Monday 13 July 2020
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Bylaws of ALA, San Diego Chapter

Article 1


  1. Name. The name of the organization shall be San Diego Chapter, Association of Legal Administrators (hereinafter referred to as “the Chapter”). It is a non-profit membership corporation incorporated in the State of California.
  2. Location. The principal office of the Chapter shall be in such place as the Board of Directors, hereinafter called the “Board” shall, from time to time, determine.

Article 2


1. Purposes. The primary purposes of the Chapter are:

A. To promote the exchange of information regarding the administration and management
problems peculiar to legal organizations, including private law offices, corporate legal departments,
government legal and judicial organizations, and public services legal groups; to educate
representatives of legal organizations regarding the value and availability of professional
administrators; and to consider standards of qualifications for such administrators;

B. To develop and promote continuing education programs;

C. To make available upon request members who specialize in specific areas of administration
for consulting purposes within the membership;

D. To support the goals and programs of the Association of Legal Administrators where consistent
with the goals and purposes of the Chapter; and

E. To participate in any other way in the advancement of legal administration.

F. The Chapter shall be non-partisan and no part of its activities shall be devoted to influencing
legislation. No funds of the Chapter shall be used or subscribed for any political purposes. However,
the Chapter may conduct educational meetings and produce educational literature to inform members
and others about relevant legislation.

2. Restrictions. All policies and activities of the Chapter shall be consistent with:

A. applicable federal, state and local antitrust, trade regulation or other legal requirements; and

B. applicable tax-exemption requirements including the requirements that the Chapter not be organized
for profit and that no part of its net earnings inure to the benefit of any private individual.

Article 3

Membership in the Chapter shall be comprised primarily of individuals engaged on a
full-time basis in the management of legal organizations, as defined below, and shall
consist of Regular and Associate Members as defined and provided for in these bylaws.
Membership in the Chapter is not open to consultants and business partners, as defined
below, who are engaged by legal organizations.
1. REGULAR MEMBERS. Regular membership in the Chapter is limited to:

A. Legal administrators, regardless of the title by which that individual is
recognized within his or her organization, engaged in the management of a legal
organization. “Legal administrators” are persons who (i) exercise management
responsibilities on a full-time basis or, if not full-time, devote at least 75% of their
working time to performing the management responsibilities of their position; (ii)
manage others or manage an important function that renders high-level technical or
other specialized services to the organization; (iii) occupy a position that involves the
exercise of independent judgment without close daily supervision; and (iv) are employed
in a position that is or is eligible to be classified as exempt, by one or more “legal
organizations” – such as a private law firm, legal service clinic, corporate legal
department, college or university legal department, governmental legal agency, court
system, charitable legal agency, or some other organization that is primarily engaged in
the practice of law. Eligible persons may perform all relevant management duties
personally or, in the case of the delegation of such duties to subordinate staff or the
contracting of any such duties to third parties, must retain responsibility for those duties.
In general, a “legal administrator” is either (i) the principal administrator in the
organization, (ii) the administrator/manager of a branch office of the organization, or (iii)
someone who reports directly to the principal administrator or branch administrator and
has responsibility for one or more of the organization’s major functional management or
administrative areas such as: General Management; Financial Management; Human
Resources Management; Systems Management; Facilities Management; Marketing or
Business Development Management; Practice Management; Management of Training
and Development Activities; Staff Supervision and Management; and Management of
Lawyer Recruiting activities.

B. Practicing lawyers who have the principal lawyer executive management
responsibility in their legal organization and who devote no less than 75% of their
working time to that responsibility and function. Individuals potentially meeting this
criteria would include the managing partner of a private law firm or the chair of a law
firm executive committee; the General Counsel in a corporate legal department; and the
head of a governmental agency legal department such as a state Deputy Attorney
General with agency administration responsibilities.

C. Unemployed legal administrators who are not serving as consultants or
business partners and who have met the criteria for Regular membership are eligible to
continue as Regular Members until expiration of a 180-day period measured from the
date on which they are no longer employed as legal administrators. After the expiration
of the 180-day period, unemployed legal administrators are eligible to continue as
Associate Members and to renew as Associate Members (other eligibility requirements
of Associate membership notwithstanding), provided such legal administrators are not
serving as consultants or business partners and are actively seeking employment as a
legal administrator.

D. Individuals who have been designated as “Life Members” by the Chapter
Board of Directors. Life Members are those individuals who have rendered
extraordinary service to the Chapter. Life Members have all the rights and privileges of
Regular membership, but they are not required to pay dues. Those Life Members who
are no longer employed as legal administrators and do not meet the criteria for Regular
membership may not hold elective or appointive office but may serve as members of

E. Consultants to the Legal Industry. A consultant is defined as an individual who does not provide goods, furniture, equipment, supplies, materials, software, technology, insurance, or legal industry services directly or through his/her company; or causes to be provided through a workforce of employees, or is employed by such an entity; unless the individual meets one or more of the following criteria:

1) an individual who is a recognized subject-matter expert within the legal community;

2) an individual whose primary service generally involves the sale of intellectual property, expert advice, coaching or assessment to legal organizations and who engages with multiple and changing clients;

3) an individual who performs ongoing day-to-day administrative functions for one or more companies or firms which would otherwise qualify the individual for Regular ALA membership despite who employs them, including a business partner;

4) an individual who is self-employed as a contractor or operating a self-owned business and performing day-to-day administrative roles for one or more companies or firms, which would otherwise render the person eligible for Regular ALA membership if an employer/employee relationship existed.

A consultant membership is bestowed upon an individual, not a company, and employees of business partner-eligible companies are not considered consultants and are not eligible for consultant membership, unless: a) the individual is performing day-to-day administrative functions at a remote or third party location; or b) the individual is employed as a legal administrator in the corporate legal department of the business organization.

F. For purposes of membership eligibility, a business partner is generally an individual (or member of an organization) whose primary function is to
market or sell products and/or services to members of the legal community.

Regular Members have all the rights and privileges of membership, including (except as provided in Article III (1) D., above) the right to hold elective or appointive office.

2. ASSOCIATE MEMBERS. Associate membership in the Chapter shall be
available to those individuals who are interested in legal administration and
management, who do not meet the criteria for Regular membership, and who are

A. Practicing lawyers with an interest in law firm administration and management;

B. Individuals engaged in an ongoing employment-type relationship that involves
providing continuing management services of the types described in Article Ill (1)
A., above;

C. Retired Regular Members of the chapter who are not otherwise employed;

D. Unemployed legal administrators who have exhausted their eligibility for
Regular membership, but meet the requirements of Associate membership under
Article Ill (1) C., above;

E. Teachers of business, organizational management, law or law-related
disciplines at institutions of higher learning, as well as deans with administrative
and management responsibilities at such institutions;

F. Students in business, management, law or law-related studies at institutions of
higher learning;

G. Bar association executives with management responsibilities of the type
described in Article Ill (1) A., above; or

H. Other individuals not specifically excluded from membership who have and
demonstrate an interest in the management of law firms and other legal
organizations, and who do not qualify for Regular membership in the Chapter.
Associate Members may not hold elective or appointive office in the Chapter.
Other policies governing the participation of Associate Members in the Chapter, as well
as the nature and extent of benefits accruing to Associate Members, shall be
determined from time to time by the Chapter Board of Directors.

Article 4


1. Individuals meeting the criteria for membership in any class may join the Chapter by
making application and paying such dues as the Board may, from time to time,

2. Members of any classification may be automatically removed from membership

A. if they no longer meet the criteria for membership established by the bylaws,
B. for nonpayment of dues within the time frames for such payment as are from
time to time established. Members may also be removed for other cause,
including but not limited to conviction of embezzlement, theft or other crime, upon
a two-thirds vote of the Board of Directors present at any meeting of the Board. A
vote on removal for cause shall occur only after the member who is the subject of
consideration has been advised of the pending action and has been given
reasonable opportunity for explanation and/or defense.

3. All members of the Chapter must be members of the Association of Legal

Article 5


1. Board of Directors. The management of the Chapter is vested in the Board of
Directors (“Board”), which has authority and is responsible for the supervision, control
and direction of the Chapter.

2. Composition of the Board. The Board shall consist of the President, President-Elect,
Vice President, Secretary, Treasurer and a Past President, and between one and three
additional directors who all shall be voting members and who all shall be elected by a
vote of the members at a membership meeting of the chapter.

3. Election and Term of Office. Board members shall be elected in accordance with
Article 9, or appointed to fill a vacancy in accordance with Article 5, paragraph 6. Board
members shall be elected for a term of one year and may not serve for more than two
consecutive terms in any one office.

4. Resignation of Board Members. Any Board member may resign at any time by giving
written notice of resignation to the Secretary. Such resignation shall take effect at the
times specified therein, or if such time is not so specified; immediately upon its receipt
by the Secretary.

5. Removal of Board Members. A Board member may be removed from the Board if he
or she fails to attend three (3) consecutive meetings of the Board, or for other cause,
upon the unanimous vote therefore of all the members of the Board, except the Board
member whose removal has been proposed. Such removal shall be effective at such
time as the Board may determine. The notice of any Board meeting at which such
action is contemplated shall contain a notice of the proposed termination, and the
director whose status is being challenged shall be notified thereof, in writing, at least
thirty (30) days prior to the date of such meeting.

6. Vacancies. Any vacant position in any office or on the Board shall be filled by the
majority vote of the Board for the remaining unexpired term, except for the positions of
President. If the President is unable to complete his or her elected term of office for any
reason, the president-elect shall succeed to the office of President. Any other vacancy
occurring in any office shall be filled by a majority vote of the remaining members of the
board for the remaining period of the unexpired term(s).

7. Chairman. The President shall serve as Chair of the meetings of the Board.

8. Meetings. Notice of a meeting must be mailed, emailed or faxed by the President or
Vice President to all Board members at least seven (7) days prior to the date on which
the meeting is scheduled. The presence of four Board members constitutes a quorum.

9. Special Meetings. Special meetings of the Board may be called by the President or
by at least four (4) Board members. Special meetings may be conducted by telephone
conference call.

10. Place and Time of Meetings. All meetings of the Board shall be held at such time
and place as the Board may, from time to time, fix or as may be specified in the notice
of the meeting.

11. Compensation. Board members shall not receive compensation for their services.

Article 6


1. Officers. The officers of the Chapter shall be a President, President-elect, Vice
President, Secretary, and Treasurer, each of whom shall serve a term of one year or
until his or her successor has been elected, or otherwise designated and qualified.

2. Election and Term of Office. All of the officers shall be elected in accordance with
Article 9 or appointed to fill a vacancy in accordance with Article 5, paragraph 6. Officers
are elected for a term of one year and may not serve for more than two consecutive
terms in the same position unless the Board deems it necessary due to special

3. Duties. The officers perform those duties that are usual to their position and that are
assigned to them by the Board. In addition, the President of the Chapter acts as Chair
of the Board and Chapter meetings and the president-elect acts in place of the
President when the President is not available.

Article 7


1. Annual Meeting. There shall be an annual meeting of the members of the Chapter in
February, which may be held in conjunction with a regular Chapter meeting or at such
other time as the Board may determine. The purposes of such meeting shall be the
election of officers and Board members and transacting such other business as may
come before the meeting.

2. Special Meeting. Special meetings of the members of the Chapter may be called at
any time by the President and must be called upon the written request to the President
of five (5) or more members. At such special meetings, no business shall be transacted
except that which shall have been specified in the notice of such meeting.

3. Notice of Meetings. Written notice of all meetings shall state the place, date and hour
of such meeting, and shall be delivered, either personally or by mail, emailed or faxed to
each member. Unless otherwise stated herein, notices shall be given no less than five
(5) nor more than thirty (30) days before the date of such meeting. The notice of a
meeting shall be deemed delivered when deposited in the postal service mail with
postage prepaid or with appropriate verification that the notice has been appropriately sent,
addressed to the member at his or her address, fax number or email address as it appears on the
records of the Chapter.

4. Quorum. A quorum is 25% of the members.

5. Voting. A majority vote of those attending a properly convened meeting at which a
quorum is present is required to approve any action.

6. Proxies. Voting by written proxy shall be allowed at any meeting of the members of
the Chapter except no proxy dated more than eleven (11) months prior to meeting shall
be valid.

Article 8


1. Nominating Committee. A Chapter Nominating Committee shall be formed each year
consisting of

A. the current president,

B. the immediate past president,

C. three members who shall be nominated and voted upon by the chapter
members using a write-in ballot at a regularly scheduled membership meeting,
and who are not currently serving on the Board, and

D. the current president-elect. All members of the Nominating Committee shall be
and shall have been a member of the Chapter a minimum of one (1) year, and
may not succeed themselves.

E. All members of the Nominating Committee shall be and shall have been a member of the
Chapter a minimum of one (1) year, and may not succeed themselves

2. Other Committees. The Board may, by resolution, designate such standing
committees for such purposes and having such powers as it may determine, and the
President shall designate such special committees as he or she may deem appropriate
and shall appoint the Chair and members of all such committees. The President shall
serve as an ex-officio member of each committee.

Article 9


1. Method and Time of Nomination. The Nominating Committee shall meet in January of
each year for the purpose of selecting a slate of officers and directors for
recommendation to the membership of the Chapter. It shall be the responsibility of the
Nominating Committee to study the leadership requirements and needs of the
organization and to select nominees with the experience and qualities necessary to
meet such requirements and needs. Prospective nominees may be interviewed
personally by the Nominating Committee and their consent to serve, if elected, should
be obtained.

2. Method of Conducting Election. At the annual meeting of the Chapter, the Nominating
Committee shall present its recommendations, at which time nomination of eligible
members will also be accepted from the floor. In the absence of any nominations, duly
seconded from the floor, the members present may by acclamation elect the slate of
officers and directors presented by the Nominating Committee. Otherwise, the slate of
officers and directors shall be mailed to members of the Chapter not later than seven (7)
days following the February annual meeting. A time will be specified for the ballots to be
returned prior to the next Chapter meeting after the annual meeting in February. A
majority of the returned ballots shall be required to elect an officer or director. The
Nominating Committee shall count the ballots and present the results to the members at
the next Chapter meeting after the annual meeting in February in the following manner:

A. number of eligible votes;

B. number of ballots cast;

C. for each office

i. total votes cast,
ii. number of votes necessary to elect, and
iii. number of votes received by officers and directors elected.

D. This report shall become part of the Chapter minutes and the ballots shall be
destroyed by June 30.

3. U. Newly elected officers and directors
shall assume the responsibilities of office no later than April 1.

4. Eligibility and Qualifications. Candidates for director or officer in the Chapter must be
current members of the Association of Legal Administrators and must have been a
member of the Chapter for at least one (1) year at the time of election

Article 10


1. Budget. An annual budget for each fiscal year shall be prepared under the direction
of the Chapter’s Budget Committee, as appointed by the incoming Board, and submitted
for Board approval at a date to be established by the incoming Board. Thereafter, at any
meeting of the Board, the Board may approve any supplemental budget that may be

2. Fiscal Year. The fiscal year of the Chapter shall be April1 through March 31.

Article 11


Amendments to these bylaws may be accomplished by a majority vote of the members present at any regular meeting. All members must have been provided a copy of the amendment at least fifteen (15) days prior to the vote.

Article 12


No officer, Board or committee member, member or employee thereof, agent or employee of the Chapter shall be liable for the act or failure of any other such person or organization.

Article 13


Any person made a party to or threatened with any civil, criminal or administrative action, Suit or proceeding by reason of the fact that he or she is or was a director or officer of the Chapter may be indemnified ·by the Chapter against the reasonable expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein, except as to matters as to which such director or officer is guilty of negligence or misconduct in the performance of his or her duties. Such indemnification shall not be deemed exclusive of any other rights of indemnification to which such director or officer may be entitled apart from this bylaw. The Chapter may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Chapter against such liability.

Article 14


The Chapter may be dissolved by a resolution adopted by a majority of the membership. In the event of dissolution of the Chapter, the Board or a committee appointed by the Board shall be responsible for its liquidation. In case of dissolution of the Chapter, the Board shall authorize the payment of all indebtedness and any remaining fines, investments and other assets of the Chapter shall be distributed to such organization which are then qualified as exempt within the meaning of Section 501 (c)(3) or Section 501 (c)(6) of the Internal Revenue Code of 1954 or of corresponding provisions of then existing federal revenue laws, but only if the purposes and objectives of the receiving organization are similar to the purposes and objectives of the Chapter as may be determined by a majority vote of the then members of the Chapter.

Article 15


In the event of any dispute as to the meaning of any term or phrase contained herein, California law shall be held to apply.

Article 16


In the event of a dispute, the member(s) and the Chapter agree to resolve the dispute through binding arbitration with an arbitrator mutually acceptable to both parties. These bylaws were adopted this 13th day of November 2012, at the meeting of the San Diego Chapter of the Association of Legal Administrators.