BYLAWS OF THE REAL PROPERTY SECTION OF THE LOS ANGELES COUNTY BAR ASSOCIATION ARTICLE I NAME This organization shall be known as the Real Property Section of the Los Angeles County Bar Association. ARTICLE II PURPOSE The purpose of the Real Property Section (the Section ) shall be to organize and conduct educational activities, disseminate information and knowledge, to assist and promote the activities of the Los Angeles County Bar Association (the Association ), and to otherwise further the best interests of the members of the Section and the Association, in regard to real property law and practice. ARTICLE III MEMBERSHIP Section 1. Members. Any member of the Association shall be eligible for membership in the Section, and shall be deemed to be a member upon presentation to the Association Office of a written application for membership in the form established by the Association, accompanied by the payment of Section membership dues as established by the Section s Executive Committee and/or the Association, as applicable, for the then current fiscal year. Section 2. Associates. Subject to the approval of the Association, persons who are not lawyers, but who are members of the Association, shall be eligible for associate status in the Section upon approval of the Section s Executive Committee. Associates may participate in Section activities approved by the Executive Committee, but associates
shall not be eligible to serve on the Executive Committee or as Section officers, to vote, or otherwise participate in the election of Section officers or other Section business. Any other prerequisite to associate status shall be set forth by the Executive Committee of the Section, and the Executive Committee may divide associate members into different classes of associate membership. Section 3. Associate Dues. A prerequisite to associate status shall be the payment of dues in an amount to be set by the Executive Committee of the Real Property Section. Section 4. Students. Any person who meets the requirements of the Association Bylaws for student membership, and becomes a member of the Association as a student member and subject to approval from the Association, students who are not members of the Association, shall be eligible for student status in the Section upon application by the student and approval of the Section s Executive Committee. Students may participate in Section activities approved by the Executive Committee, but students shall not be eligible to serve on the Executive Committee or as Section officers or to vote or otherwise participate in the election of Section officers or other Section business. Any other prerequisite to student status (including without limitation, the imposition of dues) shall be set forth by the Executive Committee of the Section and the Executive Committee may divide student members into different classes of student membership, and each class may have different admission requirements. ARTICLE IV OFFICERS The elected officers of the Section shall be as follows: Chair, two Vice-Chairs, a Treasurer and Secretary. ARTICLE V DUTIES OF OFFICERS Section 1. Chair. The Chair, as chief executive officer, shall preside at all meetings of the Section and of the Executive Committee and shall have such other executive powers and perform such other duties as are not inconsistent with these Bylaws or with the Articles and Bylaws of the Association. Section 2. Vice-Chairs. The Vice-Chairs shall have such powers and shall perform such duties not inconsistent with these Bylaws as from time to time may be prescribed by the Chair or by the Executive Committee. In the absence of the Chair, the acting Chair shall be (in order, as available), the First Vice-Chair, the Second Vice-Chair, the Treasurer and the Secretary. The Acting Chair shall preside over Section and Executive Committee meetings and serve as the Section Chair until the return of the Chair. 2
Section 3. Treasurer. The Treasurer shall be responsible for coordinating the financial transactions and records of the Section with the Association. Section 4. Secretary. The Secretary shall be responsible for the taking of minutes and shall work with the Association s staff in keeping records of the activities of the Section and the Executive Committee. Section 5. Term. The term of office of each of the officers shall commence on the first day of June of each year, and shall end on the last day of May of the immediately succeeding year. ARTICLE VI EXECUTIVE COMMITTEE Section 1. Membership. There shall be an Executive Committee. The Executive Committee shall consist of the following members: A. Eighteen (18) voting members, each of whom shall be appointed by the Chair as set forth below (the "Appointed Members"), each of whom shall be a lawyer in good standing in the State of California and a qualified member in good standing of the Section; B. The five (5) current officers of the Section, each of whom shall be voting Members; C. The immediate past Chair of the Section, who shall be a voting member. D. Each of the Subsection Steering Committee Chairs, if not otherwise members of the Executive Committee, shall be Members of the Executive Committee and shall be entitled to vote. E. Each former Chair of the Section (other than the immediate past Chair), if still a member of the Section, shall be a non-voting Emeritus Member of the Executive Committee. Other non-voting ex officio members, including, but not limited to liaison members from other Sections and professional organizations, may be designated by the Chair from time to time. Section 2. Term. The term of office of each of the Appointed Members of the Executive Committee shall run concurrently with the term of office of the officers of the Section. After each term, the incoming Chair shall have the discretion to reappoint each member, on an annual basis, taking into account, among other relevant contributions, each member s past and prospective contributions to the Section and Executive Committee activities; however, the incoming Chair shall reappoint at least twelve of the 3
Appointed Members except with the prior approval of the majority of the other incoming Officers of the Section. Notwithstanding the foregoing, the Chair may replace any Appointed Member who leaves the Executive Committee for any reason during the term of the Chair, and the term of the person so appointed shall expire with the term of the office of the Chair by whom the Member was appointed. In appointing the membership of the Executive Committee for each fiscal year, the Chair shall appoint, as voting members of the Executive Committee, at least two members of the Section who have not served as members of the Executive Committee during the preceding fiscal year. Section 3. Duties. The Executive Committee shall supervise and direct the affairs of the Section and determine the policies of the Section, subject to and in accordance with these Bylaws and the Articles and Bylaws of the Association. Section 4. Meetings. The Executive Committee may act at a meeting duly called or by a poll of voting members of the Executive Committee. A majority of the members of the Executive Committee who are eligible to vote shall constitute a quorum to transact business. The Executive Committee may act by a majority of the members of the Executive Committee who are eligible to vote and who are present at a meeting at which there is a quorum at the time the action is voted upon. Meetings shall be called by the Chair, or may be called by a majority of the voting members of the Executive Committee. Notice of any such meetings shall be given to the members of the Executive Committee and, if so directed by the Chair, to non-voting members, not less than ten days prior to such meeting. A poll of the voting members of the Executive Committee may be conducted by the Chair by telephone, by mail, facsimile and/or by e-mail. A majority of the voting members of the Executive Committee is required to approve action by a poll. Section 5. Dues and Charges. The Executive Committee shall have the authority to establish annual membership dues for members of the Section and such other fees and charges as may be reasonably necessary or appropriate to fund the activities and operations of the Section, subject to any applicable requirements of the Association. Section 6. Committee of Officers. In the absence of a quorum, or in the intervals between scheduled meetings, if the Chair deems a matter to be of sufficient urgency, the Chair may convene a Committee of Officers, either by meeting, by telephone polling, facsimile or by e-mail polling. The Committee of Officers shall be composed of the Chair, two Vice Chairs, the Treasurer, the Secretary and the immediate past Chair. The affirmative vote of four of the six members of the Committee of Officers shall be required for approval of any action. Except to the extent limited by Corporations Code 7212(a)(1)-(8), the Committee of Officers shall have the powers of the Executive Committee during the periods when the Executive Committee is not in session (or has failed to obtain a quorum) and such other powers as shall lawfully be delegated to it from time to time by the Executive Committee. ARTICLE VII 4
COMMITTEES AND SUBSECTIONS Section 1. Committees and Subsections. In addition to the Executive Committee provided for in Article VI and the Nominating Committee, the Section shall have such Standing Committees and Subsection Steering Committees as are provided for herein and as may be authorized by the Executive Committee from time to time. Any Standing Committee or Subsection Steering Committee may be eliminated, or its name may be changed, and additional Standing Committees or Subsection Steering Committees may be designated from time to time by the Executive Committee. In addition, the Chair shall have the power to appoint such interim committees as the Chair may deem necessary or appropriate for the purposes of furthering the objectives of the Real Property Section. COMMITTEES Section 2. Standing Committees. There shall be the following Standing Committees of the Section: A Newsletter / Review Committee, a Crocker Symposium Committee, one or more Membership, Outreach and/or Pro Bono Committees, an Annual Installation Committee and a Marketing Committee. The Newsletter / Review Committee shall be responsible for arranging for publication of a periodic Section Newsletter or Review, as determined by the Executive Committee from time to time. The Membership, Outreach and/or Pro Bono Committees shall advise the Executive Committee with respect to obtaining new Section members and services that the Section may provide to or for its members, as well as outreach and pro bono activities to be conducted by the Section. The Crocker Symposium Committee shall be responsible for organizing and presenting an annual Benjamin Crocker Symposium, including arranging for the location, date and time of the symposium, planning the topics to be discussed and obtaining the persons to speak at the Crocker Symposium. The Annual Installation Committee shall be responsible for organizing an annual event at which the new Section Chair shall be installed, with such other activities as may be determined by the Executive Committee from time to time. The Marketing Committee shall be responsible for promoting the Section and its activities, and making materials developed by the Section more accessible. Section 3. The members and Chair of each Standing Committee shall be selected by the Chair following consultation with of the other officers of the Section. Section 4. Term. The term of the Chair of each Standing Committee and the members of each such committee shall run concurrently with the term of office of the 5
officers of the Real Property Section [June 1 through May 31]; provided that, at the request of the Chair, in order to facilitate administration, a committee s responsibilities may include the first program or activity of the following Section year. SUBSECTIONS Section 5. Subsections There shall be the following Subsection Steering Committees of the Section: Finance, Land Use Planning and Environmental, General Real Property, Title Insurance, Commercial Development and Leasing, and Construction. The purpose of the Subsection Steering Committees is to organize and conduct educational activities in the area of real property practice to which the Subsection Steering Committee is devoted. Section 6. Subsection Steering Committees. Each Subsection Steering Committee shall be composed of persons who are lawyers in good standing in the State of California and qualified members in good standing of the Real Property Section. Persons who are not lawyers but who are Associate members of the Section may also be members of a Subsection Steering Committee; however, such persons shall not be appointed as Chair of any Subsection Steering Committee. The Subsection Steering Committee Chair, the Section Chair and staff shall all have copies of the Subsection Steering Committee roster, which shall be kept up to date by the Subsection Steering Committee Chair. Section 7. The Chair shall appoint various Subsection Steering Committee Chairs from time to time. ARTICLE VIII MEETINGS OF MEMBERS Section 1. Meetings. The Section may hold meetings of its members from time to time. Meetings of the members may be called by the Chair, by an officer of the Section, or by a majority of the voting members of the Executive Committee. Section 2. Notices. Notice of the time and place of all meetings of Section members shall be given to all members at least thirty (30) days prior thereto. Section 3. Quorum. Fifteen percent of the members of the Section eligible to vote shall constitute a quorum for the transaction of business at any meeting of the members of the Section. ARTICLE IX ELECTIONS 6
Section 1. Time. The Section shall hold a regular annual election of officers. The date of such election shall be the first Tuesday of May of each year, unless the same falls on a legal holiday, in which event the next business day shall be the election day. Section 2. Nominating Committee. There shall be a Nominating Committee of five (5) persons, including a Chair, chosen by the Chair of the Section from active members of the Section in good standing. The Nominating Committee shall nominate one or more eligible members of the Section for each of the offices described in Article IV hereof. Members of the Nominating Committee shall be eligible for nomination. Each nominee for office in the Section must have served on the Executive Committee for a minimum of two years prior to his or her nomination. A written report from the Chair of the Nominating Committee stating the names of the persons so nominated shall be forwarded to the Chair of the Section at least 55 days prior to the date for the regular annual election. At least 45 days prior to the date of the election, notice shall be sent to the members of the Section specifying the date of the election, identifying the names of the persons nominated for each office by the nominating committee, and informing the members of the process for nominating additional candidates. Section 3. Additional Nominations. Additional nominations for any office may be filed with the Chair of the Section, at any time prior to 20 days before the date of the annual election, by written nomination signed by at least 30 members of the Section in good standing, no more than three of whom shall be members of the same law firm or employed by the same person or entity. Any person so nominated must have been a lawyer in good standing in the State of California and qualified members in good standing of the Section for at least five years. Section 4. One Candidate For Each Office. If the Nominating Committee nominates only one candidate for each position, and if no one else is nominated in accordance with Article IX, Section 3 of these Bylaws, then the slate as nominated will be deemed unanimously elected and the results shall be reported in writing to the members of the Section. Section 5. Ballots. Except as otherwise provided for in Section 4 above, a ballot containing the names of the eligible nominees for each office with a blank write-in space after each office, shall be mailed to each member of the Section entitled to vote not later than 10 days prior to the annual election date. The ballots shall be in such form and shall contain such instructions as may be prescribed by the Executive Committee. Each member shall be entitled to vote for a nominee or other member of the Section for each office to be filled at the election. Section 6. Voting. Ballots must be received at the Association office in accordance with the instructions written on or furnished with the ballot not later than 4:00 p.m. on the annual election date, at which time the voting shall cease and the poll shall close. 7
Section 7. Counting. Immediately upon the close of the balloting, the votes shall be canvassed and counted by a committee of at least three members, to be appointed by the Chair, and the results shall be reported in writing to the Executive Committee of the Section. The results of the election shall be reported to the Section membership. Section 8. Votes To Elect. A plurality of votes cast shall elect. In case two or more candidates for one office shall receive an equal number of votes, a ballot shall be taken between such candidates by the Executive Committee (excluding such candidates) at its next regular monthly meeting. Section 9. Election Schedule. The annual election shall be conducted in accordance with the following schedule: ELECTION STEP TO BE COMPLETED BY 1 Appointment of Nominating Committee. Seventy-five days before the first Tuesday in May. 2 Nominating Committee s Selection of Nominee. Written report to be sent to the Chair of the Section at least 55 days prior to the first Tuesday in May. 3 Section Member Notification. At least 45 days prior to the first Tuesday in May. 4 Additional Written Nominations (if any). Any time prior to 20 days before the first Tuesday of May. 5 Distribution of Annual Election Ballots (if necessary). Ballots mailed no later than ten days prior to the first Tuesday in May. 6 Annual Election (if necessary). The first Tuesday in May. If any of the above dates falls on a Saturday, Sunday or legal holiday, the next business day shall be the effective date. ARTICLE X AMENDMENTS TO BY-LAWS These Bylaws may be amended by the Executive Committee by a two-thirds vote of its voting members present at a meeting duly called at which a quorum is present or by a two-thirds vote of the eligible voting members of the Executive Committee, polled pursuant to the provisions of Article VI, Section 4, of these Bylaws, subject to ratification by the Board of Trustees of the Association. 8