Section 2: Bylaws
THE DENVER BAR ASSOCIATION
1-1 The name of this association shall be the Denver Bar Association. Its objects are: "To promote justice, its administration and its availability to all sectors of society; to support and assist the membership in the delivery of legal services; to uphold the honor and dignity of the bar and foster respect for the legal profession; to encourage a thorough and ongoing legal education; to promote prompt and efficient dispute resolution; to cultivate good relations among all lawyers of Denver; to perpetuate the history and tradition of the profession and to do all things necessary to further these objects and purposes."
2-1 There shall be nine classes of membership.
2-2 No member shall have any proprietary interest in the association.
2-3 Patrons of the DBA. A patron of the DBA is any non-lawyer or organization who provides ancillary goods or services to lawyers or to the legal profession and who applies to the Executive Director for recognition as a patron of the DBA. Patrons of the DBA may include, but are not limited to, arbitrators, mediators, certified public accountants, private investigators, court reporters, educators, and professional consultants. No sponsorship by a DBA member is required for recognition as a patron of the DBA. Patrons of the DBA shall pay such fees as may be fixed by the Board of Trustees, and may participate in such DBA activities and privileges as may be approved by the Board of Trustees, but no patron of the DBA may hold office or vote.
3-1 The fiscal year of the association shall commence July 1.
3-2 The board shall have power to fix the dues for various classifications of members and to waive them in special cases.
3-3 Each member shall pay to the executive director or treasurer of the association such dues as are assessed by the Denver Bar Association. The dues shall be forwarded to the executive director or treasurer of the Denver Bar Association within thirty days after collection.
3-4 For new members whose applications are received by the executive director after July 1 and before October 1, the dues for the fiscal year shall be the amount of annual dues. New members whose applications are received after October 1 but before January 1 shall be charged three-fourths the amount of annual dues; after January 1 but before April 1, the dues shall be one-half the annual dues; after April 1 but before June 30, the dues shall be one-fourth the annual dues.
3-5 The name of any member who has not paid his or her annual dues to the association by November 1 of the current fiscal year shall be stricken from the membership rolls of the association; provided however, he or she may be reinstated upon payment of a penalty as established by the board, plus his or her dues owing for the balance of the fiscal year.
4-1 The supreme power of the association shall be vested in a quorum of its members in good standing present at an annual or other meeting; provided that the Board of Trustees may refer any matter to the entire membership for a vote by mail. A majority vote of those present shall control in meetings, or if by mail, a majority of those answering unless otherwise expressly provided.
4-2 The board shall manage the affairs of the association, supervise the work of all committees, have general supervision of the property of the association, keep a record of its proceedings relative to the finances and property of the association, and shall report to the members any business which, in the judgment of the board, requires action by the association.
4-3 The board shall consist of sixteen (16) members, nine (9) of whom shall be elected trustees serving for a term of three (3) years and seven (7) of whom shall be ex-officio trustees. The president, president-elect, first vice president, second vice president, treasurer, immediate past president and the chairperson of the Young Lawyers Division shall be the ex-officio members of the board.
4-4 The board shall meet monthly, except during August, and at any other time upon notice by the president or any four members of the board. The board shall transact no business except at a regular or special meeting at which a quorum of at least a majority of the total membership of the board is present; provided that the president or any four members of the board may refer any matter to the entire membership of the board for a vote by mail. Any action of the board shall require affirmative vote of a majority of the members present and voting at a meeting of the board, or, if action is being taken by mail, by a majority of those members of the board answering, unless otherwise expressly provided. A smaller number of members than a quorum may adjourn any meeting from time to time and may compel the attendance of absent members in such manner and under such penalties as the board may provide.
4-5 The board shall have power, except as herein otherwise expressly provided, to fill any vacancy on the board or in any office or position of the association, the board, the executive committee, or any other committee, regardless of whether such vacancy be an elective or appointive office or position. Any such appointee to fill a vacancy shall serve the unexpired term.
4-6 There shall be an executive committee of the board which shall consist of the president, president-elect, and one elected trustee who shall be elected by the board.
4-7 The executive committee shall perform such duties and have such powers as may be delegated to it by the board as provided herein. It shall have the responsibility of conducting the business of the board between meetings of the board.
5-1 The president, president-elect, first vice president, second vice president, immediate past president, treasurer, and the three trustees who are in their second year of a current term on the Board of Trustees shall serve two-year terms as representatives of this association on the Board of Governors of the Colorado Bar Association. Additionally, the president shall make appointments to fill two vacancies on the Board of Governors with the advice and consent of the Board of Trustees. All other governors to which this association may be entitled shall be nominated and elected as provided in Article VII, and shall serve for a term of two years.
5-2 Any representative to the House of Delegates of the American Bar Association to which this association shall be entitled shall be appointed by the president with the advice and consent of the executive committee.
6-1 The officers shall be chosen from the membership and shall be a president, president-elect, first vice president, second vice president, treasurer and five Waterman Fund administrators. The treasurer shall be appointed by and be subject to removal by the president. The executive director shall be appointed by the board and shall serve at the will of the board at such compensation and under such bond as the board may determine. All other officers shall be elected as provided in Article VII. All officers shall take office at the beginning of the next fiscal year. The president-elect shall become president at the beginning of the next fiscal year of the association following his or her term as president-elect. The Waterman Fund administrators shall be appointed in accordance with Article IX.
6-2 All officers shall perform the duties usually performed by such officers and those hereinafter set forth.
6-3 The president shall preside at all meetings of the association and be an ex-officio member of all committees. He or she shall have power to delegate liaison duties with the association committees to the president-elect, the vice presidents and to selected members of the board.
6-4 The president-elect shall be an ex officio member of all committees. The president-elect shall also perform any special duties assigned by the president
6-5 The vice presidents, in order, shall perform the duties of the president in the event of the latter's absence or inability to perform his or her duties. The first vice president shall serve on the Budget Committee and Joint Management Committee and perform any duties assigned by the president. The second vice president shall also perform any special duties assigned by the president. The vice presidents shall also serve as representatives of this association on the Board of Governors of the Colorado Bar Association. The vice presidents and trustees appointed to committee liaison duties shall be ex-officio members of such committees.
6-6 The treasurer shall, with the assistance of the executive director, keep an accurate roll of the members. He or she shall supervise collection and disbursement of all funds and accounts of the association, except those of the Waterman Fund, under the direction of the board, and shall supervise collection and disbursement of all funds and accounts of the Waterman Fund under the direction of the administrators of the Waterman Fund. The treasurer shall report to the board on the financial condition of the association whenever directed. He or she shall serve under such bond as the board may determine. The books and accounts of the treasurer shall be at all times subject to examination by the board or by any committee appointed for that purpose, and shall be audited independently at the end of each fiscal year. The treasurer shall chair the Budget Committee.
6-7 The executive director shall perform such duties as are from time to time assigned to him or her by the board, including the following: he or she shall keep a record of the proceedings of all meetings of the association and of the board and executive committee, and shall be the general office manager. He or she shall assist the officers in the performance of their functions and perform such other duties as may be delegated to him or her. The executive director shall keep an accurate roll of all members, notify all members of their appointment on committees; issue notices of all meetings; conduct the correspondence of the association; keep its seal, collect and disburse its funds and keep accurate accounts of fiscal affairs, by and with the approval and under the direction of the treasurer. He or she shall report to the board at least annually, prior to the annual meeting, with respect to the affairs of the association office. The executive director’s books and records shall be open at all times to inspection by the president, the treasurer, and any member of the board. He or she shall supervise or cooperate in the publication and distribution of any legal publication in which the association participates or is otherwise concerned, as the board shall direct.
6-8 The Waterman Fund administrators shall have the duties described in Article IX.
7-1 The president-elect, first vice president, second vice president, three replacement members of the Board of Trustees and a proper number of replacement members to the Board of Governors of the Colorado Bar Association shall be elected by members annually as provided for below. The Nominating Committee, keeping in mind the diversity of the membership, shall choose candidates who have been members of the association since at least November 1 of the year prior to election. These candidates should have demonstrated a commitment to the association or the bar and who have the ability and willingness to serve the association's needs. The president and president-elect shall serve for a term of one year beginning on the first date of the new fiscal year. The three replacement members to the Board of Trustees shall each serve for a term of three years as provided in Article IV. The first vice president, second vice president and replacement members to the Board of Governors of the Colorado Bar Association shall serve for a term of two years as provided in Article V. Announcements of the newly elected officers, trustees, and governors shall be made at the annual meeting of the association. The committee shall also recommend a nominee for the office of vice president, first district (Denver), for the Colorado Bar Association.
7-2 The nominating and election procedures shall be as follows:
7-2-8 Where any of the dates specified in this Article VII fall on a Saturday, Sunday, or recognized legal holiday, the next business day shall be the applicable date.
8-1 STANDING COMMITTEES. The standing committees shall be as listed in Appendix A. The standing committees shall have such duties as are specified in Appendix A together with such other duties as the Board of Trustees or the president may from time to time specify.
8-2 SPECIAL COMMITTEES. The president may establish such special committees as the president deems advisable. The president shall report the establishment of any such committee to the Board of Trustees at the first board meeting after such establishment. The Board of Trustees shall have the right at any time to abolish any such committee. No matter shall be referred to a special committee if it is within the province of a standing committee.
8-3 APPOINTMENTS TO COMMITTEES. The president shall appoint the members of the standing and special committees within thirty days after he or she takes office.
8-4 The president shall appoint all representatives to which the association may be entitled on the staff of any legal periodical in the publication of which the association participates.
8-5 The members of the board shall be assigned by the president to various standing and special committees and shall be ex-officio members thereof. They shall act as liaisons between committees and officers of the association, shall expedite the work and objectives of the committees, and shall report to the board on the activities of such committee or committees.
8-6 The president may designate a vice chairperson of any standing or special committee and may also designate a secretary. The secretary or delegate shall keep minutes of meetings and mail copies to the association office, the president, the president-elect, the chairperson and vice chairperson of the committee and the appropriate supervisory officer or trustee.
8-7 All committee chairpersons shall by June 1 of each year make written annual reports to the president with copies to the president-elect, executive director, the supervisory vice president or trustee of the committee.
8-8 Committee chairpersons may appoint subcommittees at their discretion, except where made mandatory above.
8-9 No action, report, resolution or recommendation of a standing or special committee or section shall be deemed the action of the association or be publicized unless formally ratified or adopted by the executive committee, the board or the membership.
8-10 Sections of the association may be authorized by the board. The purposes and duties of such sections shall be stated in the bylaws of the section, which shall be subject to approval by the board.
8-11 There shall be created an entity within the Denver Bar Association, called the Young Lawyers Division. Membership shall be automatic, upon fulfillment of the criteria set forth in the bylaws of the Division. Officers of the Division shall be elected by the membership of the Division, according to its bylaws. The bylaws of the Division and any amendments to those bylaws shall be approved by the DBA Board of Trustees. The Division shall participate in the annual budget process for funding purposes.
9-1 The association is the income beneficiary, in perpetuity, of a trust created under the last will and testament of Anna Rankin Waterman. This Fund shall be known as the “Waterman Fund.” The association, through its proper officers, is charged with the administration of the Waterman Fund as hereinafter provided.
9-2 The Waterman Fund shall be administered by five (5) members of the association appointed by the president with the consent of the board to serve with staggered five-year terms. The administrators shall be appointed at the same time as the chairpersons of the standing committees of the association. Vacancies shall be filled by appointment for the unexpired term
9-3 The administrators shall administer the Waterman Fund for the charitable purposes stated in the Last Will and Testament of Anna Rankin Waterman. They shall have all powers necessary or desirable to effectuate such purposes, including the power to manage, invest and direct the disbursement of the Waterman Fund, to determine the recipients of the Waterman Fund, and to pay all expenses incurred in connection with the administration of the Waterman Fund. They shall provide to the executive director a list of all disbursements to be made from the Waterman Fund, and he or she, with the approval and under the direction of the treasurer, shall make such disbursements.
9-4 The administrators shall adopt as soon as possible after their appointment, and with the consent of the board, rules and procedures for the management of the Waterman Fund, which rules and procedures shall become the standing rules and procedures of the Waterman Fund. Amendments to the rules and procedures may be adopted in the same manner as the original rules and procedures were adopted.
9-5 The administrators shall furnish to the board, as promptly as possible following the close of each fiscal year, a full and complete accounting of the Waterman Fund assets and a report of the activities of the administrators during the fiscal year. The administrators shall make such other reports to the board as the administrators shall elect, and they at all times shall be entitled to counsel with the board on matters relating to the Waterman Fund.
9-6 The administrators shall not for the purpose of these bylaws constitute a standing committee of the association, nor shall the president, president-elect, any vice presidents or members of the board constitute ex-officio administrators of the Waterman Fund.
10-1 The annual meeting shall be held on any day of June of each year as the board or president may determine. The officers shall be installed after the annual meeting and shall take office on July 1, following their election.
10-2 Except as elsewhere provided herein, not less than five (5) days notice of meetings shall be mailed to the membership.
10-3 One Hundred (100) members of the association shall constitute a quorum for the transaction of business.
10-4 Except as otherwise herein provided, meetings shall be conducted according to usual parliamentary rules as prescribed by Roberts Rules of Order.
11-1 The board may suspend or expel any member for misconduct connected with the association or in said member's personal or professional relations.
11-2 Disbarment or suspension of a member from practice by the Supreme Court of Colorado shall constitute a forfeiture of membership.
12-1 It shall be the policy of the Denver Bar Association, its officers, governing bodies, sections, committees, or other sub-groups, not to use for any bar-related activity the facilities of any club or other institution which discriminates in its membership or admission policies in any manner against any person on the basis of sex, race, color, national origin, age, sexual orientation, marital status, disability or religious beliefs.
13-1 The board may provide for the amendment of the bylaws in either of two ways:
13-2 Amendments to the articles of incorporation of the association may be made through either of the same procedures as are specified in 13-1 for amendments to these bylaws.
STANDING AND SPECIAL COMMITTEES:
ACCESS TO JUSTICE COMMITTEE. The Access to Justice Committee endeavors to provide free and low cost legal services and legal education to poor and low income persons in metropolitan Denver. The committee administers, evaluates, and markets programs and recruits volunteer lawyers for: several pro se clinics on various legal topics such as family law, small claims and collections, immigration, bankruptcy court proceedings; the annual People's Fair and Veterans' Day Stand Down events; various "call-a-lawyer" programs offered by TV or radio stations, and other such programs or events as needed. The committee publishes a Legal Service Directory for the public and regularly evaluates legal needs of poor and low income persons in the community, and the best ways to meet those needs. The committee works in cooperation with DBA staff, Metro Volunteer Lawyers and its governing board, the Young Lawyers Division, various specialty bars, and Colorado Legal Services. The committee also serves as the Colorado Access to Justice Commission local committee for the 2nd Judicial District, through which it will continue to develop legal aid projects and share information with other committees.
ALTERNATIVE DISPUTE RESOLUTION COMMITTEE. This committee shall promote other methods besides going to court to resolve civil disputes. This committee shall also be responsible for conducting the annual Settlement Week Program.
AWARDS COMMITTEE. This committee shall determine the recipient, from among the members of the association, of an annual award of merit, to be given by the association on the basis of outstanding service to the association or to the legal profession or rendered in the interest of the improvement of the administration of justice. The committee shall also determine the recipients of the other awards given by the association.
BALANCED LEGAL CAREERS COMMITTEE. This committee studies issues that affect those who choose to practice law on a part-time basis, including opportunities, compensation and education of employers.
BARRISTERS BENEFIT BALL COMMITTEE. This committee shall be responsible for the program of the annual Barristers Benefit Ball and all related functions.
BENCH-BAR COMMITTEE. This committee shall establish liaison between the association and the courts to assist and recommend to them the adoption or change of rules and procedures. It may establish subcommittees for liaison with the district court, juvenile court, probate court, criminal, civil and traffic divisions of the county courts and the small claims court. It may recommend and assist in implementing programs related to judicial training, education and education of the public about the judicial system. It shall conduct any judicial surveys authorized by the board. It shall perform other functions necessary or delegated to it to promote prompt and efficient administration of justice.
BUDGET COMMITTEE. The members of the Budget Committee shall be the treasurer, who shall serve as chairperson, the president-elect, the first vice president, three elected members of the Board of Trustees, one from each group of trustees elected in any one year, the chair-elect of the Young Lawyers Division, and two members at-large appointed by the president. The president shall be an ex-officio member of the committee. This committee shall study the income and expenses of the association and prepare and submit to the Board of Trustees a proposed budget for the next fiscal year of the association. It shall select an independent auditor to examine the books and may make recommendations to improve the efficiency of the association office.
COMMUNITY ACTION NETWORK COMMITTEE. This committee networks with various government offices, non-profit agencies and other bar associations to develop projects, programs and materials to address the serious issues facing our community, such as homelessness, youth-at-risk, economic development and literacy. This committee strives to pioneer programs and opportunities to encourage Denver Bar Association members to fulfill their civic obligations by being involved in the community.
COURT MEDIATION SERVICES COMMITTEE. This committee shall be responsible for operating a mediation program in the courts. By providing excellent mediation services to litigants and their attorneys, the committee also educates the public, the legal profession and the judiciary about the value of mediation and how it effectively, efficiently and fairly resolves conflict.
DIVERSITY IN THE LEGAL PROFESSION COMMITTEE. This joint committee of the CBA/DBA shall identify, isolate, recommend, promote and implement actions to remedy the problems preventing the goal of full diversity in the legal profession.
DOCKET AND PUBLICATIONS COMMITTEE. This committee shall work with the director of communications to produce a regular newsletter for members of the association. It shall work on other publications for the association with the direction and approval of the president or board.
HENRY HALL MEMORIAL GOLF TOURNAMENT COMMITTEE. This committee plans and coordinates the annual Henry Hall Memorial Golf Tournament.
INTERPROFESSIONAL COMMITTEE. This committee shall be responsible for promoting better understanding among the professions in the Denver metropolitan area and, subject to the approval of the board, may prepare, recommend and implement statements of principles governing interprofessional relations.
JOINT MANAGEMENT COMMITTEE. This committee shall make studies and recommendations on all problems involving the joint operation of offices of the two associations, including staff salaries and fringe benefits, division of costs, office policies and procedures and related matters, as well as any special problems referred to it by the president, governing board, or executive committee of either association. The committee shall consist of thirteen (13) members; the presidents, presidents?elect, immediate past presidents, and treasurers of the respective associations, the Denver Bar Association First Vice President, two members at large from the Colorado Bar Association and one member at large from the Denver Bar Association appointed by the respective presidents, and the chairperson, who shall be selected by the president of the Colorado Bar Association in odd numbered years, and by the president of the Denver Bar Association during even numbered years.
LAWYERS & SCHOOLS COMMITTEE. This committee shall develop, coordinate, administer, and manage projects and programs to educate the public regarding democracy, legal principles, practices and institutions. It shall coordinate and add value to democracy education and associated activities in Denver schools to enhance public knowledge of and trust in the legal profession. The committee shall give direction to and opportunity for members of the legal profession to participate in these efforts and to coordinate such efforts with other bar associations and community organizations.
MEMBERSHIP SERVICES COMMITTEE. This committee shall work with the director of membership services to examine and improve current membership programs and develop new membership programs.
MENTORING COMMITTEE. This committee shall be responsible for operating the mentoring program. The mentoring program pairs a mentor with a new (5 years or less) lawyer (the mentee) to meet on a regular basis and discuss: the decision-making process about managing a practice, important factors to consider when accepting a client, client communications, handling difficult clients or opposing counsel, and work-life balance issues. Another project of the committee will be to match a mentor with a mentee in handling a pro bono case through Metro Volunteer Lawyers. The committee shall be responsible for mentor/mentee training and hosting at least two receptions per year.
PROFESSIONALISM COORDINATING COUNCIL. This committee coordinates the association’s efforts to improve professional conduct on the part of lawyers and judges in light of the lawyers’ Oath of Admission to practice law in Colorado and the reasonable expectations of the bench, bar, and the public.
SENIOR LAWYERS COMMITTEE. This committee of lawyers 65 and over shall examine and work on issues of the elderly, engage in various pro bono projects for the DBA, plan social and sports events for this group and enhance camaraderie among older lawyers in Denver.