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Bylaws

THE COLORADO BAR ASSOCIATION

Bylaws

(as of May 2014)

PDF Print Version of Bylaws

Article 1. Name and Objects
Article 2. Affiliated Local Bar Associations
Article 3. CBA Membership; CBA Patrons
Article 4. Action by Members
Article 5. The Board of Governors
Article 6. The Executive Council
Article 7. Officers 
Article 8. Election of President-elect and Vice Presidents

Article 9. Committees
Article 10. Sections
Article 11. Special Policies
Article 12. Calendar
Article 13. Amendments to Bylaws or Articles of Incorporation
Article 14. Fiscal Policies

 

Article 1. Name and Objects

1.1.      Name.  The name of the association is The Colorado Bar Association (the "CBA").

1.2.      Objects.  The objects of the CBA are to advance the science of jurisprudence, to secure the more efficient administration of justice, to encourage the adoption of proper legislation, to advocate thorough and continuing legal education, to uphold the honor and integrity of the bar, to cultivate cordial relations among the lawyers of Colorado, and to perpetuate the history of the profession and the memory of its members.

 

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Article 2. Affiliated Local Bar Associations

2.1.      Affiliation of Local Bar Associations.  Any regularly organized local bar association in Colorado may become an Affiliated Local Bar Association of the CBA upon application to and approval by a majority vote of the Board of Governors.

2.2.      Existing Affiliated Local Bar Associations.  The local bar associations listed in Appendix A have elected to become and are hereby declared to be Affiliated Local Bar Associations.

2.3.      Termination of Affiliation.  Affiliation of an Affiliated Local Bar Association may be terminated by a majority vote of the Board of Governors.  The Affiliated Local Bar Association shall receive 30 days written notice of the contemplated termination of its affiliation.  Upon written request to the President (which request has been approved by the majority of the members of such Affiliated Local Bar Association), the Affiliated Local Bar Association shall be entitled to be heard at the meeting of the Board of Governors at which the termination is to be considered and voted upon.

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3. CBA Membership; CBA Patrons

3.1.      Classes of CBA Membership.  There shall be the following classes of CBA membership:

(a)        Active CBA Members.  An active CBA member is any lawyer (1) who is licensed and in good standing to practice law in Colorado and (2) who either (A) is a member of an Affiliated Local Bar Association or (B) is not a resident of Colorado.  Each active CBA member shall enjoy all of the rights and privileges of CBA membership including the right to vote and to hold office.

(b)        Associate CBA Members.  An associate CBA member is a non?lawyer whose primary occupation is directly involved in assisting attorneys on a regular basis in the delivery of legal services.  Associate CBA membership shall be limited to paralegals, legal assistants, law office administrators, legal secretaries, court personnel, and bar association staff who are residents of Colorado.  Each associate CBA member must have a CBA member who is a lawyer sponsor the associate CBA member's annual renewal of associate CBA membership and certify that the non?lawyer meets the qualification stated in the first sentence of this provision.  Each associate CBA member shall enjoy all of the rights and privileges of CBA membership except the right to vote or to hold office.

(c)        Honorary CBA Members.  An honorary CBA member is a distinguished lawyer who is elected to honorary membership in the CBA by a two?thirds vote of the Board of Governors.  Each honorary CBA member shall have such rights and privileges of CBA membership as may be specifically granted to him or her by the Board of Governors, which may or may not include the right to hold office or to vote, and shall be exempt from the payment of CBA dues.

(d)        Inactive CBA Members.  An inactive CBA member is a lawyer who is on inactive status with the Colorado Supreme Court and who is not a life CBA member or a retired CBA member.  An inactive CBA member need not join an Affiliated Local Bar Association.  Each inactive CBA member shall pay such CBA dues as may be fixed by the Board of Governors and shall enjoy all of the rights and privileges of CBA membership except the right to hold office or to vote.

(e)        Life CBA Members.  A life CBA member is a lawyer (1) who has been licensed to practice in Colorado or in any one or more other states for at least 50 years cumulatively, (2) who either (A) is licensed and in good standing to practice law in Colorado or another state, (B) is in good standing in Colorado or another state as a licensed lawyer on inactive status, or (C) is not licensed and in good standing in Colorado or in any other state but was, when last licensed as a lawyer, in good standing as such in all states where licensed and was not thereafter suspended or disbarred in any state, and (3) who has been a CBA member for the most recent 10 years.  Each life CBA member shall be exempt from the payment of CBA dues.  Each life CBA member who is licensed and in good standing to practice law in Colorado shall enjoy all of the rights and privileges of CBA membership, and each life CBA member who is not licensed and in good standing in Colorado shall enjoy all the rights and privileges of CBA membership except the right to hold office or to vote.

(f)        Resident CBA Members.  A resident CBA member is a lawyer (1) who is licensed and in good standing to practice law in a state other than Colorado but who is not licensed to practice law in Colorado, (2) who resides in Colorado, and  (3) who is a member of an Affiliated Local Bar Association.  Each resident CBA member shall pay the same CBA dues as are required of active CBA members and shall enjoy all of the rights and privileges of CBA membership except the right to hold office or to vote.

(g)        Retired CBA Members.  A retired CBA member is a lawyer (1) who has attained the age of 65 years, (2) who is not actively engaged in full?time law practice, (3) who, when last licensed as a lawyer was in good standing as such and was not thereafter suspended or disbarred, and (4) who is not a life CBA member.  Each retired CBA member shall enjoy all of the rights and privileges of CBA membership, including the right to vote but not the right to hold office, and shall pay such CBA dues as may be fixed by the Board of Governors.

(h)        Student CBA Members.  A student CBA member is any student of an accredited law school.  Each student CBA member shall enjoy such of the rights and privileges of active CBA members as may be specified by the Board of Governors, but not the right to hold office or to vote.

3.2.      Record of CBA Members; Admission; Address for Notices.

(a)        Record of CBA Members.  The Executive Director shall maintain a record of persons who have applied for CBA membership, are qualified to be CBA members, and have paid the dues then required for CBA membership, which record shall be categorized by CBA membership classification.  The record shall include the most recent address, if any, provided by each CBA member to the Executive Director for mailing notices to the CBA member.

(b)        Admission to CBA Membership.  Each person who is identified on the record maintained pursuant to Section 3.2(a) shall be deemed to be admitted to CBA membership in the respective category, subject to suspension, expulsion, or termination as provided by these Bylaws.

(c)        Notices to CBA Member.  Without limiting the effectiveness of notice given in any other manner that may be provided in these Bylaws, notice given in a writing deposited with sufficient postage in the United States post, addressed to a CBA member at the address stated on the record maintained pursuant to Section 3.2(a), shall be deemed to have been given to that CBA member upon such deposit.

3.3.      CBA Dues.

(a)        Fixing Dues.  Subject to the provisions of Section 3.1, the Board of Governors shall have the power (1) to fix the amount of dues paid by CBA members; (2) to establish classifications for such purposes; and (3) to establish the times and procedures by which (A) notice of dues shall be given, (B) dues shall be paid, (C) delinquency may be determined, and (D) delinquent CBA members may be stricken from the record of members maintained pursuant to Section 3.2(a).

(b)        Waiver of Dues.  The Board of Governors may waive the dues of any CBA member.

3.4.      Suspension or Expulsion of Member.  The Board of Governors may suspend or expel any CBA member from the CBA for such cause or causes, if any, as it may determine, without a right of refund of CBA dues paid; provided, however, that such suspension or expulsion is effectuated in accordance with the following procedures:

(a)        Notice of Impending Action.  Notice of the impending suspension or termination shall be given to the CBA member not less than 15 days prior to the effectiveness of such suspension or expulsion, which notice shall state the cause or causes, if any, of the suspension or expulsion.

(b)        Opportunity to Be Heard.  If the CBA member requests, by written notice actually received by the Executive Director before the effectiveness of the suspension or expulsion, the opportunity to state his or her reasons why he or she should not be suspended or expelled, the CBA member shall be given the opportunity either:

(1)        To provide, within 15 days after he or she is given notice of the right to do so, a written statement to the Executive Council stating his or her reasons why he or she should not be suspended or expelled; or

 (2)       To make an oral statement before a meeting of the Executive Council, at such time as the Executive Council determines in a notice given to the CBA member not less than five days before such meeting, of his or her reasons why he or she should not be suspended or expelled.

The determination of whether the CBA member's statement of reasons against suspension or expulsion is to be made in writing or by oral statement shall be made either by the Board of Governors at the time it first determines to suspend or expel the CBA member or, in the absence of such determination, by the President.

(c)        Final Determination.  The determination whether or not to suspend (and, if so, on what terms and conditions for reinstatement) or to expel the CBA member shall be made by the Executive Council, within such time after the CBA member has had the opportunity provided for in Section 3.4(b) as the Executive Council may determine, and notice of the determination shall be given to the CBA member.  Such determination shall be final.

(d)        Responsibility for Notices to CBA Member.  The notices that are to be given to the CBA member pursuant to the foregoing procedures shall be given by the President or, if the President does not do so, by the Executive Director.

(e)        Effect of Section.  This Section 3.4 is intended to be a bylaw provision within the meaning of Section 7?126?302(1), Colorado Revised Statutes.  Any proceeding challenging a suspension or expulsion pursuant to this Section 3.4 must be commenced within one year after the effective date of the suspension or expulsion.

3.5.      Termination or Suspension of CBA membership Upon Disbarment or Suspension.

(a)        Termination of CBA Membership.  The CBA membership of a CBA member shall automatically terminate, without a right of refund of CBA dues paid, upon the CBA member's disbarment or suspension for more than 12 months from the practice of law in Colorado or before the United States Supreme Court or the federal courts of the District of Colorado.  A person whose CBA membership has been terminated by reason of such disbarment or suspension may be reinstated to CBA membership only if and when (1) the person has been reinstated to practice in all courts from which such person was disbarred or suspended, (2) the person is otherwise eligible for CBA membership, and (3) the person is admitted and enrolled pursuant to Section 3.2.

(b)        Suspension of CBA Membership.  The CBA membership of a CBA member who has been suspended from the practice of law in Colorado, or before the United States Supreme Court or the federal courts of the District of Colorado for a period of 12 months or less shall continue during the suspension, but, during the suspension, the CBA member shall relinquish all privileges of holding office and voting, without a right of refund of CBA dues paid.

(c)        Effect of Section.  This Section 3.5 is intended to be a bylaw provision within the meaning of Section 7?126?302(1), Colorado Revised Statutes.  Any proceeding challenging a termination or suspension pursuant to this Section 3.5 must be commenced within one year after the effective date of the suspension or expulsion.

3.6.      Patrons of the CBA.  A patron of the CBA is any non?lawyer or organization who provides ancillary goods or services to lawyers or to the legal profession and who applies to the Executive Director for recognition as a patron of the CBA.  Patrons of the CBA may include, but are not limited to, arbitrators, mediators, certified public accountants, private investigators, court reporters, educators, and professional consultants.  No sponsorship by a CBA member is required for recognition as a patron of the CBA.  Patrons of the CBA shall pay such fees as may be fixed by the Board of Governors, and may participate in such CBA activities and privileges as may be approved by the Board of Governors, but no patron of the CBA may hold office or vote.

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Article 4. Action by Members

4.1.      Meetings of Members.

(a)        Call.  A meeting of the CBA members shall be called by the Executive Director at the direction of the Board of Governors.  Such direction shall specify the purpose or purposes for which the meeting is to be held.

(b)        Notice.  The Executive Director shall give notice of the meeting promptly after being directed to do so pursuant to Section 4.1(a).  The date of the meeting shall not be fewer than 30 nor more than 60 days after the date the notice is given.  The notice shall be given to each person who is a CBA member at the close of business on the day preceding the date the notice is given, whether or not the CBA member is entitled to vote at the meeting.  The notice shall state the date, time, and place of the meeting and a description of the purpose or purposes for which the meeting is called and shall be given by mail or by such other means as the Board of Governors may determine.

(c)        Quorum.  At the meeting, a quorum for the transaction of business shall be five percent of all of the CBA members who are entitled to vote at the meeting.

(d)        Presiding Officer.  The President, or, in his or her absence, the President?elect, or in his or her absence, the Senior Vice President, or in his or her absence, the Vice Presidents in the alphabetical order of their surnames, shall be presiding officer at the meeting, provided, however, that, upon the vote of a majority of the CBA members who are present at the meeting and entitled to vote, taken upon the call of any 30 of such CBA members, another person may be elected to be presiding officer at the meeting.

(e)        Limiting Attendance to Voting Members.  If the presiding officer, the Board of Governors, or a majority of the CBA members who are present at a meeting and entitled to vote so direct, only CBA members entitled to vote at the meeting shall be allowed in attendance, notwithstanding that others may have been entitled to receive notice of the meeting.

(f)        Conduct of Meeting.  Except as otherwise provided herein, meetings shall be conducted according to customary parliamentary rules, as such rules may reasonably be determined by the presiding officer.  No member shall, without leave, be permitted to speak more than 10 minutes at any one time or more than twice on the same subject.

(g)        Action; Business Restricted to Noticed Purposes.  At the meeting, if a quorum is present, the vote of a majority of the CBA members in attendance and entitled to vote shall constitute the act of the CBA.  Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the CBA members.

(h)        Adjournment.  If the meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment.

4.2.      Action of Members without Meeting.  Any action that may be taken at a meeting of the CBA members may be taken without a meeting if a majority of the CBA members entitled to vote consent to such action in writing.  The procedures for such action shall be such as the Board of Governors may establish from time to time, subject to applicable law.

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Article 5. The Board of Governors 

5.1.      General Powers.  All powers of the CBA shall be exercised by or under the authority of, and the business and affairs of the CBA shall be managed under the direction of, the Board of Governors, except as specifically provided otherwise in these Bylaws.  The Board of Governors may refer to the CBA members, for action pursuant to Section 4.1, such matters as the Board of Governors considers necessary or appropriate.

5.2.      Composition of the Board of Governors.  The Board of Governors shall consist of Governors selected as follows:

(a)        Governors from Affiliated Local Bar Associations.

(1)        Number.   Each Affiliated Local Bar Association shall be entitled to select one Governor for each 200, or fraction thereof, of its members who are CBA members entitled to vote.

(2)        Selection and Removal.  Each Affiliated Local Bar Association shall select its Governors from among its members who are CBA members entitled to vote and hold office, and may remove its Governors, pursuant to such procedures as it may determine.

(3)        Term.  A Governor's term shall commence on July 1 following his or her selection.  Except as is otherwise provided by the rules governing the Affiliated Local Bar Association from which the Governor is selected, the Governor shall serve for two years and until his or her successor is selected and qualified.

(4)        Certification.  The Affiliated Local Bar Association shall certify to the Executive Director the identity of its selected Governors, promptly upon the making of the selections.

(5)        Vacancies.  Each Affiliated Local Bar Association shall promptly fill vacancies as they occur among its Governors, certifying the new Governors to the Executive Director promptly as they are selected.  If the vacancy has existed for two or more successive meetings of the Board of Governors, the Board of Governors may fill the vacancy by the selection of a Governor from among the CBA members who are members of the Affiliated Local Bar Association; provided, however, that (A) the Executive Director shall have notified the Affiliated Local Bar Association of the possibility of such action by the Board of Governors at least 30 days prior to the date of the meeting of the Board of Governors at which such action is taken (B) and the Affiliated Local Bar Association shall not itself have filled the vacancy in the meantime.  For purposes of this Section 5.2(a)(5), if a Governor who has been selected by an Affiliated Local Bar Association fails to attend two successive meetings of the Board of Governors, the Board of Governors may deem his or her seat to have been vacated at the first of those meetings.

(b)        CBA Officers.  The following officers shall be Governors during their respective terms in office:  the President, the President?elect, the Immediate Past President, each Vice President, the Treasurer, and the Executive Director.

(c)        Certain Office Holders.  The following persons shall be Governors, with full power to vote on any matter that may come before the Board of Governors if they are CBA members otherwise entitled to vote and hold office:  the Dean of the University of Colorado School of Law; the Dean of the University of Denver College of Law; all Colorado delegates to the House of Delegates of the American Bar Association; four lawyers who are each members of the Colorado General Assembly, two of whom are selected by each of the two political parties having the largest numbers of members in the Colorado General Assembly; and the Chair of the CBA Young Lawyers Division.

(d)        Governors from Designated Organizations.

(1)        Designation of Organizations.  The Board of Governors may, from time to time, designate organizations that are entitled to representation on the Board of Governors ("Designated Organizations").  Appendix B to these Bylaws shall be maintained as a list of current Designated Organizations.  Criteria to be considered when determining whether to designate an organization as a Designated Organization may include the following, together with any others the Board of Governors may deem relevant:

(A)       Whether the organization represents a distinct and significant interest and the organization is generally recognized as being representative of that interest;

(B)       Whether the organization represents an interest not otherwise adequately represented on the Board of Governors;

(C)       Whether a substantial number of CBA members share the organization's interest;

(D)       Whether a substantial number of the CBA members sharing the organization's interest are members of the organization; and

(E)       Whether at least a majority of the members of the organization are CBA members.

(2)        Qualifications and Conditions for Designation of Designated Organization.  The Board of Governors may establish qualifications and conditions for designation as a Designated Organization, which qualifications and conditions may include the payment of special dues or fees to the CBA by the Designated Organization or its members; and such qualifications and conditions may be in addition to or different from the qualifications and conditions established for other Designated Organizations.

 (3)       Termination of Designation of Designated Organization.  The entitlement of a Designated Organization to representation on the Board of Governors may be terminated by the Board of Governors.  The Designated Organization shall receive 30 days written notice of the contemplated termination of its entitlement.  Upon written request to the President (which request has been approved by the majority of the members of such Designated Organization), the Designated Organization shall be entitled to be heard at the meeting of the Board of Governors at which the termination is to be considered and voted upon.

(4)        Selection of Governor; Removal; Qualification.  Pursuant to such procedures as it may determine, each Designated Organization shall select one of its members, who is a CBA member entitled to vote and hold office, to be a Governor.  A Designated Organization may remove a person as its selected Governor pursuant to such procedures as it may determine.  A person may serve as a Governor pursuant to such selection only so long as the person remains a CBA member entitled to vote and hold office and remains a member of the Designated Organization.

(5)        Certification of Governor.  The Designated Organization shall certify to the Executive Director the identity of its selected Governor, promptly upon the making of the selection.

(6)        Term of Governor.  The term of a Governor selected by a Designated Organization shall commence on July 1 following his or her selection.  Subject to prior removal by the Designated Organization, the Governor shall serve for two years and until his or her successor is selected and qualified.

(7)        Vacancies.  Each Designated Organization shall promptly fill any vacancy as it occurs in its position of Governor, certifying to the Executive Director the identity of the new Governor promptly as the selection is made.  If the vacancy has existed for two or more successive meetings of the Board of Governors, the Board of Governors may fill the vacancy by the selection of a Governor from among the CBA members who are members of the Designated Organization; provided, however, that (A) the Executive Director shall have notified the Designated Organization of the possibility of such action by the Board of Governors at least 30 days prior to the date of the meeting of the Board of Governors at which such action is taken (B) and the Designated Organization shall not itself have filled the vacancy in the meantime.  For purposes of this Section 5.2(d)(7), if a Governor who has been selected by a Designated Organization fails to attend two successive meetings of the Board of Governors, the Board of Governors may deem his or her seat to have been vacated at the first of those meetings.

5.3.      Meetings; Notice; Quorum.  Meetings of the Board of Governors shall be held at the call of the Executive Council, the President, or 10 percent of the Governors.  At least 10 days' prior notice of any meeting shall be given to the Governors, but any member may waive notice before, at, or after a meeting.  One?third of the Governors shall constitute a quorum.

5.4.      Attendance and Voting.  Except as may be stated in the notice of the meeting or determined by a majority of the Governors present at the meeting, all CBA members, whether or not entitled to vote, shall be welcome to attend any meeting of the Board of Governors.  CBA members who are not Governors shall not be entitled, by reason of attendance at a meeting of the Board of Governors, to vote with respect to any matter that comes before the meeting.

5.5.      Action at Meetings.  At any meeting of the Board of Directors, if a quorum is present, the vote of a majority of the Governors in attendance and entitled to vote shall constitute the act of the Board of Governors.

5.6.      Secretary.  The Executive Director shall be secretary of the Board of Governors.

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Article 6. The Executive Council

6.1.      General Powers.  The Executive Council shall have and be entitled to exercise all of the power and authority of the Board of Governors between meetings of the Board, including without limitation the authority of ratification and adoption specified in Section 11.3 and any action or decision that is specifically provided in these Bylaws to be taken or made by the Board of Governors; provided, however, that the Executive Council shall have no power or authority with respect to:

(a)        Amendment of these Bylaws or the CBA Articles of Incorporation;

(b)        Any matter as to which the Board of Governors, by resolution, shall restrict the authority of the Executive Council, to the extent of such restriction;

(c)        Any matter which the President refers to the Board of Governors prior to Executive Council action on the matter; and

(d)        Any matter which any three members of the Executive Council, by affirmative vote at an Executive Council meeting and notwithstanding a larger negative vote by other members of the Executive Council, refer to the Board of Governors prior to adjournment of the meeting at which the Executive Council takes action on the matter.

Referral of a matter to the Board of Governors pursuant to Section 6.1(d) shall nullify the action taken by the Executive Council on the matter.  Unless the matter otherwise comes before the Board of Governors within 90 days after the referral, the Executive Council shall call a meeting of the Board of Governors, to be held within 90 days after the referral, to consider the matter.

6.2.      Composition; Qualification; Terms.

(a)        Composition.  The Executive Council shall consist of the following members, who shall serve for the stated terms:

(1)        The President, to serve during the term of office;

(2)        The President?elect, to serve during the term of office;

(3)        The Immediate Past President, to serve during the term of office;

(4)        All Vice Presidents, to serve during the terms of office;

(5)        The Treasurer, to serve during the term of office;

(6)        The Executive Director, to serve during the term of office;

(7)        The Chair of the CBA Young Lawyers Division, to serve during the term of office;

(8)        The President of the Denver Bar Association, to serve during the term of office;

(9)        Three Governors who are Section representatives on the Board of Governors and who are selected for membership on the Executive Council by a majority of the Governors who are Section representatives to the Board of Governors, each member to serve for a term of two years commencing July 1 but subject to removal and replacement at any time by the vote of a majority of the Governors who are Section representatives to the Board of Governors; and

(10)      Four Governors, no more than two of whom shall be from the same District; two of such Governors shall be appointed by each successive President with the approval of the Board of Governors, and each shall serve for a term of two years commencing July 1.

(b)        Qualification and Terms.  Each member of the Executive Council must be a Governor at the time his or her term on the Executive Council commences, but his or her term on the Executive Council shall continue to its end notwithstanding that he or she may cease to be a Governor after commencement of such term.  A person may serve as a member of the Executive Council only so long as the person remains a CBA member entitled to vote and hold office.

6.3.      Meetings; Quorum; Action.  The Executive Council shall hold regular meetings on such schedule as it may adopt and shall hold special meetings at the call of the President, of the Executive Director, or of any three Executive Council members.  A majority of the members of the Executive Council shall constitute a quorum.  The act of a majority of the members present at any meeting shall be the act of the Executive Council, except as provided in Section 6.1(d).

6.4.      Secretary; Records and Reporting.  The Executive Director shall serve as secretary of the Executive Council.  All actions of the Executive Council shall be recorded and reported to the Board of Governors.

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Article 7. Officers

7.1.      Officers.  The officers of the CBA shall be a President; a President?elect; the Immediate Past President; seven Vice Presidents (one of whom shall be the Senior Vice President in accordance with the provisions of Section 8.4); an Executive Director; and a Treasurer.

7.2.      Selection of Officers.

(a)        Elected Officers.  The President?elect shall become the President upon the expiration or termination of the term of the preceding President.  The President?elect and each of the Vice Presidents shall be selected as provided in Section 8.

(b)        Executive Director.  The Executive Director shall be appointed by the Joint Management Committee.  The Executive Director shall serve at the will of the Joint Management Committee and at such compensation and under such bond as the Joint Management Committee may determine.

(c)        Treasurer.  The Treasurer shall be appointed by the Board of Governors for a term of three years, and shall serve at the will of the Board and under such bond as the Board of Governors may determine.  The Treasurer may serve more than one term.

7.3.      Duties.  Each of the officers shall exercise such authority and perform such duties as shall be determined by these Bylaws or by the Board of Governors.  Specific authority and duties are provided below in this Section 7.3.

(a)        President.  The President shall preside at all meetings of the Board of Governors, of the Executive Council, and of the CBA members.  The President shall visit each District at least once during the President's term, for the purpose of meeting with members of the Affiliated Local Bar Associations located within the District.  The President shall be an ex officio member of all committees.  The President shall, with the advice and consent of the Board of Governors, appoint all CBA delegates to the House of Delegates of the American Bar Association upon the expiration or termination of the terms of the then?serving delegates.  Delegates shall be eligible for reappointment.

(b)        President?elect.  The President?elect shall assume the duties of President when the President is unable to perform such duties.  The President?elect shall be a member of committees as may be provided elsewhere in these Bylaws or the appendices to these Bylaws.  The President?elect shall undertake special assignments at the request of the President and shall perform such of the President's duties as the President may delegate.

(c)        Vice Presidents.  Each Vice President shall serve as an active liaison between the CBA and each Affiliated Local Bar Association in the District from which such Vice President has been elected.  Vice presidents shall undertake special assignments at the request of the President.

(d)        Treasurer.  The Treasurer shall, under the direction of the Board of Governors, supervise the CBA's accounts, including supervision of the collection and disbursement of all CBA funds.  The Treasurer shall, at such times as may be directed by the Board, submit detailed statements of the moneys received and expended by the CBA, the amounts due to and from the CBA, and an estimate of the income and expenditures for the ensuing year.  The Treasurer's books and accounts shall be at all times subject to examination and audit by the Board of Governors and by any committee appointed for that purpose.  Such books and accounts shall be audited independently at the end of each fiscal year by such auditors as the Board of Governors may determine.

(e)        Executive Director.  The Executive Director shall keep a record of the proceedings of all meetings of CBA members, of the Board of Governors, of the Executive Council, and of such other meetings as the Board of Governors may direct.  The Executive Director shall assist the CBA officers in the performance of their duties and shall perform such other duties as may be assigned to the Executive Director by the Board of Governors, the Executive Council, or the President.  The Executive Director shall keep an accurate roll of all officers; notify all officers of their election to office and all members of their appointment to committees; furnish the Treasurer with the names and addresses of all members; conduct correspondence on behalf of the CBA; keep the CBA's seal; and, under the supervision of the Treasurer, collect and disburse the CBA's funds and keep accurate accounts of the CBA's fiscal affairs.  The Executive Director shall, in cooperation with the President and Nominating Committee, coordinate and facilitate all elections and selections of CBA officers other than the Executive Director.  The Executive Director shall have authority, with approval of the President, to employ, supervise, and terminate such administrative and other staff members of the CBA as may be necessary or appropriate.

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Article 8. Election of President-elect and Vice Presidents

8.1.      Commencement of Terms.  The terms of all offices of the CBA shall commence on July 1 of the respective year.

8.2.      Establishment of Districts.  For the purpose of providing rotation of the Presidency and representation on the Executive Council, the Affiliated Local Bar Associations shall be divided into the Districts identified in Appendix A.

8.3.      Election and Term of President?elect; Rotation.  The President?elect shall be elected as stated in Section 8.5 to serve one year as President?elect and the succeeding year (and until his or her successor is determined) as President.  For terms beginning in odd?numbered years, the President?elect shall be a member of an Affiliated Local Bar Association in the First District and shall have his or her principal office in that District.  For terms beginning in even?numbered years, the President?elect shall be a member of an Affiliated Local Bar Association in, and shall have his or her principal office in, a District other than the First District, which District shall be, for the term beginning in 2004, the Third District and which shall be, in succeeding even?numbered years, the next District (other than the First District) in numerical order, respectively.

8.4.      Election and Terms of Vice Presidencies.  Each of the Vice Presidents shall be a member of an Affiliated Local Bar Association in the District from which the Vice President is elected and shall have his or her principal office in that District.  The Senior Vice Presidency shall rotate annually among the seven Districts in the order they are numbered.    The Vice Presidents shall be elected as stated in Section 8.5 to serve one?year terms and until their respective successors are elected.

8.5.      Nomination and Election Procedures.

(a)        Nominating Committee.  Subject to the provisions of Section 8.5(b) with respect to the election of Vice Presidents, nominations for the elective  offices shall be made by a Nominating Committee consisting of the following members, determined between July 1 and October 1 of the year preceding the year in which the elected officers' terms shall commence: (1) the President; (2) three CBA members appointed by the President, one of whom shall be a past President and who shall chair the Committee; (3) one CBA member chosen from each District by a majority of the Governors from that District; (4) one Governor who is a Section representative on the Board of Governors and who is chosen by a majority of the Governors who are Section representatives to the Board of Governors; and (5) the President-elect.  Not later than November 15 following the selection of the Nominating Committee, notice of their names and addresses shall be given to the CBA members.

(b)        Procedures for Selection of Nominees for Vice Presidents.    The Governors from all of the Affiliated Local Bar Associations located in each District shall caucus at a place and time of their choosing to select the person who shall stand for election as the vice president nominee for that District.  The name of such selected person shall be provided by the caucus to the Nominating Committee not later than December 31st of the year preceding the year in which the term of office for such person would begin.  The Nominating Committee shall nominate such selected person to be the nominee for Vice President for the respective District.  If a District fails timely to make its selection, the Nominating Committee shall select the nominee for Vice President for that District.

(c)        Standards.  The President shall instruct the Nominating Committee and the district caucuses referred to in Section 8.5(b) that officers shall be chosen on the basis of ability and willingness to serve the CBA's needs, rather than as a method of conferring honors.  The President shall also instruct the Nominating Committee and such caucuses to consider and be sensitive to the diverse composition of the CBA, so that all members may recognize that their interests and aspirations are being given serious attention both in the selection of officers and in the conduct of the CBA's affairs.  The President shall also instruct the Nominating Committee and such caucuses on the qualifications required by these Bylaws for each office holder, including the requirements of Section 8.3 and Section 8.4.

(d)        Nominating Committee Report.  On or before February 15 of the year in which their terms would begin, the Nominating Committee shall nominate one qualified person for each of the elective offices of the CBA and shall provide the names of the nominees to the Executive Director.  The Executive Director shall give notice of the nominees, stating their names and addresses and the Districts in which they are members of Affiliated Local Bar Associations and in which they have their principal offices, to all CBA members prior to March 15 of that year.

(e)        Nominations by Petition.  In addition to the nominations made by the Nominating Committee, persons may be nominated by petition for any of the elective offices of the CBA pursuant to the provisions of this Section 8.5(e).  Each such petition shall be in writing (which may be in counterparts) and shall state the name of each person nominated, the office for which the nomination is made, the nominee's address, and the District in which the nominee is a member of an Affiliated Local Bar Association and has his or her principal office.  Each such petition shall be signed by not less than 100 CBA members who are entitled to vote and shall be delivered to the Executive Director on or before April 15 of the year in which the nominee's term would begin.  Each such nominee shall have the qualifications required by these Bylaws for the respective office and, further, each nominee shall have his or her principal office within the same District as the person nominated for that office by the Nominating Committee and shall be a member of an Affiliated Local Bar Association within that District.

(f)        Election Procedures.

(1)        Uncontested Election.  If no other nomination is made pursuant to Section 8.5(e) for a particular office, the nominee nominated to that office by the Nominating Committee shall be deemed elected automatically to that office and shall assume that office as of July 1 of that year.

(2)        Contested Election.  If there is, in addition to the nominee of the Nominating Committee, one or more other persons nominated for any office pursuant to Section 8.5(e), then the election for that office shall be conducted as follows:  On or before April 30 of the year in which the term of that office begins, the Executive Director shall prepare and cause to be provided to all CBA members who are entitled to vote a ballot setting forth the nominees for all of the contested offices.  The ballot shall be accompanied by such short biographical sketch, if any, that each nominee may submit for that purpose not later than April 20 of that year.  All returned ballots received at the CBA office by 4:00 p.m. on or before the following May 15, bearing such proof of validity as may be determined necessary by the Board of Governors, shall be counted under the supervision of the Executive Council.  The winner of the election for each contested office shall be that nominee receiving a plurality of the votes validly cast for that office.  The Executive Director shall certify the results of the election to the President and the Board of Governors, and, under the direction of the President, shall notify all nominees of the results.  Such certification and notification shall be completed on or before June 1 of that year.

(3)        Election Procedures.  The Board of Governors may provide for the issuance of ballots and biographical sketches and for the return of ballots by means other than mail as contemplated in Section 8.5(f)(2); provided, however, that such procedures shall never preclude the use of the mail with respect to any CBA member who is entitled to vote in the election and who cannot, or does not choose to, participate in the election by such other means.

(g)        Dates.  If any of the dates specified in this Section 8.5 falls on a Saturday, Sunday, or holiday observed by the State of Colorado, the date shall be deemed instead to be the next business day following the date so specified.

8.6.      Presidential Succession; Vacancy.  No President shall serve two successive terms; provided, however that, if the President?elect becomes President upon a vacancy in the Presidency, he or she shall serve the remainder of the predecessor President's term as well as the term for which he or she was elected.  If there is no President?elect at the time of the vacancy in the Presidency, the Senior Vice President shall become the President; and, if there is no Senior Vice President or the Senior Vice President chooses not to serve, the Board of Governors shall select one of the Vice Presidents to become the President, and such Senior Vice President or Vice President shall serve the remainder of the predecessor President's term.

8.7.      Vacancies in Offices Other Than President.  The Board of Governors shall fill each vacancy in any office other than that of the Presidency.  If an office of Vice President becomes vacant, the vacancy shall be filled from the District in which the vacancy occurred.  If the office of President?elect becomes vacant, the vacancy shall be filled from within any of the Districts from which a person could have been nominated to hold the office for that term; provided, however, that, if the vacancy occurs by reason of the President?elect becoming President to fill a vacancy in that office pursuant to Section 8.6, then the vacancy in the office of President?elect shall not be filled.

 

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Article 9. Committees

9.1.      Standing Committees.  The Standing Committees shall be as listed in Appendix C.  The Standing Committees shall have such duties as are specified in Appendix C, together with such other duties as the Board of Governors or the President may assign.

9.2.      Special Committees.  The President may establish such special committees as the President deems advisable.  The President shall report the establishment of any such committee to the Executive Council and to the Board of Governors at their next meetings, respectively, following such establishment.

9.3.      Appointments to Committees.  The President shall appoint all members of all committees.  The President shall endeavor to rotate committee appointments to give CBA members the opportunity to serve on committees while also retaining an appropriate continuity of committee membership.  The President may, in appropriate cases, appoint persons who are not lawyers and persons who are not CBA members to committees.

9.4.      Committee Officers, Rules, and Reports.  The President shall designate the chair of each committee.  Each committee may select from its members a vice?chair, a secretary, and such other officers as it deems appropriate.  Each committee may adopt and amend rules for its procedures and operations.  Each committee shall make a written annual report to the CBA, which report shall be delivered to the Executive Director at least 30 days before the end of the fiscal year.

9.5.      No Representation on Board of Governors.  Committees shall not be entitled to representation on the Board of Governors.

9.6.      Board of Governors Review.  The Board of Governors shall, from time to time, review each committee to determine whether it is necessary or appropriate to continue that committee.  The Board of Governors may eliminate any committee.

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Article 10. Sections

10.1.    Establishment.  The Board of Governors shall establish Sections devoted to the improvement of the professional knowledge and skill of CBA members in particular fields of law.

10.2.    Section Membership.  There shall be no qualification for membership in any Section other than CBA membership, application for enrollment in such Section, and the payment of such Section dues and fees (including dues and fees payable by CBA members who may be exempt from payment of CBA dues) as may be established by the Section.

10.3.    Bylaws; Officers; Committees.  Each Section shall have the power to adopt its own bylaws not inconsistent with these Bylaws, but no such bylaws shall become effective unless and until approved by the Board of Governors.  Each Section shall select a chair, vice chair, secretary, and such other officers as it deems appropriate.  Each Section may establish such Section committees, task forces, and other bodies as it determines.  References elsewhere in these Bylaws to "committees" shall not be deemed to refer to any such committee or other body.

10.4.    Funding.  Except to the extent of funds actually available to it from its own dues and fees, no Section shall incur any obligation in excess of the amount, if any, approved by the Board of Governors.

10.5.    Board of Governors Review.  The Board of Governors shall, from time to time, review each Section to determine whether it is necessary or appropriate to continue that Section.  The Board of Governors may eliminate any Section.

10.6.    List of Sections.  A list of the Sections shall be maintained as Appendix D to these Bylaws.

 

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Article 11. Special Policies

11.1.    Nondiscrimination Policy.  The CBA shall not discriminate in its membership or admission policies in any manner against persons on the basis of gender, race, color, national origin, age, sexual orientation, disability, or religious beliefs.

11.2.    Avoidance of Discriminatory Facilities.  The CBA and its Board of Governors, Executive Council, officers, Sections, committees, and other groups shall not use, for any bar?related activity, the facilities of any club or other institution that discriminates in its membership or admission policies in any manner against persons on the basis of gender, race, color, national origin, age, sexual orientation, disability, or religious beliefs.  The validity of any action taken at any such facility shall not be challenged by reason of noncompliance with this provision.

11.3.    Authority.  No action, consent, approval, resolution, recommendation, report, or statement of any Section or committee shall be binding upon the CBA, be deemed to be the act of the CBA, or be publicized as coming from the CBA unless formally adopted or ratified (a) by the Board of Governors or (b) by the CBA members upon referral of the matter to them by the Board of Governors pursuant to Section 5.1.

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Article 12. Calendar

12.1.    Administrative Year.  The CBA's administrative year shall commence on July 1.  CBA officers, Section officers, and officers of Standing Committees shall begin serving their terms on July 1 following their selection.

12.2.    Fiscal Year.  The CBA's fiscal year shall commence on July 1.

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Article 13. Amendments to Bylaws or Articles of Incorporation

13.1.    Amendments by the Board of Governors.  Amendments to these Bylaws or to the Articles of Incorporation may be adopted at any meeting of the Board of Governors.  No amendment shall be considered at any meeting by the Board of Governors (except by unanimous consent of those present) unless the notice of the meeting shall have included the consideration of such an amendment as the purpose or one of the purposes for which the meeting was called.

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Article 14. Fiscal Policies

14.1.    Budget.  The Board of Governors shall have the authority to review and approve the CBA budget and all supplementary expense requests that are not within the budget.

14.2.    Contingency Fund .  Requests for expenditures from the contingency fund shall be directed to the President for consideration and approval by the Board of Governors.

14.3.    Capital Improvements Fund.  A capital improvements fund shall be established to replace and acquire all depreciable items.  The Budget and Planning Committee shall recommend to the Board of Governors the amount of cash to be transferred into the fund, and transfers shall be made as determined by the Board of Governors.

14.4.    Investments.  The Budget and Planning Committee may, from time to time, recommend to the Board of Governors changes in the investment policies of the CBA.  The investment policies shall be as determined by the Board of Governors.

 

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