ARTICLE I NAME
The name of this association shall be the Colorado Trial Lawyers Association.
ARTICLE II PURPOSE
Section 1. Mission. The Colorado Trial Lawyers Association is comprised of trial lawyers who are committed to the protection and advancement of individual rights and to the advancement of trial advocacy skills, high ethical standards and professionalism in the on going effort to preserve and improve the American system of jurisprudence and the jury system.
Section 2. Goals. To promote and protect individual rights through the judicial and jury process; To promote and protect individual rights through the legislative process; To promote and protect individual rights through the administrative process; To promote and protect individual rights through arbitration, mediation and other alternative means of dispute resolution; To educate the public to be aware of and receptive to individual rights and the role of the trial lawyer in protecting those rights; To assist in the continuing legal education and training of trial lawyers; To provide social, recreational, health and economic benefits to CTLA members; To create and maintain an effective organizational structure to accomplish the other goals of CTLA.
ARTICLE III MEMBERSHIP
Section 1. Classes. There shall be the following classes of membership:
(b) Non-voting Members.
(2) Legal Staff Member. Any person who is currently employed as legal staff by a member attorney(s) and who adheres to the purpose, mission, goals and bylaws of the association may be admitted to this association as a legal staff member upon sponsorship by the member attorney(s) who employs him or her. Such staff member shall not be eligible if he or she is also employed in another office by an attorney who is not eligible for CTLA membership. A legal staff member shall remain a member in good standing by continuing in the employ of a member lawyer(s), paying required dues and continuing to adhere to the objectives of the association and to the qualifications for legal staff membership. Legal staff members shall enjoy the rights and privileges accorded them by the board of directors, but shall not have the right to vote or hold office.
(3) Honorary Member. Any person who has been a member of the association for at least 15 years and who has retired from the active practice of law, or any person specifically designated an honorary member by two-thirds vote of the Board of Directors present and voting shall be an honorary lifetime member of the association, and shall be exempt from the requirement of payment of dues. The honorary lifetime member shall automatically receive all regular publications of the association and may request the receipt of complimentary written materials from any association education program. Honorary members shall enjoy the rights and privileges accorded them by the Board of Directors, but shall not have the right to vote or hold office.
Section 2. Dues. The amounts of dues required to be paid by any class of members shall be established by the Board of Directors from time to time.
Section 3. Transfer of Membership. Membership in the association is not transferable or assignable.
Section 4. Resignation. A member may resign by submitting a written resignation. Such resignation shall become effective on the date submitted. Resignation shall not entitle the member to a refund of dues nor shall it relieve the member from any obligations owed to the association that were incurred prior to resignation (such as pledges, membership fees, outstanding charges for services and the like). If the resigning member is also a member of the Board of Directors or an officer, resignation from membership shall also constitute resignation from office.
Section 5. Termination or Denial.
(a) Automatic Termination of Membership.
(b) Denial, Censure, Suspension or Expulsion. A member may be censured, suspended, expelled, or membership may be denied in the association for unethical conduct, for conduct which brings discredit to the member, the association or the profession of law, for conduct which violates any rule or resolution passed by the Board of Directors, by failing to adhere to the purpose, mission and goals of the association, or for violation of the terms or qualification of membership in the association. This power shall rest exclusively in the Board of Directors which may authorize a committee of three to hear complaints or grievances against a member, or to review any violation of the terms or qualifications of membership. A member shall be sent notice in writing of any complaint, grievance or alleged violation of the terms or qualification of membership. The notice shall describe the conduct in question and shall advise the member that the member may, within 14 days, request a hearing before the committee to present evidence in the member's behalf. If the member requests a hearing, the member shall be sent 30 days notice of the time and place of the hearing. The committee shall report its findings to the Board of Directors, which shall then decide by a two thirds vote of the Board of Directors present and voting at any meeting, in its discretion what action, if any, should be taken concerning the member. The Board of Directors may adopt other procedures as necessary to provide due process of law.
(c) Any proceeding challenging an expulsion, suspension or termination (including a proceeding in which defective notice is alleged) must be commenced within ninety days after the effective date of the expulsion, suspension or termination.
(d) Termination, expulsion or suspension shall not entitle the member to a refund of dues.
Section 6. Membership List. The Board of Directors may establish guidelines for its Executive Director to follow in granting consent for the sale of the membership list.
Section 7. No proceeding may be brought by a creditor to reach the liability, if any, of a member unless final judgment has been rendered in favor of the creditor against the association and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
ARTICLE IV MEMBERSHIP MEETINGS
Section 1. Annual Meeting. The annual meeting of the association shall be held at the annual convention of the association at a time and place fixed by the Board of Directors each year for the purpose of electing members of the Board of Directors of the association and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President, with the advice and consent of the Executive Committee or by written demand of the members holding at least ten percent of the votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the members entitled to demand a special meeting is the date that is sixty days before the date the first of such demands is received by the association. Notice of the special meeting shall be given by the association within 30 days after the date the written demand is delivered to a corporate officer. The purpose of the meeting shall be stated in the notice for the meeting and only such business as stated shall be conducted.
Section 4. Record Dates. The record date for purposes of determining the members entitled to notice of a meeting shall be the close of business on the 10th calendar day preceding the date the notice is to be given. The record date for purposes of determining the members entitled to vote shall be the date of the meeting at which a vote or action shall be taken.
Section 5. Quorum. Five percent of the current membership shall constitute a quorum at any membership meeting of the association. A member who is counted for purposes of determining whether a quorum is present is considered to be present for the remainder of the meeting (including adjournments) and cannot defeat the quorum by departing the meeting before it has concluded.
Section 6. Action. If a quorum exists, action on a matter other than the election of directors is approved if the majority of votes cast favor the action unless the vote of a greater number is required by law, the Articles of Incorporation or these bylaws.
Section 7. Proxies. Voting may not be by proxy.
Section 8. Action by Written Ballot. Action may not be taken by written ballot.
Section 9. Proceedings. Robert's Rules of Order shall govern the conduct of the meetings of the association.
ARTICLE V BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall formulate the policies of the association. However, when the regular membership of the association authorizes or prohibits any act or policy by a majority vote, it shall be binding upon the Board of Directors.
Section 2. Qualification, Election And Tenure. The Board of Directors shall consist of 40 members who are natural persons and residents of the state of Colorado in addition to ex officio members. There shall be 2 members elected from each U.S. Congressional district for the state of Colorado; three members appointed by the President each year immediately after the annual election; AND such number of members at-large as required to equal 40. Elected and appointed members of the Board of Directors shall serve for two years. Half of the elected Board of Directors shall be elected each year for a two year term. Directors may be elected for successive terms. (section amended 5/8/02)
Section 3. Ex officio Members. Ex officio members of the Board of Directors are the officers, the past presidents who are regular members of the association and who have expressly requested to remain on the Board of Directors, and the ATLA governors. Ex-officio members have the right to vote on matters put before the Board of Directors.
Section 4. Regular Meetings. There will be at least four meetings of the Board of Directors per fiscal year. The President may announce the time and place for the holding of regular meetings at the beginning of the year. Each board member shall be provided additional reasonable notice of each board meeting. Every board member except the past presidents shall attend at least 3 board meetings during each fiscal year. In the event that the board member fails to attend the minimum number of meetings, the board member shall be removed from the Board of Directors at the end of the fiscal year.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be held upon the request of the President, or in his or her absence, the President Elect, or upon written request of any 8 members of the Board of Directors. Special meetings shall be held at such time and place within Colorado as may be designated by the authority calling such meeting. Notice stating the place, day, hour and purpose of the meeting shall be given to each member of the Board of Directors by mailing or faxing such notice at least five days before the date fixed for the meeting.
Section 6. Quorum. Fifteen members of the Board of Directors, excluding ex-officio members, shall constitute a quorum. Unless otherwise provided, a majority vote at any meeting at which a quorum is present shall pass any action of the Board of Directors.
Section 7. Responsibilities. Before accepting a nomination for the Board of Directors, the nominee shall commit to the association, in writing, that he or she will fulfill the following responsibilities: assist in the governance of the association; serve as a member of at least one standing committee; attend a minimum of three board meetings per year; be at least an EAGLE "contributor"; attend a board training session if a new board member; assist with membership recruitment and retention; assist with legislative and media key person programs; participate in at least one fund raising task force; attend membership, legislative and Eagle functions held in the director's district; assist in identifying and introducing younger or new lawyers to the association and the board; and read and correct minutes of the Board of Directors.
Section 8. Resignation. A director may resign at any time by giving written notice of resignation to the association. The resignation is effective when the notice is received by the association unless the notice specifies a later effective date. Once confirmed by vote of the Executive Committee, a director is deemed to have resigned for failing to attend at least three board meetings in the fiscal year or for failing to meet the obligations stated in Section 6. Such a failure is effective as a resignation at the time of such vote.
Section 9. Removal. Directors elected by voting members may be removed with cause if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. A director elected by voting members may be removed by the voting members only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. An appointed director may be removed with cause by the President who shall give written notice of the removal to the director being removed and to the association.
Section 10. Vacancies. In the event of a vacancy in the Board of Directors between annual meetings of the association, the President shall fill the vacancy by appointment. If the director was elected from a Congressional district, the President must appoint a resident of the same Congressional district to fill that vacancy. The appointed director shall fill the remainder of the unexpired term.
Section 11. Compensation. No member of the Board of Directors shall receive any compensation for serving in such capacity.
Section 12. Participation by Electronic Means. Members of the Board of Directors or any committee designated by the board may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Participation by electronic means shall be included in determination of a quorum. If such participation is at the participant=s election, it shall also be at the participant= s own expense.< /SPAN>
ARTICLE VI OFFICERS
Section 1. The officers shall be President, President Elect, Vice President, Secretary and Treasurer.
Section 2. The duties of the officers shall be as follows:
(a) President. The President shall be the chief executive officer of the association. The President shall preside at all meetings of the association and shall direct the affairs of the association with the advice and consent of the Board of Directors. The President shall appoint all committees or agents to perform duties as required by the association.
(b) President Elect. The President Elect shall assist the President in the performance of his or her duties and shall act in place of the President when the President is absent. The President Elect shall perform such duties as are delegated to him or her by the President and shall become the President of the association upon the resignation, removal, or death of the President, or upon completion of the President's term, unless rejected by a vote of the membership at a meeting of members of the association.
(c) Vice President. The Vice President shall assist the President and President Elect in the performance of their duties as are delegated by the President. In the absence of the President and President Elect, the Vice President shall act in place of the President. The Vice President shall become the President Elect of the association upon the resignation, removal, or death of the President Elect, or upon completion of the President-Elect's term, unless rejected by a vote of the membership at a meeting of the members of the Association.
(e) Treasurer. The Treasurer shall perform such functions as are delegated by the President. The Treasurer shall fulfill the term of Secretary upon the resignation, removal, or death of the Secretary.
Section 3. Removal. In the event of an inability to fulfill the responsibilities of an office, and upon certification of such fact by two-thirds of the Board of Directors, an officer shall be removed from office.
Section 4. Vacancies. In the event that an officer is unable to fulfill the responsibilities of the office or in the event of the resignation, removal or death of an officer, and upon certification of that fact by two-thirds of the Board of Directors, the following order of succession shall apply: the President shall be succeeded by the President-Elect followed by the Vice President. The remaining offices shall be filled in the following order of succession: President-Elect followed by Vice President followed by Secretary, followed by Treasurer, followed by acting position of Treasurer elected by a majority of the Board of Directors. The officers who fill such vacancies may succeed themselves in office except for the acting Treasurer. At the end of the term that was vacated, a Treasurer shall be elected by the membership at the annual meeting of the members pursuant to Article VIII.
Section 5. Term of Office. The terms of office for each officer are one year commencing immediately following the elections at the annual meeting of the association.
ARTICLE VII EXECUTIVE COMMITTEE
Section 1. Membership. The Executive Committee shall be comprised of the officers of the association, the immediate Past President, at least 3 members of the Board of Directors appointed by the President, and such other regular members of the association as may be appointed to the committee by the President.
Section 2. Powers. Between meetings of the Board of Directors, the Executive Committee shall be empowered to do all acts and perform all functions which the Board of Directors may itself perform and perform such acts or functions as are necessary for the operation and management of the association except those which are prohibited elsewhere in these bylaws, the Articles of Incorporation or the Colorado Nonprofit Corporation Code.
Section 3. Limits. The Executive Committee shall carry out the policy of the association as may be established by the Board of Directors. The Executive Committee shall not countermand actions taken by the Board of Directors and shall be bound by specific instructions given to it by the Board of Directors.
ARTICLE VIII ELECTIONS
Section 1. Officers. The officers shall be elected at the annual meeting of the association. The office of Treasurer shall be filled through a contested election; the offices of Secretary and Vice President may be contested. The nominee who receives more than 50% of the votes for the office shall be elected to the office. If no nominee receives more than 50%, a run-off election between the two nominees who receive the most votes shall be held. Nominees for the offices of President and President Elect shall be the current President Elect and Vice President, respectively.
Section 2. Board of Directors. Elected positions for the Board of Directors shall be filled by electing nominees from each Congressional district. The nominee who receives the highest number of votes in each Congressional district shall assume the available position on the Board of Directors for that Congressional district. The remaining positions on the Board of Directors are at large positions and will be filled by those nominees receiving the highest number of votes regardless of Congressional district.
Section 3. ATLA Representatives. Terms of ATLA representatives to the ATLA Board of Governors which will expire before the next annual meeting of the association will be filled by election at the annual meeting preceding expiration of their terms. During their terms of office, the President and President-Elect of CTLA shall be the ATLA state delegates.
Section 4. Nominations and Notice. At least 120 days prior to the date of the annual meeting, the President shall appoint a Nominating Committee comprised of the current officers, except that the Treasurer may not serve, and three other members. The Nominating Committee shall solicit timely recommendations from members. The Nominating Committee shall nominate two or more persons for each available position of the Board of Directors in each Congressional district. The Nominating Committee may nominate one or more persons in addition to those nominated under Section 1 of this article for the offices of Vice President and Secretary, and shall nominate at least two persons for the office of Treasurer. The Nominating Committee shall nominate at least one person for the office of ATLA Governor and any appropriate additional ATLA representatives. No member of the Nominating Committee may be nominated as an officer of the association. The Nominating Committee shall submit a written report of the nominations to the President and Executive Director at least 60 days prior to the annual meeting. Additional nominations for any elected position within the association shall be submitted to the Nominating Committee in writing by any regular member no later than 30 days prior to the annual meeting.
Section 5. Elections. All contested elections shall be by secret ballot. Regular members in good standing shall be eligible to vote. A notation will be made on the ballot denoting those nominated by the nominating committee.
Section 2. Budget Committee. The association shall have a Budget Committee made up of the current officers and Past President. The committee shall be chaired by the current Treasurer. All requests for out-of-budget expenditures greater than $500 shall first be submitted to the Budget Committee for review.
Section 3. New Lawyers Committee. The association shall have a New Lawyers Committee, membership of which shall be all members of the association who are 37 years of age or younger or who have been admitted to the practice of law for 7 or fewer years. However, all activities of the committee shall be open to any member of the association, except votes regarding committee business. The purposes of the committee shall be : to assist new and young lawyer members in their practices and in their involvement with the association; to benefit the association by strengthening its membership and organizational vitality; to assist in the recruitment and retention of new and young lawyers as members of the association; and to establish and maintain contact with law students. The chair or co-chair of the committee shall attend all meetings of the Board of Directors of the association, consistent with the Articles of Incorporation and bylaws of the association.
Section 4. Lobbying Council. During a legislative session the Executive Committee may delegate its day-to-day legislative decision-making authority to a Lobbying Council. The Lobbying Council shall be appointed by the President. It shall include at least the following individuals, 1) the current CTLA President, 2) the current CTLA President-Elect, 3) at least two past CTLA presidents, 4) the CTLA lobbyists and 5) the CTLA Executive Director. The Executive Director and lobbyists will not be considered in constituting the quorum, nor will they be voting members. Three members of the Lobbying Council shall constitute a quorum. Meetings may be held by telephone conference call.
Section 5. Other Committees. The President shall be authorized to appoint such other ad hoc committees as may be necessary from time to time to accomplish the purposes and business of the association.
ARTICLE X EXECUTIVE DIRECTOR
Section 1. Appointment. An Executive Director may be appointed or terminated by the Board of Directors. The Executive Director's tenure and compensation shall be fixed by the Board of Directors. The Executive Director shall appoint staff with the approval of the Executive Committee.
Section 2. Duties. In addition to the duties stated elsewhere in these bylaws, the Executive Director shall be responsible for the proper and efficient administration of the association's office. The Executive Director shall: 1) attend all meetings of the association, the Board of Directors and the Executive Committee, and shall keep minutes of those meetings; 2) manage the business affairs of the association under the direction and supervision of the President or Board of Directors; 3) regularly confer with and report to the President and the Executive Committee for direction in communication with the membership, other organizations and the public; 4) prepare quarterly financial statements and year end financial reports and submit the same to the Board of Directors for approval; 5) perform such other functions as directed by the President or Executive Committee.
ARTICLE XI CONTRACTS, CHECKS, DEPOSITS & FUNDS
Section 1. Contracts. The Executive Committee is empowered to approve and authorize all contracts entered into by, or on behalf of, the association. The Board of Directors must also approve and authorize any contract in excess of $15,000.00. The Board of Directors may direct the Executive Committee to authorize additional contracts on behalf of the association.
Section 2. Contracts, Checks & Drafts. All checks, drafts, contracts, or other orders for the payment of money, notes or other evidences of indebtedness issues in the name of the association shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time-to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the association shall be deposited from time to time to the credit of the association to such banks, trust companies, or other depositories selected by the Executive Committee.
Section 4. Gifts. The Board of Directors may accept on behalf of the association any contribution, gift, bequest, or devise for any purpose of the association.
ARTICLE XII FISCAL YEAR
The fiscal year of the association shall run from January 1 to December 31.
ARTICLE XIII DUES
Section 1. Amount. Each member of the association shall pay annual dues as may be set from time to time by resolution of the Board of Directors.
Section 2. Collection. The Executive Director shall be responsible for collecting dues from the members and for maintaining a roster of members in good standing.
Section 3. Judges. Each member of the association who becomes a sitting judge of the State of Colorado or the United States federal court is exempt from the payment of dues to the association.
Section 4. Termination. If membership in the association is terminated as provided by these bylaws, paid dues by such member are forfeited to the association.
ARTICLE XIV - INDEMNIFICATION
Section 1. Authority to Indemnify. Except as provided elsewhere in these bylaws, the Articles of Incorporation or by law, the association may indemnify a person made a party to a proceeding because the person is or was a director, trustee, officer, employee, fiduciary or agent of the association against expenses (including attorney’s fees), liability, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person: a) acted in good faith, b) reasonably believed, in the case of conduct in an official capacity with the association, that the conduct was in the association=s best interests, and in all other cases, that the conduct was at least not opposed to the association=s best interests, and c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful. However, no person shall be entitled to indemnification under this section either a) in connection with a proceeding brought by or in the right of the association in connection with a proceeding by or in the right of the association in which the director, trustee, officer, employee, fiduciary or agent was adjudged liable to the association; or b) in connection with any other proceeding charging improper personal benefit, that the director, trustee, officer, employee, fiduciary or agent derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director, trustee, officer, employee, fiduciary or agent was adjudged liable on the basis that the director derived an improper personal benefit. Indemnification permitted under this section in connection with a proceeding by or in the right of the association is limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit or proceeding by judgment order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself be determinative that the person did not meet the standard of conduct set forth in this section.< /SPAN>
Section 2. Successful Defense on the Merits. Unless limited by the Articles of Incorporation, the association shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, trustee, officer, employee, fiduciary or agent, against reasonable expenses incurred by the person in connection with the proceeding.
Section 3. Determination and Authorization. Determinations and authorizations of indemnity or payments for indemnification shall be made in the manner specified in the Colorado Revised Nonprofit Corporation Act.
Section 4. Insurance. The association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, fiduciary or agent of the association, or who, while a director, trustee, officer, employee, fiduciary or agent of the association is or was serving at the request of the association as a director, trustee, officer partner, member, manager, trustee, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or employee benefit plan or other enterprise against any liability asserted against or incurred by the person in that capacity or arising from the person=s status as such, whether or not the association would have the power to indemnify that person against such liability under the provisions of this article.< /SPAN>
Section 5. Nonexclusivity of Article. The indemnification provided by this article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person=s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person= s heirs, executors and administrators.< /SPAN>
Section 6. Notice to Members. If the association indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the association, the association shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members= meeting.< /SPAN>
Article XV - Nondiscrimination
Section 1. Membership and Services. The association shall not discriminate against any member or applicant for membership because of race, creed, color, national origin, sex, marital status, sexual orientation, religion, ancestry, mental or physical handicap or age in offering any of its services, including but not limited to, acceptance into the membership and admission to any meeting or events.
Section 2. Employment. The association shall not discriminate against any employee or applicant for employment on the basis of the above characteristics. The organization will insure that individuals are treated during the application process or during employment without regard to the above mentioned characteristics. Such action shall be taken with respect to all aspects of employment, compensation and training.
Section 3. Other. In the event the association contracts with other entities to provide services, or accepts funding from them, the nondiscrimination requirements of those entities shall additionally be adopted automatically if they are more detailed or extensive than these bylaws provide.
ARTICLE XVI – AMENDMENT
These bylaws may be amended by a two thirds majority of the Board of Directors present at any meeting at which a quorum is present, provided that notice of any proposed amendment, alteration or repeal shall have been delivered to each director with the notice of the meeting at which the proposed amendment, alteration or repeal will be presented to the board for action. The members shall also have the power to make, amend or repeal the bylaws of the association at any annual meeting or at any special meeting called for that purpose.