BYLAWS OF THE

ASSOCIATION OF DISCIPLINE DEFENSE COUNSEL

Article I

Name

The name of the organization is the Association of Discipline Defense Counsel (the “Association”). The mission of the Association is to facilitate an exchange of ideas, discussion, and information within the field of ethics, professional responsibility, State Bar discipline defense, admissions and attorney standards, to promote wide recognition of the practice of discipline defense and to promote a high level of professional competence among practicing lawyers. The organization is an unincorporated, non-profit association. The Association is not organized for the private gain of any person. The Association is organized exclusively for public/charitable and educational purposes within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986 [26 U.S.C.A. § 501(c)(6)], as amended.

Article II

Members

(A) Eligibility for Membership

Any person who is a member of the State Bar of California, in good standing, and who regularly represents other members of the State Bar of California in disciplinary investigations or formal discipline proceedings conducted by the State Bar of California or represents applicants to become members of the State Bar of California is eligible for membership in the Association. The Board of Directors may set specific membership criteria, require a written application for membership and deny membership in the Association. A membership is not transferable or assignable.

(B) Good Standing

A member in good standing is one whose annual dues have been paid, and who is in good standing with the State Bar of California. A member not in good standing shall enjoy no rights or privileges in the Association.

Article III

Dues

Dues for all members shall be established by the Board of Directors and shall be due and payable on January 30 of each calendar year. Dues shall be set by a majority vote of the Board of Directors at any regular or special meeting of the Board. Notice setting forth the date, time and place for setting dues shall be given to all Board members in good standing.

Article IV

Board Authority and Officers

(A) Board Authority

Except as provided by these Bylaws, the authority of the Association shall reside in the Board of Directors.

(B) Officers

The officers of the Association shall be the President, the First Vice President, the Second Vice President, the Secretary, and the Treasurer. The Board of Directors shall consist of the officers.

Article V

Duties of Officers and Board of Directors

(A) Qualification of Officers and Directors

Every officer and director shall be a member of the Association in good standing.

(B) Compensation

Directors and officers shall not receive a salary or compensation for their services as directors, officers, or as members of any committee. The Association may reimburse such persons for reasonable expenses incurred on behalf of the Association, if approved by the Board.

(C) President

The President shall plan and preside at all meetings of the membership and Board of Directors. He or she shall have general charge and control over the affairs of the Association, subject to the control of the membership acting as a body and shall appoint the members of each standing committee and the chairpersons and members of other committees subject to the limitations of Article X of these Bylaws.

(D) First Vice President

In the absence of the President, the First Vice President shall perform and be vested with all the duties and powers of the President. If the President becomes incapacitated and unable to serve, the First Vice President shall act as President until a successor is elected. The First Vice President shall be the Chairperson of the Law Committee, unless and until the First Vice President shall be acting President, in which case the First Vice President shall designate a Chairperson of the Law Committee until a successor is elected. The First Vice President shall also perform such duties as assigned by the Board of Directors.

(E) Second Vice President

The Second Vice President shall perform such duties as assigned by the Board of Directors. The Second Vice President shall also be Chairperson of the Communications Committee, unless if the Board of Directors approves the appointment of another director.

(F) Secretary

The Secretary shall keep a record of the minutes of the proceedings of all meetings of the membership and the Board and shall insure that notice is given as required by these Bylaws of all such meetings. The Secretary shall have custody of all books, records and papers of the Association, except as such shall be in the charge of the Treasurer or of some other person authorized to have custody and possession of by a resolution of the Board. The Secretary shall perform all other such duties as may be assigned by the Board.

(G) Treasurer

The Treasurer shall keep accounts of all moneys of the Association received or disbursed and shall deposit all moneys and valuables in the name of and to the credit of the Association in such banks and depositories as the Association shall designate. All checks or electronic payments for the payment of money shall be approved by the Board.

The Treasurer will report to the Board at each Board meeting the financial assets and outstanding financial obligations of the Association. Upon the request of any Board member, the Treasurer will provide promptly to the entire Board all available bank and accounting records for the organization for the preceding year.

(H) Board of Directors (Board)

The Board of Directors shall perform all duties set forth in these Bylaws or that may be assigned by the President or the Association. Except as otherwise provided by these Bylaws, all business of the Association shall be conducted by the Board. All Board meetings may be held by telephone or internet, to be held no more frequently than once per month. If any person who is a member of the Board is absent from more than three (3) consecutive Board meetings without good reason, such person shall be deemed to have resigned, both as an officer and a Board member. A request to be excused from a meeting, shall be made to the President, in writing, in advance of the meeting to be missed. Failure to request the President to excuse a missed meeting shall constitute a waiver of the right to request the Board to excuse the absence. If the President is requesting to be excused from a meeting, a request in the similar form must be made to the First Vice-President. Except as otherwise expressly set forth herein, a five (5) day prior notice of all Board meetings shall be given to the Board members by the Secretary.

Article VI

Vacancies and Removal of Board Members

Should a vacancy for whatever reason occur in any elected office of the Association, an election shall be held within sixty (60) days to fill the vacancy. The membership shall be notified of the vacancy and of the date and time of election which shall be at a duly called meeting of the Association. A vacancy shall exist upon the death, resignation, declaration by resolution of the Board of a vacancy in office of a Board member who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order of judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation law or removal of any Board member. An elected Board member may be removed from office only by a majority vote of the membership at an election called for the specific purpose of removing such officer.

Article VII

Standing Committees and Other Committees

(A) Standing Committees

The Standing Committees shall be: (1) Law and (2) Communications. Each Standing Committee shall consist of the Chairperson and two other members of the Association appointed by the President. The term of each Standing Committee member shall be one year from the date of appointment at the Association’s annual meeting.

(B) Responsibilities of the Standing Committees

1. Law – This committee will be responsible for reviewing proposed statutes, rules, ethics opinions, court cases and proposals related to discipline, determining if the Association should take action or position and recommend that action or position to the Board.

2. Communications – This committee shall be responsible for the Association’s website and other communication media. It shall also be responsible for public relations, for ensuring that the Association and the discipline system is adequately and fairly covered by the media, and for performing any other communications functions assigned by the President or the Board.

(C) Other Committees

Other Committees may be created or dissolved by majority vote of the Board of Directors. The President shall have the power to appoint the Chairperson and the members of these committees. The term of the Chairperson and the members of those committees will be one year from the date of appointment unless the committee is dissolved before that date.

Article VIII

Elections

(A) Generally

Officers of the Association shall be in good standing.

(B) Interim Selection of Officers and Initial Election of Officers

Interim officers/board members shall be selected at the organizational meeting. Sixty (60) days after the organizational meeting, an initial election will be held for the officers to hold office until the Annual meeting. This election may be held by telephone, e-mail or other means as determined by the interim board.

(C) Officers shall be elected by a majority vote of the membership by way of e-mail ballots. If an officer position has only a single nominee, that nominee will be deemed to have won the election without requiring a formal vote. Such officers shall be elected for a term of one (1) year. The term of office shall commence January 1 of the next calendar year. Notices of the election meeting shall specifically state the purpose of the meeting and shall contain a list of the nominees for the various elected offices. This notice shall be given to all members in good standing at least fourteen (14) days before the annual elections meeting.

Article IX

Meetings

(A) Regular Meetings

Two membership meetings of the Association shall be held each year. The meeting time and place shall be determined by the Board. Special membership meetings may be called by the President or in the President’s absence, by the First Vice President. A special membership meeting may also be called by a majority vote of the Board. The President shall call meetings of the Board each month. All membership meetings may be held by telephone or internet. Except as otherwise expressly set forth herein, a fourteen (14) day prior notice of all Membership meetings shall be given to the Members in good standing by the Secretary.

(B) Action By Unanimous Written Consent

Actions by the Board or the Membership may be taken without a meeting if a majority of members of the Board or the Membership, as applicable, consent in writing to the actions. Each written consent or consents shall be filed with the minutes of the Association.

Article X

Quorum

(A) Quorum of the Membership

A majority of members in good standing shall constitute a quorum of the membership for the transaction of business. Business may be continued after withdrawal of enough members to leave less than a quorum, provided any action taken (other than adjournment) is approved by at least a majority of the required quorum for that meeting.

(B) Quorum of the Board

A majority of the members of the Board shall constitute a quorum for conducting a meeting of the Board, provided that quorum includes the President or the First Vice President. Every action taken or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall he the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if the action or decision made is approved by at least a majority of the required quorum for that meeting.

Article XI

Notices

All notices required to be given under these Bylaws shall be delivered by first-class mail or e-mail, addressed to each director’s or member’s mailing address or email address as it appears in the records of the Association. Mailed notices shall be deemed delivered 5 days after being deposited in the United States mail. Notices delivered by e-mail shall be deemed delivered 24 hours after transmission. Unless otherwise required herein, the notice need not specify the purpose of the meeting.

Article XII

No Personal Liability

Members shall not be personally liable for the payment of any Association obligation in any manner whatsoever, nor shall any Member’s property be subject to the payment of Association obligations to any extent whatsoever. The liability of the officers and directors of the Association for monetary damages shall be eliminated to the fullest extent permissible under California law.

Article XIII

Amendments

These Bylaws may be amended by majority vote of the ADDC membership at any regular Board meeting or at any special membership meeting called for that purpose. The notice shall state the nature of the assessment or bylaws amendment. A copy of the proposed amendments shall be included with the Notice. A copy of the proposed changes to the Bylaws shall be made available to all ADDC members via email prior to the meeting where a vote is taken on the amendments to the Bylaws.

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As adopted on December 8, 2021

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