Dec 2018 proposed Bylaws

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.

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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.

Association Board” shall mean Board of Directors of the Association.

Members” shall mean one or more member(s) who meet the qualifications in Bylaw 3 and whose dues are up to date.

 

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 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.  and be 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 in a classification falling under the attorney bargaining unit as defined in the OCAA MOU.

Section 2. Establishing Membership

(A) Membership in the Association is voluntary.

(B)To become a member, an eligible person as defined above must submit an application to the Association Board or its designee for approval. The information thereon shall be in conformance with the eligibility requirements of these bylaws.

(1) Application period: An eligible person may apply for membership during an open enrollment period, which shall run during the 31 days of October in each year.

(2) Termination period: Once a person’s membership application is processed they will be a member until they submit a request to the Association to terminate their membership. A request to terminate membership may be submitted only during the open enrollment period of October 1 – 31. If a person separates from employment with the County or is no longer eligible for membership as described herein, the person’s membership will automatically terminate.

(3) New employees and employees returning from any leave of absence as defined in the MOU who wish to join the Association must do so within 30 days of commencement of employment or their return from leave or wait until the next open enrollment period.

(C)Pay membership dues of .5% (1/2 of 1%) of their salary.

(D)Anti-Discriminatory Clause: Membership shall be based only on the qualifications stipulated herein and shall not be denied on grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other protected group, in accordance with the requirements of all applicable federal or State laws.

Section 3.
Effective Date and Benefits of Membership

(A) Membership in the Association will become effective when the first Association dues deduction is taken from the attorney’s pay.

(B)Benefits of association membership include but are not limited to the following: to vote on MOU contracts and in elections for Association Board members; eligible to serve on the Association Board; attend annual membership meetings; may receive representation in grievances proceedings and disciplinary investigation subject to Association Board approval; consultation with Association Board members and/or designees; and any supplemental benefits offered through the Association.

Bylaw 4 – Organization

Section 1.        Association Board

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 pursuant to Bylaw 6, Section 2, Election of Directors), 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.

Section 2.        Committees

(A) The Association Board shall appoint committees in accordance with Bylaw 7, Section 3.

(B) The Association Board may also create and appoint committees, and determine their size and membership as it deems necessary.

 

Bylaw 5 – Officers – Association Board of Directors

(A) There shall be an Executive Board comprised of a President, Vice President, Secretary, and Treasurer elected by the Association Board from its own membership for a period of one year and they may be re-elected to succeed themselves. The election of the Executive Board shall occur at the first meeting following January 1 of each year. 

(B) Only one person shall hold any one office on the Executive Board of the Association,

(C) The Association Board may appoint an Assistant Secretary and Assistant Treasurer, or both combined in one person, who need not be members of the Association or the Board of Directors. If however, they are not a member of the Board of Directors, the individual(s) shall have no voting privileges on the Board of Directors.

Bylaw 6 – Nominations, Elections and Terms of Office

Section 1. Nomination

(A) Only Members in good standing shall be nominees for office on the Board of Directors. A member is in good standing if they are current on their payment of dues and eligible for membership as defined herein.
(B) Any member seeking candidacy for office shall submit a nominating petition signed by himself and two (2) other Members of the Association to the Election Committee by the. September 30

Section 2. Acceptance of Nominations

Candidates for office who file nominating petitions with the Election Committee, shall be accepted as nominees for office by the Election Committee, or designee. Unless ineligible under any provision of these bylaws their names shall be placed on the ballot by the Election Committee, or designee.

Section 3. Election of Directors

(A) The Secretary shall, by August 15th of each year there are Board seats up for election, notify the Association Board of the number of directors to be elected. At that time, the Secretary shall also notify the Association Board 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 as of July of that year. The Secretary shall apportion the eleven (11) seats on the Association Board in proportion to the proportion of membership in each of the six (6) offices subject to any minimums in Bylaw 4, Section 1.  In calculating proportionality, membership in the offices of the Alternate and Associate Defenders shall be combined. Apportionment of seats will not be triggered by a vacancy on the Board.

(B) The names of Association Board members of the Orange County Attorneys Association whose seats are up for re-election shall be announced to the general membership by the Secretary of the Association Board, or his/her designee.

(C) In the event that any of the six County offices whose employees comprise the membership of the Orange County Attorneys Association are disbanded, eliminated, or terminates membership in the Association, composition of the Association 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, or its designee, 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, or its designee, shall immediately notify the Association Board of the results..

(G) The Secretary, or his/her designee, shall immediately inform all nominees, the Association 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

The term of office of Director shall be three years and begin on the first day of January following the election.

Section 5.        Voting

The candidate(s) receiving the highest numbers of votes for each Association Board seat shall be declared the winner. 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.

 
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 Association Board.

(B) The Vice President shall perform all the duties of the President when the President is absent or unable to act.

(C) If any Executive Board member is unable to perform their duties, the duties shall be performed by a member of the Association Board selected by the Association Board.

(D) The Secretary shall take written minutes of all Association Board, Membership and Executive Committee meetings. The Secretary or designee shall maintain minutes, 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 or designee shall receive and disburse, upon order of the Association 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 or designee shall cause an annual audit to be made and shall submit a copy of the report with supporting documentation to the Association Board.

Section 2. Directors of the Association Board

(A) Financial Authority: The Association Board shall have supervision and control of the funds of the Association.

(B) Employees and Additional Officers: The Association Board shall appoint other officers and hire or discharge consultants and/or employees as it deems necessary.

(C) Financial reports: The Association Board shall provide to any member upon request, an itemized statement of the financial accounts of income and expense of the Association for the preceding year.

(D) Absenteeism: Any member of the Association Board who is absent from three consecutive meetings of the Association Board may be removed by a simple majority vote of the full Association Board.

(E) Ineligibility: Any member of the Association Board who is absent from more than one-half of the meetings of the Association Board during any term shall be ineligible for re-nomination or re-election for the following term.

(F) Vacancies: Any vacancy shall be filled by appointment of the Association Board shall be followed by a special election within 3 months if the appointment will exceed a 6 month period. Such appointment shall be for the duration of the unexpired term.

(G) Termination of Appointments: Any appointments made by the Association Board, other than those made in accordance with section 2(G) of this Bylaw, may be terminated by the Association Board.

(H) Compensation/Reimbursement: No members of the Association Board, or Committees shall draw any compensation from the Association. However, Members of the Association Board or Committees may be reimbursed for expenses incurred on Association or PAC business. Any single reimbursement exceeding $1,000 shall be approved by the Association Board.

(I) Representation: The Association 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.

(J) Bonding: The Association 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 Association Board of Directors members who are not in the election cycle. Candidates for election or re-election to the Association Board of Directors of the Association shall not be on the election committee.

(2) The Election Committee, or its designee shall cause nominating forms to be made available the membership by August 31st of each year.

(3) The Election Committee, or its designee, shall conduct all elections for directors and any other Association business in conformance with these bylaws, including recall elections.

(B)   Bargaining Committee

(1) A Bargaining Committee shall be established to make recommendations to the entire Association 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 5 Association Board members, one representative from each office represented by the Association (the Alternate Defenders and the Associate Defenders shall be considered the same office for purposes of having a member on the bargaining committee), as appointed by the Association Board of Directors.

(3) The Bargaining Committee may request other Association Board of Directors members, general Association members, or consultants with special expertise to assist with negotiations.

(C) Political Action Committee (PAC)

(1) The Association Board 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: two of the positions shall be occupied by the President and Treasurer of the Association Board; the remaining three positions shall be appointed by the Association Board except representatives of the two offices with the highest number of PAC contributors shall each occupy at least one of the five positions. 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. If a member County Counsel is appointed to the PAC committee the Association Board shall appoint a member of the Association Board to be an alternate member to vote on matters as to which the County Counsel member has a conflict or potential conflict.

(3)The Treasurer of the Association Board shall also serve as the Treasurer of the Political Action Committee. The Treasurer or designee 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 or designee 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.

(4) Endorsements shall be made solely by the PAC, with reports made to the Association Board. Endorsements shall be limited to state and local elections/issues.

(5) Except as identified in subsection (C) (5) below, the PAC 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.

(6) In the event the PAC 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, 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 or designee 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.

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 –Meetings

Section 1. Membership Meetings

An annual membership meeting shall be held each year at a time and place specified by the Association 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 percent 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 Association, as a body, shall not be responsible for the statements of fact or opinion in papers, speeches or discussions at the meetings.

(C) Actions taken at a meeting become effective immediately unless otherwise
specified.

(D) If the need is significant/critical, a special membership meeting may be called by the Association President or Association Board, providing 24 hour notice to the members is given.

Section 2. Association Board Meetings

(A) The Association Board shall hold regular meetings at least six times a year to hear, discuss, deliberate, or take action on matters within the jurisdiction of the Association.

(1) A quorum, consisting of a simple majority of the Association Board, must be present in order to conduct business, with any action needing a majority vote from those present to pass.

(2) A tentative meeting schedule shall be set at the beginning of the calendar year.

(3) The meetings shall be run according to Roberts Rules of Order, to the extent possible.

(B) Any Association Board member may place an item on the agenda.

(C) After approval of the minutes of any meeting the minutes shall be posted to the internet.

Bylaw 10 – Petition Process: Special Meetings, Referendums, and Initiative Process

(A) A special membership meeting may be requested by petition, circulated by a member of the Association indicating a single item of business to be transacted and the proposed action to be taken on that item of business and signed by at least 10 percent of the total number of members in good standing of the Association.

(B) A referendum of the members may be taken on any act, or any officer, or any employee of the Association, unless already ratified or affirmed by the membership at a membership meeting or as to any measure already adopted at any meeting of the membership. A referendum must be filed with the Secretary and signed by at least 10 percent of the membership.

(C) The initiative process shall be used by a member(s) who wants to present to the membership a proposed course of action for adoption. The initiative procedure shall be instituted by the filing with the Secretary of a petition which shall state the proposed course of action and which shall be signed by members numbering at least ten (10) percent of the total number of members.

(D) Upon receipt of such petition (A, B. C. above), the Secretary shall verify the signatures to be authentic and meet the 10 percent requirement. Then, if the criterion herein is met, the Secretary will certify the petition and call for a special membership meeting. A notice of the special meeting shall be issued to the membership within 20 days and the special meeting shall be held not less than 15 nor more than 90 days from the certification of the petition.

(E) All notices of the petition process and resulting special meeting must state the single item of business to be transacted and the time and place of the meeting. No other business will be considered. A quorum of the membership (15 percent) must be present in order to take action on the petition, with any action needing a majority vote of those present. Actions taken by the membership at such meeting shall be binding on the Association.

(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 Association Board may be recalled.

(B) A recall may be called for by the Association Board or by a petition in writing filed with the Secretary, signed by 10 percent 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 Association 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 15% 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
Section 1.

Copies of the proposed amendments shall be made available to each member in good standing, or posted on the OCAA internet website, not less than fifteen days before the day of the meeting.

Section 2.

Amendments shall not be adopted unless at least 15 percent of the total membership votes.

Bylaw 13 – Disciplinary Action

Section 1.

Any member or employee of the Association may be subjected to disciplinary action by the Association Board for any willful violation of the terms of the Articles of Incorporation, or of these bylaws, or for any willful or intentional act detrimental to the Association.

Section 2.

No member shall be disciplined in any manner for exercising any of his/her rights guaranteed by law.

Bylaw 14 – Internal Remedies

Section 1.

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 Association Board, either in writing, signed by the member, or by his personal appearance.

(B) Following the presentation of the claim or complaint to the Association Board, the Association Board shall appoint an Investigating Committee composed of three members, who are not members of the Association Board, to determine the facts.  Within 60 days following the initial complaint, the Investigating Committee shall report its findings to the Association Board. The Association 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.

Section 2.

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 Association 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, the most recently published version of Robert’s Rules of Order (Revised) shall be the governing authority.

Bylaw 18 – Validity of Bylaws
In the event of any dispute as to their construction, the Association Board shall be authorized to authoritatively construe these Bylaws. If any provision of these bylaws, 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.