COLORADO BAR ASSOCIATION
BYLAWS
(Third Amended - March 22, 2013)
Of the
SOLO SMALL FIRM SECTION
ARTICLE I
Name and Purpose
NAME. This Section shall be known as the Solo Small Firm Section of the Colorado Bar Association (the "Section.")
PURPOSE. The purpose of the Section is to assist solo and small firm lawyers engaged in the practice of law by enhancing their substantive and managerial skills. Working in coordination with other substantive sections and the Colorado Bar Association Law Practice Management and Technology Committee, the Section will study, collect, develop and disseminate information and materials on subjects of interest and concern to its Members through publications, seminars, meetings, and other suitable means. The Section will also promote an understanding of the role of its Members and the objectives of the Colorado Bar Association (the "CBA") to the public in general.
ARTICLE II
Membership and Dues
2.1 MEMBERSHIP. The Membership of the Section shall consist of those Members whose dues have been paid, as provided for in this Article. Any attorney Member of the CBA in good standing shall be enrolled as a Member of the Section upon payment of the annual Section dues. A CBA Associate Member must be supervised and sponsored by an attorney CBA Member, but shall not have the right to vote or serve as an officer of the Section. Section Membership and participation by Patron Members is subject to approval by the Section Council.
2.2 DUES. Dues for membership in the Section shall be in an amount set by the Section through its Council. Dues shall be payable upon enrollment and thereafter annually at the start of the CBA fiscal year.
2.3 TERMINATION OF MEMBERSHIP. Any person who fails to pay Section dues within 60 days of the start of the CBA fiscal year, or ceases to be a member of the CBA, shall cease to be a Member of the Section.
ARTICLE III
Council
3.1 COUNCIL. There shall be a Council of the Section consisting of the Officers of the Section as outlined in Article IV, the Immediate Past Chair, the Blog Editor, the CBA Young Lawyers Division Representative, the CBA Board of Governors Representative, and four (4) Council Members-at-Large elected to the Council by the Members of the Section. In 2004, four (4) Council Members_at_Large shall be elected__two for one_year terms, and two for two_year terms. In 2005 and thereafter, Council Members_at_Large shall be elected for two_year terms. No Council Member_at_Large may serve more than two (2) consecutive two_year terms as Members_at_Large. In the event that any Council position is filled by more than one person, the position shall have only one vote. In the event that any person holds more than one position, that person shall only have one vote.
(a) BOARD OF GOVERNORS REPRESENTATIVE. The Council shall appoint a person to be the Section’s Representative to the CBA Board of Governors. The Representative shall be appointed for a two (2) year term. The Representative may be appointed for an additional term(s), not to exceed 3 consecutive two-year terms. If the Representative shall be unable to attend any meeting of the Board of Governors, he/she shall immediately notify the Chair, who shall either attend the meeting or shall appoint another proxy from the Section Membership. The Representative shall be entitled to use his/her best judgment in voting on matters that come before the Board of Governors except that if the Council directs a referendum, either by mail ballot or by referral of a question to the Members at a meeting thereof, the Representative shall be bound to vote in accordance with the will of the Members.
(b) YOUNG LAWYERS DIVISION REPRESENTATIVE. The Council shall appoint a person who is preferably a member of the CBA Young Lawyers Division to serve a one- year term as the liaison between the Section and the CBA Young Lawyers Division. The Representative may be appointed for an additional term(s), not to exceed three (3) consecutive one-year terms.
3.2 QUORUM. A majority of the Members of the Council shall constitute a quorum for the transaction of business of the Council.
3.3 VOTING. All votes of the Council shall be decided by a majority. The Chair (or acting Chair) shall have no vote, except in the event of a tie.
3.4 POWERS AND FUNCTIONS.
(a) The Council shall be vested with the powers and duties necessary for the supervision and control of the affairs of the Section.
(b) The Council shall have authority to create committees within the Council or committees and subsections within the Section for any purpose it deems appropriate.
(c) The Council shall have authority to authorize all commitments or contracts which shall entail the payment of money. The Council shall not authorize commitments, contracts or expenditures which entail the payment during the fiscal year of more money than the funds available for the revenues of the Section reasonably projected for such fiscal year without the approval of the CBA Executive Council. No compensation shall be paid to any officer or member of the Council of the Section; however, out-of-pocket expenses may be paid as authorized by the Council.
(d) Between meetings of the Membership, the Council shall have authority to perform the functions that the Membership of the Section might perform. The Council shall report to the Membership of the Section at each meeting any actions taken since the last meeting of the Membership of the Section.
(e) The Council may direct a referendum by mail or electronic mail ballot of the Members of the Section. A majority of the votes cast in the referendum shall determine the policy of the Section with respect to the question submitted. Such referendum shall be conducted according to the rules established by the Council.
ARTICLE IV
Officers
4.1 OFFICERS. The Officers of this Section shall be comprised of a Chair, a Chair-Elect, a Secretary, and a Treasurer, all of whom, except as hereinafter provided, shall serve terms commencing July 1. The Officers and Council Members-at-Large of the Section shall be elected by the Members as set out in Article VI. Thereafter, the Chair-Elect shall automatically succeed to the office of Chair for the next following year, and each succeeding Chair-Elect shall automatically succeed to the office of the Chair upon completion of the Chair’s term of office each year. One person may hold the offices of Secretary and Treasurer.
4.2 CHAIR. The Chair shall: (i) preside at all meetings of the Members of the Section and of the Council; (ii) appoint committees or subsections of the Section; (iii) plan and supervise the activities of the Section subject to the directions and approval of the Council; (iv) inform the Council of Section activities; (v) oversee implementation of the Section’s and Council’s decisions; (vi) appoint a Member of the Section to serve one or more one-year terms as the Legislative Liaison, who will coordinate with the CBA’s Director of Legislative Relations to inform the Members of any pending legislation pertinent to the Section. ; and (vii) perform such other duties and acts as may be designated by the Council.
4.3 CHAIR-ELECT. The Chair-Elect shall: (i) assist in the performance of the Chair’s responsibilities in such manner and to such extent as the Chair may request; (ii) preside at meetings of the Section and the Council in the absence of the Chair; (iii) perform such duties and have such powers as may be designated by the Council or the Chair. In the event the Chair is unable to perform his/her duties, the Chair-Elect shall perform the duties of the Chair for the remainder of the Chair’s term or period of disability as determined by the Council.
4.4 SECRETARY. The Secretary shall: (i) memorialize all meetings of the Section and Council; (ii) consult with and assist all Section Officers in the manner and to the extent requested; (iii) serve as the liaison between the Section and the CBA staff with respect to the retention and maintenance of books, records, papers, documents, and information in any form pertaining to the work of the Section; and (iv) shall certify minutes taken as a true record of the proceedings of all meetings of the Section and Council.
4.5 TREASURER. The Treasurer shall: (i) consult with and assist all Section Officers in the manner and to the extent requested; (ii) serve as a liaison between the Section and the CBA staff with respect to the financial affairs of the Section; (iii) specifically approve all requests for payments from Section funds; (iv) submit all requests for payment to the CBA; (v) keep a true record of requests for Section funds and report periodically to the Council and the Members on the financial status of the Section; and (vi) assist the CBA staff in posting monthly financial statements to the Section website.
4.6 REMOVAL OR RESIGNATION. If any member of the Council shall fail to attend two successive meetings of the Council, and if his/her absence is not deemed excused at either meeting by a majority of the Council, then the Member's position may be deemed vacated so long as the Secretary of each such meeting provides notice to that Member within 10 calendar days of the second meeting that was missed. However, if any officer or other member of the Council at any time after his or her election shall resign, or cease to be a member of the Section, then his or her office may be vacated, without action other than to note such fact in the minutes of the Council meeting. In the event of a vacancy created by operation of these bylaws of this Article, the remaining Members of the Council shall, by majority vote, elect a member of the Section to fill such vacancy and to serve for the unexpired term of the office vacated. A Member of the Council may resign from his/her position upon submission of notice to the Secretary.
4.7 VACANCIES. During the period between annual elections of the Section, the Council may fill vacancies in the offices of Secretary, Treasurer, Board Governors Representative, Young Lawyer’s Division representative, and Council Members-at-Large for their respective unexpired terms. In the event that the offices of the Chair and Chair-Elect shall simultaneously become vacant, the Council shall appoint a new Chair for the unexpired term. Between annual elections of the Section, the Council may fill vacancies in the seats of the Council Members-at-Large elected to the Council.
ARTICLE V
Committees and Subsections
5.1 COMMITTEES AND SUBSECTIONS. Committees and subsections may be appointed has provided in Sections 3.4 (b) and 4.1. A Committee or subsection may make recommendations to the Chair or the Council for such action as it deems appropriate but shall take no action without the approval of the Council.
ARTICLE VI
Nomination and Election of Officers and Council Members-at-Large
6.1 NOMINATING COMMITTEE. The Chair shall appoint a Nominating Committee of Members of the Section no later than March 15, which committee shall make and report to the Secretary no later than April 1 its slate of candidates for the following year for the office of Chair_Elect, Secretary, Treasurer, and Council Members_at_Large, as set forth in Section 3.1. If there shall then exist a vacancy in the office of Chair_Elect, the Nominating Committee shall also make and report its nomination for the following year for the office of Chair. The report of the Nominating Committee shall be circulated among the Members of the Section no later than April 15. Additional nominations for such offices may be made upon the petition of at least fifteen (15) Members of the Section filed with its Secretary no later than May 1. If no additional nominations are received by the Secretary by May 1, the Nominating Committee’s slate of candidates shall be declared elected. If a duly signed petition for additional nominations is received by the Secretary by May 1, an election for the position that is contested shall be conducted by the Secretary. A ballot listing the Nominating Committee’s slate of candidates and the additional nominations shall be mailed, either postal or electronic, to all Members of the Section no later than May 10. Members of the Section shall be instructed to return all ballots to the Secretary no later than May 25. The Secretary shall count all ballots received and the persons receiving the most votes of such ballots shall be declared elected. The Secretary shall report the results of the election to the Section and the CBA’s Director of Sections/Committees no later than June 1. Unless otherwise stated herein, terms of office shall begin on July 1 and end on June 30. The Nominating Committee shall use it bests efforts to verify that all nominees are willing to serve in the positions for which they have been nominated. The Nominating Committee will consider and be sensitive to the diverse ages and social, ethnic, gender, and geographic composition of the Section so that all Members may recognize that their interests and aspirations are being given serious attention both in the selection of Officers and Members of the Council, and in the conduct of the Section’s affairs.
ARTICLE VII
Meetings
7.1 SECTION MEETINGS. Meetings of the Section shall be conducted at such times and places as may be designated by four (4) Members of the Council or the Chair. The Members of the Section present at any meeting shall constitute a quorum for the transaction of business and all action of the Section shall be by a majority vote of Members present at a meeting.
7.2 COUNCIL MEETINGS. The Council shall meet at regular quarterly meetings. Special meetings may be called by the Chair or four (4) Members of the Council. A majority of the Council Members shall constitute a quorum for the transaction of business. Meetings may be held by teleconference or by other electronic means.
ARTICLE VIII
Amendment of Bylaws
8.1 These Bylaws may be amended at any Section meeting, or by referendum as described in Section 3.4 (d). No amendment shall be considered by the Section unless a copy of the proposed amendment shall have been posted on the Section web page at least fifteen (15) days prior to the vote on the proposed amendment.
8.2 These Bylaws, and any amendments hereto, shall become effective upon their approval by the CBA’s Board of Governors.