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Article 6. The Executive Council

6. The Executive Council

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

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

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

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

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

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

6.2. Composition; Qualification; Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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