Notice of Membership Votes at Annual Dinner
The Board of Trustees has unanimously passed a resolution recommending that the KCBA Membership vote at the Annual Dinner Meeting on June 26th in favor of several changes to the KCBA and KCBA Young Lawyers Division By-laws.
The changes are designed to facilitate the ability of the Membership to obtain the quorums that are necessary for the occasions where the Board seeks to have special meetings of the membership on issues of general interest. The KCBA rarely has such special meetings and does not anticipate having a large number of them if the resolution is passed. However, the changes would permit the Board to call such special meetings when it thinks they might assist it in making important policy decisions.
Currently, the By-laws require that there be 50 members present in person at such meetings and thus the KCBA has to rent a facility in order to hold such meetings. The Board believes that, in addition to the cost, the current requirement also reduces the likelihood of broad participation in such meetings by members because many of the members who might otherwise participate may not be available at the time of the meeting or the travel time to downtown Seattle may discourage attendance. The proposed changes would allow proxies to be submitted by members and permit the proxies to be counted toward the quorum requirement.
The proposed Resolution is as follows:
RESOLUTION
WHEREAS the current Association By-laws have a requirement for a quorum for Annual and Special Meetings that makes it difficult and expensive for the Association to arrange for such Meetings;
WHEREAS the authorization for the counting of proxies towards a quorum will permit the Association to more easily arrange for such Meetings;
WHEREAS the Board of Trustees has adopted a resolution recommending the approval of the amendments to the By-laws;
NOW THEREFORE, the Membership hereby RESOLVES that the following amendments be made to the By-laws of the Association:
1. Amend Article III, Section 3 (“Quorum”) by adding the underlined: “At all meetings of the membership, 50 members, appearing in person or represented by proxy, shall constitute a quorum for the transaction of business.”
2. Amend Article III, by adding, as 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.”
3. Amend Article XI (“Amendments”) by adding the underlined: “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.”
The YLD Resolution is the same as above, with the following amendments:
1. Amend Article V, Section 5.3 (“Quorum”) by adding the underlined: “At all division meetings fifty (50) members of the Division, appearing in person or represented by proxy, shall constitute a quorum for the transaction of business.”
2. Amend Article V, by adding, as Section 5.5 (“Proxies”): “A member may vote in person or by proxy. A proxy shall be delivered to the Secretary of the Division 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.”
3. Amend Article X, Section 10.1 (“Amendments” by adding the underlined: “These bylaws may be amended at any meeting of the Division by a majority vote of the members of the Division present and voting in person or by proxy, provided that copies of a proposed amendment on which action is taken shall have been mailed or sent by any other manner or by an other means permitted under the Act to all members of the Division at least two (2) weeks prior to the meeting at which action on the proposed amendment is taken.”
