ARTICLE I. CLASSES OF MEMBERSHIP
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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.
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ARTICLE V. BOARD OF TRUSTEES
Section 1. Board of Trustees – Generally. The management of the Association shall be vested in a board of sixteen seventeen (1617) 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 eleven ten (11 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, eight 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 is 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 provide 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 C concern to lawyers and that the position of the Association on the matter would be useful.
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ARTICLE VI. NOMINATION AND ELECTION OF OFFICERS AND TRUSTEES
Section 1. District Representation. The President, First 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.
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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 eEvery five years, beginning in 1998, the Board shall examine the geographic distribution of attorneys 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 attorneys 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.
To implement the change in the election of Secretary from a one-year position to a three-year Secretary/Trustee position (with the first year as Secretary and the last two years as a trustee), the membership will, starting in the year 2000 election, and for each year thereafter, elect one new Secretary/Trustee and two new Central District trustees.
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.
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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.
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*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.
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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 case cast for that office, then the two candidates receiving the highest number of votes shall participate in a run-off election.
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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 1 3 of the 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 1, as provided in Sections 2 and 3 of this Article VI.
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ARTICLE VII. COMMITTEES, SECTIONS, AND YOUNG LAWYERS DIVISION
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Section 2. Sections. The Board of Trustees may authorize the establishment or discontinuance of sections in order to accomplish the following purposes:
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(3) The encouragement of interchange and sharing of knowledge A and experience among members as a whole;
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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 Seattle-King County Bar 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.
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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 permission approval of the Board of Trustees.
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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 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 or made by 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.
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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.
