PREAMBLE TO THE BYLAWS OF THE
ORANGE COUNTY ATTORNEYS ASSOCIATION
The purpose of this organization shall be the improvement of employee relations
with the County of Orange, including but not limited to negotiations on wages,
hours and other terms and conditions of employment, grievances arising under
the terms and conditions of employment, and matters arising under the Employee
Relations Resolution or Memorandum of Understanding and applicable state law.
BYLAWS OF THE ORANGE COUNTY ATTORNEYS ASSOCIATION
(A Non-Profit Corporation)
Bylaw 1 – Definitions
Unless otherwise indicated, the term “Association” as used in these bylaws shall mean the Orange County Attorneys Association.
“Board” shall mean Board of Directors of the Association.
“Members” shall mean one or more member(s) in good standing (whose dues are up to date) of the Association.
Bylaw 2 – Offices
The principal office for the transaction of business of the Association shall be located in the County of Orange, State of California.
Bylaw 3 – Memberships & Qualifications
Section 1. General Qualifications
(A) A person to be eligible for membership must be of good moral character, an attorney licensed to practice law in the state of California and employed as a full time, limited term or permanent part time attorney by the office of the District Attorney, County Counsel, Child Support Services, Public Defender, Alternate Defender or Associate Defender of the county of Orange.
(B) A person, to be eligible for membership must also be a member of the Attorney Bargaining Unit. For purposes of this bylaw 3, section 1(B) an attorney employed by the County of Orange in the office of the District Attorney, County Counsel, Child Support Services, Public Defender, Alternate Defender or Associate Defender who has been appointed/promoted, whether on a permanent, temporary, acting or any other basis, to a supervisory, managerial, or executive position outside the Attorney Bargaining Unit shall not be considered a member of the Attorney Bargaining Unit for the duration of that appointment/promotion and, accordingly, shall cease to be eligible for membership.
(C) Persons who advocate or who belong to an organization which advocates the overthrow of the Government of the United States of America by force or violence shall not be permitted to be members of the Association.
(D) The Association is an Agency Shop. Accordingly all members in the Association are required to pay dues, an Association service fee (“fair share” in lieu of dues) or to file a religious objection and “in lieu of dues” funds will be donated to a designated non-religious, not-labor charitable fund.
(1) Dues paying Association attorneys shall be members in good standing and shall have the right to vote on Association business and to fully participate as Association members.
(2) Non-dues paying attorney members and attorneys who file and receive approval of “conscientious objection” status will not have the right to vote on Association business, nor to participate in Association business.
(A) Membership shall be based only on the qualifications stipulated herein and shall not be denied on grounds of marital status, medical condition (as defined under FLSA), race, color, religion, sex, age, sexual orientation, national origin, ancestry or physical handicap.
Application, Dues and Membership Standing
(A) The membership dues and the method of collection shall be established by the Board. Membership in the Association will become effective when the first Association dues deduction is taken from the attorney’s pay.
(A) Membership cards may be issued by the Board to show evidence of membership.
Bylaw 4 – Organization
Section 1. Board
(A) The powers shall be exercised, the property controlled, and the affairs and business of the Association conducted by a Board of Directors consisting of eleven members (apportioned by total attorneys/by departments), with no less than one attorney from the office of District Attorney, County Counsel, Child Support Services and Public Defender, and one member from the combined offices of Alternate Defender and Associate Defender, subject to the provisions of these bylaws and the laws governing mutual benefit corporations Corporate laws of the state of California.
Section 2. Councils
(A) Councils composed of members having special interests may be formed by the Board.
(B) Councils shall operate under rules established by the Board.
Section 3. Committees
(A) The Board shall appoint committees in accordance with bylaw 7, Section 3.
(B) The Board may also create and appoint committees, and determine their size and membership as it deems necessary.
Bylaw 5 – Officers
Section 1. Board of Directors
(A) There shall be a President, Vice President, Secretary and Treasurer elected by the Board from its own membership for a period of one year and they may be re-elected to succeed themselves. These four Board members shall comprise the “Executive Board” of the Association.
(B) Only one person shall hold any one office, at any one time, other than an office on the Political Action Committee.
(C) The Board may appoint an Assistant Secretary and Assistant Treasurer, or both combined in one person, who need not be members of the Association. This individual(s) shall have no voting privileges on the Board of Directors and shall be excluded from Executive Session meetings.
(D) Every member of the Board must be a voting member of the Association.
Bylaw 6 – Nominations, Elections and Terms of Office
Section 1. Nomination
(A) Only voting members in good standing shall be nominees for office in the Association.
(B) Any member seeking candidacy for office shall submit a nominating petition signed by himself and two (2) other voting members of the Association to the Election Committee by the 31st day of August.
Acceptance of Nominations
(A) Candidates for office who file nominating petitions with the Election Committee, in accordance with Section 1 of this by-law, shall be accepted as nominees for office by the Election Committee and their names shall be placed on the ballot by the Election Committee, unless ineligible as defined by bylaw 7, section 2(F), or any other provision of these bylaws.
Election of Directors
(A) The Secretary shall, by July 15th each year notify the Election Committee of the number of directors to be elected. The Secretary shall also notify the Election Committee of the number of members in the offices of District Attorney, County Counsel , Child Support Services, Public Defender, Alternate Defender and Associate Defender, and the proportion of Association members in each of the five offices.
The Secretary shall apportion the eleven (11) seats on the Board of Directors in proportion to the proportion of membership in each of the six (6) offices. In calculating proportionality, membership in the offices of the Alternate and Associate Defenders shall be combined.
(B) The names of Board members of the Orange County Attorneys Association whose seats are up for re-election shall be announced to the general membership by posting in each office, or on the OCAA internet web-site, or by mail by August 31st of each year by the Secretary of the Board.
(C) In the event that any of the six offices comprising the Orange County Attorney’s Association are disbanded, eliminated or terminates membership in the Association, composition of the Board of Directors shall be based on membership in the remaining offices as specified in ByLaw 6, Section 3(A) above.
(D) The Election Committee shall conduct free and democratic elections by secret ballot for the election of the Directors. A tie vote shall be decided by lot.
(E) The election of Directors must be completed by the last day of October of each year.
(F) The Election Committee shall immediately notify the Secretary by letter of the results of the election.
(G) The Secretary shall immediately inform all nominees, the Board, and the membership, by letter, posting in each office, or posting on the OCAA website of the results of the election.
Section 4. Term of Office
(A) The term of office of Director shall begin on the first day of January following election, and end on the last day of December of the second calendar year following election, at which time the successor will take office.
(B) Directors may be elected to succeed themselves.
(C) Six Directors shall be elected in the odd years and five Directors shall be elected in the even years.
Section 5. Voting
(A) The candidates receiving the highest number of votes in descending order of votes are elected to fill the positions of Directors to be elected, except that those candidates, if any, for the office(s) requiring additional seats to conform to the proportion necessary to reflect membership percentages in each
office and/or to maintain the minimum one seat from each office shall first be counted in descending order of votes. In the event any candidate for the office of Director is ineligible to serve on the date ballots are counted, the candidate shall be considered ineligible for election and the candidate with the next most votes shall be deemed elected.
(B) In a general election, each member of the Association is entitled to cast votes equal to the number of Board positions up for election. Voting shall not be cumulative. Voting may not be done by proxy.
Bylaw 7 – Duties of Officers, Directors and Committees
Section 1. Officers
(A) The President shall be the Chief Executive and Chief Operating Officer of the Association and shall preside at all meetings of the Association and the Board.
(B) The Vice President shall perform all the duties of the President when the President is absent or unable to act.
(C) In the event of the absence or inability to act of both the President and the Vice President, the duties of the office shall be performed by a member of the Board selected by the Board.
(D) The Secretary shall cause all written minutes of all Board, Membership and Executive Committee meetings to be prepared and kept on file in the Association office. He shall also keep any and all other records, reports, letters, etc., on file that pertain to the function of the Association, including a roster of members as required by law.
(E) The Treasurer shall receive and disburse, upon order of the Board, the funds of the Association.
(F) Except with respect to the Political Action Committee, which shall be governed as set forth below, the Treasurer shall cause an accurate accounting to be kept of all the financial transactions of the Association and shall submit the necessary financial reports to such public agencies as required.
(G) The Treasurer shall cause an annual audit to be made and shall submit a copy of the report with supporting documentation to the Board.
Directors of the Board
(A) Financial Authority:
The Board shall have supervision and control of the funds of the Association.
The Board shall meet as necessary. A quorum, consisting of a simple majority of the Board, must be present in order to conduct business.
(C) Employees and Additional Officers:
The Board shall appoint such other officers and hire or discharge such consultants and/or employees as it may deem necessary for the proper conduct of the affairs of the Association. Such actions shall require a majority vote of the entire Board.
(D) Financial reports:
The Board shall cause to be distributed to the members, upon request, an itemized statement of the financial accounts of income and expense of the Association for the preceding year. Such statement shall state the sources of income, the classes of expenditures, and the amounts.
Any member of the Board who is absent from three consecutive meetings of the Board shall be automatically dropped from the membership of the Board unless a written statement explaining such absence is submitted on or before the date of the next Board meeting, and such explanation is acceptable to at least two-thirds of the members of the Board.
Any member of the Board who is absent from more than one-half of the meetings of the Board during any term shall be ineligible for re-nomination or re-election for the following term.
Any vacancy occurring by any means, including but not limited to, absenteeism, death or resignation shall be filled by appointment of the Board. Such appointment shall be for the duration of the unexpired term.
(H) Termination of Appointments:
Any appointments made by the Board, other than those made in accordance with section 2(G) of this bylaw, may be terminated by the Board.
No members of the Board, Council or Committees shall draw any compensation from the Association except for expenses incurred on Association business when authorized by the Board.
In addition to any inherent power to act it may otherwise have, the Board may act as agent, or appoint any agent, to represent any member or members on any subject matter pertaining to the Association objectives when a controversy, difference, or problem arises between such member or members and employer(s) or management, when the Board has been so petitioned.
The Board shall require the bonding or crime/theft insurance in such amounts as may be deemed advisable of any officer or employee of the Association who is authorized to handle funds. Such bonds/insurance shall be written by Surety Companies, shall conform to the laws of the state of California, and shall be paid for by the Association.
Section 3. Committees
(A) Election Committee
(1) There shall be a standing Election Committee composed of Board of Directors members who are not in the election cycle. Terms shall be for one year. Candidates for election or re-election to the Board of Directors of the Association shall not be on the election committee.
(2) The Election Committee shall cause nominating forms to be made and circulated
among the membership by August 1st of each year.
(3) The Election Committee shall conduct all elections for directors and any other Association business in conformance with these by-laws, including recall elections.
(B) Bargaining Committee
(1) A Bargaining Committee shall be established to make recommendations to the entire Board regarding negotiations with the county of Orange pertaining to wages, benefits, hours and other terms and conditions of employment.
(2) The Bargaining Committee shall consist of three Board members, as appointed by the Board of Directors.
(3) The Bargaining Committee may request other Board of Directors members, general Association members, or consultants with special expertise to assist with negotiations .
(C) Political Action Committee (PAC)
(1) The OCAA Association Board of Directors may appoint a Political Action Committee to raise and authorize expenditures of funds to advance the Association’s political agenda.
(2) The Political Action Committee shall consist of five members, including the OCAA Board President, Treasurer, Secretary and two other members elected by the OCAA Board of Directors. Members of the PAC committee shall be elected at the same meeting as are the officers of the Association, and shall serve the same terms on the PAC committee as officers of the Association. One of the members of the PAC shall be designated by the Association Board as the Political Action Committee’s “Treasurer”. The Political Action Committee Treasurer shall perform, with the assistance of counsel, all legally required functions for a Treasurer of a political action committee under the laws of the United States and the State of California. The PAC Treasurer shall be responsible for preparing and filing all legally required reports and disclosures with applicable state and federal agencies. A second member of the PAC shall be designated “Assistant Treasurer” and shall perform the tasks of the Treasurer when the Treasurer is unable or unavailable to do so. A third member of the PAC shall be an officer of the Executive Board and shall be designated as the Political Action Committee’s “Responsible Officer” and as such shall be charged with the responsibility of verifying the reports to the State of California submitted by the PAC, on behalf of the Association.
(3) Endorsements shall be made solely by the Political Action Committee, with reports made to the Association Board. Endorsements shall be limited to state and local elections/issues.
(4) Except as identified in subsection (C) (5) below, the PAC Committee shall be solely responsible for contributing money to any political candidate, or other political expenditure. Approval of any expenditure shall be by majority vote of the PAC Committee.
(5) In the event the PAC Committee wishes to expend funds for or against a ballot measure, political candidate, referendum, proposition, or constitutional amendment it shall consult with counsel to determine if, in the present circumstances, it is necessary to utilize a separate segregated fund for such expenditure, or whether such expenditure shall be made from the Association’s general treasury. In the
event any expenditure is made from the Association’s general treasury, rather than the Political Action Committee’s account, which causes the Association to have a reporting or disclosure obligation, the Treasurer of the Association shall be charged with the responsibility of making such report/disclosure. Approval of any expenditure from the Association’s general treasury shall be by a majority vote of the Board of Directors of the Association.
(D) All other committees appointed by the Board shall have the duty to investigate, study and make reports including any recommendations on the subjects for which they were specifically organized.
Bylaw 8 – Financial
Funds or assets may be disbursed only for carrying out the objectives of the
Association as defined by the Articles of Incorporation and these bylaws.
Bylaw 9 – Membership Meetings
An annual membership meeting shall be announced each year. Such meeting shall be held at a time and place specified by the Board. Notice of the date, time and location of such a meeting shall be provided not less than 20 days before the date of the meeting. At any membership meeting, 15% of the membership shall constitute a quorum necessary to conduct business.
(A) Unless otherwise provided by these bylaws, every question which shall come before a membership meeting shall be decided by the vote of the majority of the members present. No member may vote or act by proxy.
(B) The order of business at any general membership meeting may be as follows:
(1) Reading of minutes of the preceding meeting.
(2) Reports of officers, employees, or others .
(3) Reports of committees.
(4) Miscellaneous business (unfinished and new).
(5) Presentation of and action on resolutions.
(C) The Association, as a body, shall not be responsible for the statements of fact or opinion in papers, speeches or discussions at the meetings.
(D) Actions taken at a meeting become effective immediately unless otherwise
(A) If the need is significant/critical, a special membership meeting may be called by the Association President or Association Board, providing 24 hours notice to the members is given.
Bylaw 10 – Petition Process: Special Meetings, Referendums, and Initiative Process
(F) Within 30 days after the meeting, the Secretary shall notify all members of the action taken at the meeting.
Bylaw 11 – Recall Procedure
(A) Any officer or member of the Board may be recalled.
(B) A recall may be called for by the Board or by a petition in writing filed with the Secretary, signed by 10% of the total membership. The format for such recall petition shall be: “This is a petition to recall (insert name). I understand that this recall petition is based on a complaint (attached) and I have had the opportunity to read that complaint and the response from the officer whose removal is sought. By signing below, I indicate my desire that the membership of the Orange County Attorneys Association have the opportunity to vote on the following question – Shall (insert name) be recalled and removed
from the Board of Directors of the Orange County Attorneys Association?” The recall petition upon which it is based and the officer’s response shall be mailed to all members of the Board 15 days prior to the membership meeting at which said recall is to be considered. At the membership meeting the person involved being recalled and the circulator of the petition will have the opportunity to be heard and present their opinion. A quorum of the membership must be present in order to take action on the recall, with any action needing a majority vote of those present. Actions taken by the membership at such meeting shall be binding on the Association. Within 30 days after the meeting, the secretary shall notify all members of the action taken at the meeting.
Bylaw 12 – Amendments
Proposed amendments to the by-laws shall be adopted pursuant to the preamble of these bylaws. Copies of the proposed amendments shall be mailed to each member in good standing, or posted on the OCAA internet website, not less than fifteen days before the day of the meeting.
Amendments shall not be adopted unless at least 15 percent of the total membership votes.
Bylaw 13 – Disciplinary Action
Any member or employee of the Association may be subjected to disciplinary action by the Board for any willful violation of the terms of the Articles of Incorporation, or of these by-laws, or for any willful or intentional act detrimental to the Association.
No member shall be disciplined in any manner for exercising any of his/her rights guaranteed by law.
Bylaw 14 – Internal Remedies
In the event any member has cause to believe that any of his membership rights have been violated by the Association or that the affairs of the Association are being mismanaged, the following procedure shall apply to the hearing and determination thereof:
(A) The aggrieved member shall present his claim or complaint to the Board, either in writing, signed by the member, or by his personal appearance.
(B) Following the presentation of the claim or complaint to the Board, the Board shall appoint an Investigating Committee composed of three members, who are not members of the Board, to determine the facts. Within 60 days following the initial complaint, the Investigating Committee shall report its findings to the Board. The Board shall make its decision and inform the member of the decision within 14 days after receipt of the Committee’s report. If the member is not satisfied with the determination, he shall have the right either to present his claim or complaint to the membership of the Association at the next membership meeting. No member shall be disciplined in any manner for exercising any of his rights guaranteed by law.
Subject to any time limits or other restrictions imposed by law, no member shall commence any action against the Association without first exhausting this internal remedies procedure.
Bylaw 15 – Inspection of Bylaws and Corporate Records
Section 1. Bylaws
The original bylaws and a copy thereof as amended to date, certified by the President, shall be kept on file in the principal office of the Association and open to inspection by the members at all reasonable
times during office hours.
Section 2. Corporate Records
The corporate articles of incorporation and amendments thereto, the corporate books of account, minutes of Board meetings, minutes of membership meetings, the Association roster, and Association financial statements shall be open to inspection at any reasonable time upon the written demand of any member for any purpose reasonably related to his/her interest as a member. Any Association member’s personal or confidential information shall not be released for review.
Bylaw 16 – Conflict of Interest
No officer or employee of the Association shall receive direct compensation or gratuities from any vendor with which the Association is transacting business.
Bylaw 17 – Parliamentary Law
In all questions involving parliamentary procedure, including election procedures, not covered by the bylaws, Robert’s Rules of Order (Revised) shall be the governing authority.
Bylaw 18 – Validity of Bylaws
If any provision of these by-laws, or the application thereof to any person or circumstances, is held invalid, the remainder of these bylaws, or the application of such provision to other persons or circumstances, shall not be affected thereby.