall be paid by members of the sections as a condition for membership. The Bylaws of a section shall become operative when approved by the Board of Trustees.

Each section shall be conducted primarily as a study group, with authority to make recommendations within the areas of study undertaken. Implementation of recommendations shall require approval by the Board of Trustees, except as set forth in Section 4 of this Article VII.

Sections shall provide reports as and when required by the Board of Trustees.

Section 3. Young Lawyers Division. A Young Lawyers Division (“YLD” herein) of the Association is established to serve those members of the Association who are under the age of 36 or who have been in practice for less than five years (“young lawyers” herein). The purposes of the YLD shall be to further the objectives of the Association, to stimulate the interest of young lawyers and law students in the activities of the Association, to conduct programs of interest and value to young lawyers and law students, to serve as an organization through which young lawyers and law students may work to solve problems related to law and the legal profession, to serve as spokespersons for young lawyers collectively to both the Association and the public, to deliver law-related services to the general public, including community education and information and referral services, with a primary focus on helping people who have traditionally been underserved by the legal profession, and to further such other purposes as may be mutually beneficial to the Division's members.

The YLD shall adopt Bylaws for its management, including provisions for a definition of its functions and objectives and election of its governing body and officers. Such Bylaws and any proposed amendments thereto shall be submitted promptly to the Board of Trustees of the Association for ratification. The YLD may provide for a membership fee to be paid by members of the Division as a condition for membership.

The YLD shall regularly provide reports of its activities to the Board of Trustees of the Association.

Section 4. Communications by Committees, Sections, or Young Lawyers Division. A committee may not communicate a position on any issue to the public or to any court or agency on behalf of itself or the Association without first obtaining the approval of the Board of Trustees.

A section may not communicate a position on any issue to the public or to any court or agency on behalf of itself or the Association without first seeking the approval of the Board of Trustees. If the Board of Trustees approves the position advanced by the section, that position may then be communicated as the position of the Association. If the position is disapproved or if the Board of Trustees declines to approve or disapprove the position, then the section may communicate the position as the position of the section, together with a prominent notice that the Association is opposed to, or has declined to approve or disapprove, as the case may be, the position taken by the section.

The Young Lawyers Division may communicate a position on any issue to the public or to any court or agency on behalf of itself without first reporting to the Board of Trustees.

A committee, section, or the Young Lawyers Division shall take no position on behalf of itself or the Association with respect to any applicant or candidate for political or judicial office, without first obtaining the permission of the Board of Trustees.

ARTICLE VIII. APPROPRIATIONS AND EXPENSES

Section 1. Appropriations - Generally. Except as provided in Article IV, Section 6, appropriations of the Association’s funds for officer, committee, section, division or other expense shall be made by the Board of Trustees.

Section 2. Check Signing. The Board of Trustees may by resolution make provision for the signing and countersigning of checks and notes. Unless the resolution provides otherwise, checks shall be signed by any two officers.

Section 3. Unauthorized Liabilities. Any liability incurred by any officer, division, section or committee of the Association in excess of the appropriation authorized by the Board of Trustees, or any other duly constituted governing body shall be the personal liability of the person or persons responsible for incurring or authorizing the same.

ARTICLE IX. INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a trustee or officer of the Association or, being or having been such a trustee or officer, he or she is or was serving at the request of the Association as a trustee, officer, employee, or agent or another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (an “indemnitee”), whether the basis of a proceeding is alleged action in an official capacity as a trustee, officer, employee or agent or in any other capacity while serving as a trustee, officer, employee or agent, shall be indemnified and held harmless by Association to the full extent permitted by applicable law, as the same exists or may hereafter be amended, against all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be trustee, officer, employee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators; provided, however, no indemnification shall be provided to any such indemnitee if the corporation is prohibited by the provisions of the Washington Nonprofit Corporation Act or other applicable law as then in effect from paying such indemnification and provided, further, that except as provided in Section 2 of this Article IX with respect to proceedings seeking to enforce rights to indemnification, the Association shall indemnify such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if a proceeding (or part hereof) was authorized by the Board of Trustees of the Association. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition (an “advancement of expenses”). Any advancement of expenses shall be made only upon delivery to the Association of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal, that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 and (a) upon delivery to the corporation of a written affirmation (an “affirmation”) by the indemnitee of his or her good faith belief that such indemnitee has met the standard of conduct necessary for indemnification by the Association pursuant to this Article IX or (b) upon such determination (a “determination”) as may be permitted or required by the Washington Nonprofit Corporation Act or other applicable law.

Section 2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of this Article IX is not paid in full by the Association within sixty days after a written claim has been received by the Association, except in the case of a claim for advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. To the extent the indemnitee is successful in whole or in part, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking has been tendered to the Association) and thereafter the Association shall have the burden of proof to overcome the presumption that the indemnitee is so entitled. Neither the failure of the Association (including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the Association (including the Board of Trustees, independent legal counsel, or the members) that the indemnitee is not entitled to indemnification shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 3. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article IX shall not be exclusive of any other right in which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the Association, general or specific action of the Board of Trustees or members or disinterested trustees, contract or otherwise.

Section 4. Insurance, Contracts and Funding. The Association may maintain insurance, at its expense, to protect itself and any trustee, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Association would have power to indemnify such person against such expense, liability or loss under the Washington Nonprofit Corporation Act or other applicable law. The Association may enter into contracts with any trustee or officer of the Association in furtherance of the provisions of this Article IX and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article IX.

Section 5. Indemnification of Employees and Agents of the Corporation. The Association may, by action of its Board of Trustees from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Association with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of trustees and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Nonprofit Corporation Act or otherwise.

ARTICLE X. AMERICAN BAR ASSOCIATION DELEGATE

Section 1. Selection and Term. The King County Bar Association Delegate to the American Bar Association shall be a member in good standing of the Association and of the American Bar Association and shall be appointed by the Board of Trustees biennially in even numbered years to a term beginning with the adjournment of the next annual meeting of the American Bar Association following the appointment and continuing until the adjournment of the second annual meeting thereafter of said American Bar Association and until the delegate’s successor shall be duly appointed and qualify. The delegate may be reappointed by the Board for one additional term. In the event of the resignation, disqualification or death of a delegate, the Board shall designate a successor to serve for the balance of the unexpired term.

ARTICLE XI. NOTICES, CONSENTS, DEMANDS OR WAIVERS

Except as may otherwise be required by law, any notice to any member or trustee, or any consent, demand or waiver may be delivered personally or by mail, fax or electronic transmission. If mailed, the notice, consent, demand or waiver shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Association, postage prepaid. If pursuant to RCW 24.03.009, a member or trustee has consented to receipt of notice by electronic transmission, any notice to that member or trustee may be delivered by electronic transmission. A notice, consent, demand or waiver provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

ARTICLE XII. AMENDMENTS

These Bylaws may be amended at the annual or any special meeting of the Association at which a quorum of the membership is present in person or by proxy, but only by a vote of two-thirds of those present in person or by proxy, and provided that ten (10) days’ notice in writing of the amendment shall first have been given to the membership in the Bar Bulletin of the Association or by any other manner or by any other means permitted under the Act. If such notice is given to the membership in the Bar Bulletin, it shall set forth the proposed amendment(s). In addition, the notice of the meeting, along with the proposed amendment(s), shall be posted on the Association’s website and shall be sent to the members by electronic transmission in accordance with Article XI of these Bylaws.

ARTICLE XIII. ENACTMENT

These amended Bylaws shall be effective immediately following their approval by the membership of the Association, at a meeting of the Association, said meeting to be held and said vote to be taken in accordance with the requirements of the existing Bylaws with regard to effecting amendments to the Bylaws.

Amendments adopted by the Board of Trustees on March 9, 1988.
Amendments adopted by the Membership on April 14, 1988.
Amendments adopted by the Membership on July 24, 1990
Amendments adopted by the Membership on March 22, 1993
Amendments adopted by the Membership on June 24, 1999.
Amendments adopted by the Membership on June 26, 2003.
Amendments adopted by the Membership on March 6, 2008.