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Article 5. The Board of Governors

5. THE BOARD OF GOVERNORS

5.1. General Powers.  All powers of the CBA shall be exercised by or under the authority of, and the business and affairs of the CBA shall be managed under the direction of, the Board of Governors, except as specifically provided otherwise in these Bylaws.  The Board of Governors may refer to the CBA members, for action pursuant to Section 4.1, such matters as the Board of Governors considers necessary or appropriate.

5.2. Composition of the Board of Governors.  The Board of Governors shall consist of Governors selected as follows:

(a) Governors from Affiliated Local Bar Associations.

(1) Number.   Each Affiliated Local Bar Association shall be entitled to select one Governor for each 200, or fraction thereof, of its members who are CBA members entitled to vote.

(2) Selection and Removal.  Each Affiliated Local Bar Association shall select its Governors from among its members who are CBA members entitled to vote and hold office, and may remove its Governors, pursuant to such procedures as it may determine.

(3) Term.  A Governor's term shall commence on July 1 following his or her selection.  Except as is otherwise provided by the rules governing the Affiliated Local Bar Association from which the Governor is selected, the Governor shall serve for two years and until his or her successor is selected and qualified.

(4) Certification.  The Affiliated Local Bar Association shall certify to the Executive Director the identity of its selected Governors, promptly upon the making of the selections.

(5) Vacancies.  Each Affiliated Local Bar Association shall promptly fill vacancies as they occur among its Governors, certifying the new Governors to the Executive Director promptly as they are selected.  If the vacancy has existed for two or more successive meetings of the Board of Governors, the Board of Governors may fill the vacancy by the selection of a Governor from among the CBA members who are members of the Affiliated Local Bar Association; provided, however, that (A) the Executive Director shall have notified the Affiliated Local Bar Association of the possibility of such action by the Board of Governors at least 30 days prior to the date of the meeting of the Board of Governors at which such action is taken (B) and the Affiliated Local Bar Association shall not itself have filled the vacancy in the meantime.  For purposes of this Section 5.2(a)(5), if a Governor who has been selected by an Affiliated Local Bar Association fails to attend two successive meetings of the Board of Governors, the Board of Governors may deem his or her seat to have been vacated at the first of those meetings.

(b) CBA Officers.  The following officers shall be Governors during their respective terms in office:  the President, the President elect, the Immediate Past President, each Vice President, the Treasurer, and the Executive Director.

(c) Certain Office Holders.  The following persons shall be Governors, with full power to vote on any matter that may come before the Board of Governors if they are CBA members otherwise entitled to vote and hold office:  the Dean of the University of Colorado School of Law; the Dean of the University of Denver College of Law; all Colorado delegates to the House of Delegates of the American Bar Association; four lawyers who are each members of the Colorado General Assembly, two of whom are selected by each of the two political parties having the largest numbers of members in the Colorado General Assembly; and the Chair of the CBA Young Lawyers Division.

(d) Governors from Designated Organizations.

(1) Designation of Organizations.  The Board of Governors may, from time to time, designate organizations that are entitled to representation on the Board of Governors ("Designated Organizations").  Appendix B to these Bylaws shall be maintained as a list of current Designated Organizations.  Criteria to be considered when determining whether to designate an organization as a Designated Organization may include the following, together with any others the Board of Governors may deem relevant:

(A) Whether the organization represents a distinct and significant interest and the organization is generally recognized as being representative of that interest;

(B) Whether the organization represents an interest not otherwise adequately represented on the Board of Governors;

(C) Whether a substantial number of CBA members share the organization's interest;

(D) Whether a substantial number of the CBA members sharing the organization's interest are members of the organization; and

(E) Whether at least a majority of the members of the organization are CBA members.

(2) Qualifications and Conditions for Designation of Designated Organization.  The Board of Governors may establish qualifications and conditions for designation as a Designated Organization, which qualifications and conditions may include the payment of special dues or fees to the CBA by the Designated Organization or its members; and such qualifications and conditions may be in addition to or different from the qualifications and conditions established for other Designated Organizations.

 (3) Termination of Designation of Designated Organization.  The entitlement of a Designated Organization to representation on the Board of Governors may be terminated by the Board of Governors.  The Designated Organization shall receive 30 days written notice of the contemplated termination of its entitlement.  Upon written request to the President (which request has been approved by the majority of the members of such Designated Organization), the Designated Organization shall be entitled to be heard at the meeting of the Board of Governors at which the termination is to be considered and voted upon.

(4) Selection of Governor; Removal; Qualification.  Pursuant to such procedures as it may determine, each Designated Organization shall select one of its members, who is a CBA member entitled to vote and hold office, to be a Governor.  A Designated Organization may remove a person as its selected Governor pursuant to such procedures as it may determine.  A person may serve as a Governor pursuant to such selection only so long as the person remains a CBA member entitled to vote and hold office and remains a member of the Designated Organization.

(5) Certification of Governor.  The Designated Organization shall certify to the Executive Director the identity of its selected Governor, promptly upon the making of the selection.

(6) Term of Governor.  The term of a Governor selected by a Designated Organization shall commence on July 1 following his or her selection.  Subject to prior removal by the Designated Organization, the Governor shall serve for two years and until his or her successor is selected and qualified.

(7) Vacancies.  Each Designated Organization shall promptly fill any vacancy as it occurs in its position of Governor, certifying to the Executive Director the identity of the new Governor promptly as the selection is made.  If the vacancy has existed for two or more successive meetings of the Board of Governors, the Board of Governors may fill the vacancy by the selection of a Governor from among the CBA members who are members of the Designated Organization; provided, however, that (A) the Executive Director shall have notified the Designated Organization of the possibility of such action by the Board of Governors at least 30 days prior to the date of the meeting of the Board of Governors at which such action is taken (B) and the Designated Organization shall not itself have filled the vacancy in the meantime.  For purposes of this Section 5.2(d)(7), if a Governor who has been selected by a Designated Organization fails to attend two successive meetings of the Board of Governors, the Board of Governors may deem his or her seat to have been vacated at the first of those meetings.

5.3. Meetings; Notice; Quorum.  Meetings of the Board of Governors shall be held at the call of the Executive Council, the President, or 10 percent of the Governors.  At least 10 days' prior notice of any meeting shall be given to the Governors, but any member may waive notice before, at, or after a meeting.  One third of the Governors shall constitute a quorum.

5.4. Attendance and Voting.  Except as may be stated in the notice of the meeting or determined by a majority of the Governors present at the meeting, all CBA members, whether or not entitled to vote, shall be welcome to attend any meeting of the Board of Governors.  CBA members who are not Governors shall not be entitled, by reason of attendance at a meeting of the Board of Governors, to vote with respect to any matter that comes before the meeting.

5.5. Action at Meetings.  At any meeting of the Board of Directors, if a quorum is present, the vote of a majority of the Governors in attendance and entitled to vote shall constitute the act of the Board of Governors.

5.6. Secretary.  The Executive Director shall be secretary of the Board of Governors.