I. Name and Purpose
1.1 Name
The name of this section shall be the Young Lawyers Section (“Section”) of the Snohomish County Bar Association (“Association”).
1.2 Purposes
The purpose of the Section shall be to encourage the interest and participation of young lawyers in the activities of the Association, to develop and conduct programs of value to young lawyers and the public, to improve the legal system and to work to enhance the quality of the legal profession in our county and our state.
1.3 Principal Office
The principal office of the Section shall be maintained in the offices of the Association.
1.4 Fiscal Year
The fiscal year of the Section shall coincide with that of the Association.
1.5 Limitation
These bylaws have been adopted subject to the laws of the State of Washington and the bylaws of the Association.
II. Membership
2.1 Eligibility
Any active member of the Association shall be a member of the Section until the 31st day of December of the year in which such member attains the fifth (5th) year in which any such member has been admitted to practice in Washington state.
III. Board of Trustees
3.1 Duties
The Board of Trustees (“Board”) shall consist of (5) five members. They shall conduct and supervise the activities, programs and affairs of the Section and shall establish such policies for the Section as are not inconsistent with these bylaws and the laws of the State of Washington.
3.2 Terms
Each Trustee shall serve a two (2) year term, which shall commence at the close of the annual meeting of the Association.
3.3 Limitations on Terms
No person may serve on the Board more than two (2) terms, regardless of the actual length of each term; provided, however, such persons shall be eligible to serve as president-elect and president.
3.4 Trustee Vacancies
A vacancy on the Board shall exist upon the death or resignation of a Trustee, upon a Trustee’s ceasing to be an active member of the Association, upon a Trustee’s failure to attend three (3) out of any four (4) consecutive duly called meetings of the Board (unless the Board finds that such failure resulted from extraordinary circumstances unlikely to recur), or upon a Trustee’s assumption of the office of President-elect prior to expiration of the Trustee’s term. Any vacancy shall be filled by appointment, to be made by the President with the consent of the Board.
3.5 Eligibility
No person shall be eligible to serve as a Trustee who is not a member of the Section. No person shall be eligible to file for election to or be appointed to any Trustee position if the term extends 12 months or more beyond date such person would no longer be a member of the Section.
3.6 Nominations and Elections committee
The President shall appoint a committee composed of three (3) Trustees to serve as a Nominations and Elections Committee. The president-elect shall chair the committee. The Committee shall seek qualified candidates willing to run for each Trustee position and for the office of President-elect and obtain from all candidates a statement of eligibility which shall be sufficient to satisfy the Board that such person may assume the office for which he or she is running, consistent with these bylaws. The statement of qualifications may include a statement by each candidate regarding those matters which the candidate is interested in promoting as a Trustee or as President-elect. No person may run for election to more than one position in any one election. If there are no candidates for an open trustee position, the incumbent trustee for that position may seek an additional term, notwithstanding the provisions of paragraph 3.3, so long as that incumbent trustee meets all other eligibility requirements set forth in these bylaws.
3.7 Notice of Elections
The President-elect shall ensure that notice of election of Trustees is published in the official publication of the Section or other suitable publications each year. The notice shall invite candidates to file, contain the requirements for filing and designate the person with whom a notice of intention to stand for election may be filed. The deadline for filing shall be November 1 of each year or such other date as the Board by resolution shall select.
3.8 Elections
Elections shall be had by mail. If a candidate is unopposed, no election need be held, as such person shall simply be deemed elected to the position.
IV. Officers
4.1 Officers
Officers of the Section shall include a President, President-elect and Secretary.
4.2 Selection of President
The President-elect shall succeed to the office of President upon the close of the annual meeting of the Association following such person’s term as President-elect.
4.3 Selection of President-Elect
The President-elect shall be selected by a majority of the Board from among those persons who are selected by the Nominating Committee or who file for office. The election of President-elect shall be conducted at the last regular meeting of the Board prior to the annual meeting of the Association.
4.4 Notice of Elections
The current President-elect shall ensure that notice of election of President-elect is published in the official publication of the Section or such other publication as the Board shall by resolution designate. The notice shall invite candidates to file, contain the requirements for filing and designate the person with whom a notice of intention to stand for election may be filed. The deadline for filing shall be November 1 of each year or such other date at the Board by resolution shall select. The term of office shall be one (1) year commencing at the close of the annual meeting of the Association.
4.5 Eligibility
The President shall be a member of the Section at the time of taking office as President-elect.
4.6 Election of Secretary
The secretary shall be elected for a one (1) year term from among the members of the Board by the Board at its first meeting following the annual meeting of the Association.
4.7 Duties of Officers
The officers shall perform such duties as are ordinarily ascribed to such officers and such additional duties may be prescribed by the Board from time to time. In addition, the duties normally ascribed to a treasurer shall be fulfilled by the President-elect.
4.8 Voting
By virtue of their offices, the President shall not vote unless such vote would affect the outcome of a matter before the Board and the President-elect shall vote as a member of the Board except when acting as President. The Secretary shall vote as a member of the Board.
4.9 Vacancies of Officers
A vacancy in the office of President, President-elect or Secretary shall exist upon the death or resignation of the officer, upon the officer’s ceasing to be an active member of the Association or upon the officer’s failure to attend three (3) out of any four (4) consecutive duly called meetings of the Board (unless the Board finds that such failure resulted from extraordinary circumstances unlikely to recur). The President-elect shall automatically succeed to the office of President upon a vacancy in that office. A vacancy in the offices of President-elect or Secretary shall be filled by election from among the members of the Board.
V. MEETINGS
5.1 Annual Meetings
The Board may hold an annual meeting of the Section. The annual meeting of the Section will be held at such time and place as the president shall designate. The location and time of the meeting shall be published at least sixty (60) days prior to the time established for the meeting in the official publication of the Section or such other publication as the Board shall by resolution designate. Any business may be brought before the annual meeting, except that any proposed action to overturn an action of the Board can be taken only in the event notice of such proposed action has been given to all members of the Section at least thirty (30) days prior to the date of such meeting. It shall be the duty of the president-elect to give such notice on the request of any member of the Section. The Board is not required to hold an annual meeting of the Section, but may do so in response to a request from its membership or as a forum to overturn an action of the Board. To request an annual meeting, members of the Section must send a written request to the YLS president, clearly stating the purpose of the request.
5.2 Regular Board Meetings
The President shall establish a schedule of regular meeting dates and places for the Board at least four (4) months in advance of such meetings. Notice of the time and place of such meetings shall be published as a matter of course in the official publication of the Section or such publication as the Board shall by resolution designate.
5.3 Special Meetings
Special meetings of the Board of Trustees may be called by the president or upon the written request of five members of the Board. Special meetings may be held by telephone conference call.
5.4 Notice of Special Meetings
Notice of a special meeting shall set forth the time, place and purpose thereof, and shall be given to all members of the Board of Trustees, the President, and the President-elect at least five (5) days prior to the meeting. The five days notice requirement may be waived by unanimous consent.
5.5 Open Meetings
All meetings shall be open to all members of the Section and general public. The Secretary shall cause notice of all significant actions and resolutions of the Board to be given to the membership, through publication, direct mailing or otherwise. No meetings shall be held by the Section or its committees in places that discriminate against any person on the basis of race, sex, creed or national origin.
5.6 Quorum
The members of the Section present at any meeting of the membership shall constitute a quorum for the transaction of business. A majority of the persons entitled to vote (including the President) shall constitute a quorum for transaction of business at any meeting of the Board.
5.7 Controlling Vote
Unless otherwise provided by these bylaws, the controlling vote at any meeting shall be the majority of those present who are eligible to vote. At an annual meeting or a meeting of the Section, all members shall be eligible to vote.
5.8 Conference Calls or Action by Consent
At the option of the President, any meeting of the Board may be conducted by conference call. In the event that President determines there is particular need to take action and it is impractical to convene a special meeting, the Board may take action by the telephoned, or written consent of two-thirds of the members of the Board, subject to review at the next regular or special meeting.
VI. Amendment to Bylaws
These bylaws may be amended by an affirmative vote of two-thirds of the members of the Board or by a two-thirds majority vote of those present at the annual meeting after proper notice.
VII. Committees
6.1 Establishment
The Board may create by resolution standing committees and special committees to conduct the programs and projects of the Section.
6.2 Standing Committees
The Board may by majority vote change the composition and structure of the standing committees.
6.3 Special Committees
The Board may establish special committees as it deems advisable from time to time for carrying on the activities of the Section.
6.4 Chairpersons
Except as provided in paragraph 6.1, chairpersons of the committees shall be appointed by the President with the advice and consent of the Board. They shall serve at the pleasure of the President.