Table of Contents

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Oregon State Bar Bylaws

(As amended by the Board of Governors through September 22, 2023)

Table of Contents

Article 1 Purpose of Bar and Definitions ...................................................... 4

Section 1.1 Definition ................................................................................. 4

Section 1.2 Purposes .................................................................................. 4

Article 2 Board of Governors ....................................................................... 4

Section 2.1 Duties and Responsibilities ......................................................... 4

Section 2.2 Election .................................................................................... 5

Section 2.3 Board Committee and Other Assignments ..................................... 5

Section 2.4 Judicial Campaigns and Appointments .......................................... 6

Section 2.5 Separation of Powers ................................................................. 6

Section 2.6 Amicus Curiae Briefs .................................................................. 6

Section 2.7 Indemnification ......................................................................... 6

Section 2.8 Defense of Disciplinary Complaints and Proceedings ...................... 6

Section 2.9 BOG Member Removal, Censure or Suspension from Service .......... 8

Section 2.10 Officers ................................................................................... 8

Section 2.11 Election of Officers .................................................................... 9

Section 2.12 Removal of Officers ................................................................. 10

Section 2.13 Public Members ...................................................................... 10

Section 2.14 Meetings................................................................................ 10

Section 2.15 Oregon New Lawyers Division Liaison ........................................ 11

Section 2.16 Expenses ............................................................................... 11

Section 2.17 Government Standards and Practice Act .................................... 11

Section 2.18 Board Members as Witnesses in Bar Proceedings ........................ 11

Section 2.19 Judicial Selection .................................................................... 11

Section 2.20 Supreme Court Review of Oregon Rules of Professional Conduct ... 11

Section 2.21 Chief Executive Officer ............................................................ 11

Section 2.22 Financial Matters .................................................................... 12

Section 2.23 Financial Investments ............................................................. 12

Section 2.24 Expense Reimbursement ......................................................... 13

Section 2.25 Location of Office .................................................................... 13

Article 3 House of Delegates ..................................................................... 14

Section 3.1 Duties and Powers ................................................................... 14

Section 3.2 Delegates ............................................................................... 14

Section 3.3 Resolutions ............................................................................. 14

Section 3.4 Meeting Agenda ...................................................................... 14

Section 3.5 Parliamentarian ....................................................................... 14

Section 3.6 Initiative Petitions and Referenda .............................................. 14

Section 3.7 Location ................................................................................. 15

Article 4 Awards ........................................................................................ 15

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Article 5 OSB Delegates to the American Bar Association House of

Delegates ................................................................................................... 15

Article 6 Membership Classification and Fees ............................................ 15

Section 6.1 Classification of Members ......................................................... 15

Section 6.2 Active Pro Bono Status ............................................................. 16

Section 6.3 Retired Status ......................................................................... 16

Section 6.4 Publication of Notice of Application for Formal Reinstatement ........ 16

Section 6.5 Register of Members ................................................................ 17

Section 6.6 Rights of Members; Inactive and Suspended Members ................. 17

Section 6.7 Annual Membership Fees and Assessments ................................. 17

Section 6.8 Law Student Associates ............................................................ 18

Article 7 Public Records and Meetings ....................................................... 18

Section 7.1 Public Records ......................................................................... 18

Section 7.2 Public Meetings ....................................................................... 18

Article 8 Election Procedures ..................................................................... 18

Section 8.1 Date of Elections ..................................................................... 18

Section 8.2 Ballots ................................................................................... 19

Section 8.3 Voting .................................................................................... 19

Article 9 Diversity ...................................................................................... 19

Article 10 Communications ........................................................................ 19

Section 10.1 General Policy ....................................................................... 19

Section 10.2 Editorial Policy ....................................................................... 20

Article 11 Legislation and Public Policy ..................................................... 20

Section 11.1 Legislative Guidelines ............................................................. 20

Section 11.2 Professional Liability Fund Legislation ....................................... 20

Section 11.3 Objections to Use of Bar Dues ................................................. 21

Article 12 Pro Bono ................................................................................... 22

Article 13 Committees ............................................................................... 22

Section 13.1 Standing and Special Committees ............................................ 22

Section 13.2 Joint Committees ................................................................... 22

Section 13.3 Committee Responsibilities ..................................................... 22

Section 13.4 Membership .......................................................................... 22

Section 13.5 Financial Issues ..................................................................... 22

Section 13.6 Quorum for Meetings ............................................................. 22

Article 14 Sections .................................................................................... 23

Section 14.1 Purpose ................................................................................ 23

Section 14.2 Formation and Sunset ............................................................ 23

Section 14.3 Policies and Bylaws ................................................................ 23

Section 14.4 Finances and Contracts .......................................................... 23

Article 15 Bar Programs ............................................................................ 23

Section 15.1 CLE Seminars and Legal Publication Programs ........................... 23

Section 15.2 Member Services ................................................................... 24

Section 15.3 Legal Ethics Guidance ............................................................ 24

Section 15.4 Fee Dispute Resolution Program .............................................. 24

Section 15.5 Client Security Fund ............................................................... 24

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Article 16 Discipline .................................................................................. 25

Section 16.1 State Professional Responsibility Board ..................................... 25

Section 16.2 Disciplinary Counsel’s Office .................................................... 25

Section 16.3 Adjudicator ........................................................................... 25

Article 17 Unlawful Practice of Law ........................................................... 26

Section 17.1 Unlawful Practice of Law Committee ......................................... 26

Article 18 Professional Liability Fund ........................................................ 26

Section 18.1 Board of Directors .................................................................. 26

Section 18.2 Authority .............................................................................. 27

Section 18.3 Operation ............................................................................. 27

Section 18.4 Reports ................................................................................ 27

Section 18.5 Board Liaisons to the PLF ........................................................ 27

Section 18.6 PLF Reports to the Board ........................................................ 28

Section 18.7 Release of Information to the Board ......................................... 28

Section 18.8 BOG Members Participating in PLF Claims ................................. 28

Section 18.9 Annual Joint Meeting .............................................................. 29

Section 18.10 Audit of PLF......................................................................... 29

Section 18.11 Location of Office ................................................................. 29

Section 18.12 Staff Responsibility .............................................................. 29

Section 18.13 PLF Assessment ................................................................... 29

Section 18.14 PLF Personal and Practice Management Assistance Committee ... 30

Article 19 Attorney Assistance .................................................................. 30

Section 19.1 Creation and Purpose ............................................................. 30

Section 19.2 State Lawyers Assistance Committee Policies ............................ 30

Article 20 Sustainability ............................................................................ 31

Article 21 Unclaimed Lawyer Trust Account Funds .................................... 31

Section 21.1 Administration of ULTA Funds .................................................. 31

Article 22 Admissions ................................................................................ 31

Section 22.1 Board of Bar Examiners .......................................................... 31

Section 22.2 Nominations .......................................................................... 32

Section 22.3 Liaisons ................................................................................ 32

Section 22.4 Admissions Manager .............................................................. 32

Section 22.5 Budget ................................................................................. 32

Section 22.6 Amendments ......................................................................... 33

Article 23 Amendment of Bylaws and Policies ........................................... 33

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Article 1 Purpose of Bar and Definitions

Section 1.1 Definition

In these Bylaws, unless the context or subject matter otherwise requires:

(A) "State Bar" and "Bar" mean the Oregon State Bar, as described in ORS Chapter

9.

(B) "State Bar Act" and "Bar Act" mean ORS Chapter 9.

(C) "Board of Governors" and "Board" mean the Board of Governors of the Oregon

State Bar.

(D) "House of Delegates" and "House" mean the House of Delegates of the Oregon

State Bar created by ORS 9.136.

(E) "President" means the President of the Oregon State Bar.

(F) "President-elect" means the President-elect of the Oregon State Bar.

(G) "Chief Executive Officer" means the Chief Executive Officer of the Oregon State

Bar.

(H) "Governor" means a member of the Board of Governors of the Oregon State Bar.

(I) "Member" means a member of the Oregon State Bar.

(J) “Policies” means bar policies adopted by the Board pursuant to these Bylaws.

(K) “Principal Office” means the location the member holds out to the public as an

office where the member engages in the practice of law, whether the member

engages in the practice while physically present in that location, or while teleworking

via telephone, internet, or other electronic connection from a remote location.

Section 1.2 Purposes

The mission of the Oregon State Bar is to serve the public interest by:

(a) Regulating the legal profession and improving the quality of legal services;

(b) Supporting the judiciary and improving the administration of justice; and

(c) Advancing a fair, inclusive and accessible justice system.

Article 2 Board of Governors

Section 2.1 Duties and Responsibilities

(a) The Board of Governors governs the Bar, except as provided in ORS 9.136 to

9.155, and must at all times direct its power to serve the public interest as provided

in ORS 9.080(1).

(b) The Board establishes and monitors implementation of the mission, strategic

plan, programs, services and policies of the bar.

(c) The Board monitors the financial condition of the bar, ensures that adequate

resources exist for operations, programs, and services, and approves the annual bar

budget.

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(d) The Board will establish each year the budget of the Bar’s admissions, discipline

and Minimum Continuing Legal Education programs in conjunction with the budgets

of the other activities of the Bar, pursuant to these Bylaws. The admissions,

discipline and Minimum Continuing Legal Education components of the Board’s

preliminary budget for the following year shall be submitted to the Chief Justice of

the Oregon Supreme Court for review and approval by the court. Any changes made

by the court in the preliminary budgets of the Bar’s admissions, discipline and

Minimum Continuing Legal Education programs must be incorporated into the final

budget approved by the Board.

(e) Each year, the Board will prepare a statement explaining the financial condition

of the Oregon State Bar for the 12 months preceding, as required by the Bar Act.

The Chief Executive Officer of the bar shall promptly submit the statement to the

Chief Justice of the Supreme Court.

(f) The Board selects and appoints the Chief Executive Officer, who is the Board’s

only employee. The Chief Executive Officer is responsible for implementing,

administering and supervising bar operations, bar staff, bar programs and services

as provided in OSB Bylaw 2.21. The Board supports, provides direction to, evaluates

the performance of, and determines compensation for the Chief Executive Officer.

(g) The Board commits to providing a work environment for the Chief Executive

Officer and bar staff that is free of harassment and discrimination, as provided in the

BOG Anti-Harassment Policy. Any board member who is aware that a board member

has engaged in harassment or intimidation against the Chief Executive Officer or any

other OSB staff shall report the information immediately to the bar president,

president-elect, Chief Executive Officer or OSB General Counsel, as appropriate.

Section 2.2 Election

(a) Candidates seeking election as a lawyer-member of the Board must be eligible to

be a lawyer-member of the Board under ORS 9.025, including maintaining a principal

office within the region that the candidate seeks election.

(b) The election of lawyer-members of the Board will be conducted according to

Article 8 of the Bar’s Bylaws. Newly elected governors and officers of the Bar take

office on January 1 of the year following their election.

(c) Any member of the Oregon State Bar, or the board of governors by its own

motion, may request that the board determine a candidate’s eligibility for the board

pursuant to ORS 9.042. The board must provide written notice of the request to the

candidate whose eligibility will be determined. The board will also provide the

candidate, and any member who requested determination of a candidate’s eligibility,

the opportunity to submit additional written statements and to be heard before the

board prior to a determination. The board must notify the candidate, and the person

requesting a determination of the candidate’s eligibility, of its determination and the

reasons for its determination.

Section 2.3 Board Committee and Other Assignments

At the end of each year, the president-elect will appoint members of the Board to

Board Committees and other assignments for the following year.

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Section 2.4 Judicial Campaigns and Appointments

(a) The members of the Board must refrain from stating or suggesting that the bar

or Board is taking a position on judicial campaigns or appointments, except to relay

recommendations made by the Board pursuant to OSB Bylaw section 2.19, Judicial

Selection.

(b) If a member agrees to be listed as supporting or opposing a judicial candidate

and be identified as a member of the Board, any publication must include a

prominent disclaimer that the views expressed are the member’s own and do not

represent the views of the bar or Board. Members of the Board who express a

personal position on a judicial campaign or appointment should strive to explain that

they are not taking a position on behalf of the bar or Board, during public

involvement in judicial campaigns and appointments that in any way identifies them

as members of the Board, officers of the Bar, or otherwise representing the Oregon

State Bar.

Section 2.5 Separation of Powers

The Board will not nominate or appoint persons who work in or for the state

executive or legislative departments to the following bodies: State Professional

Responsibility Board, Disciplinary Board, Minimum Continuing Legal Education Board

and Commission on Judicial Fitness and Disability. In the case of a challenge to the

candidacy of a member of the Board of Governors under ORS 9.042, the Board will

follow the procedures outlined in the statute.

Section 2.6 Amicus Curiae Briefs

A section or committee that wishes to enter an amicus curiae appearance before any

trial court or appellate court must obtain prior approval from the Board.

Section 2.7 Indemnification

The Bar must indemnify its officers, board members, directors, employees and

agents and defend them for their acts and omissions occurring in the performance of

their duties, to the fullest extent permitted by ORS Chapter 30 relating to

indemnification by public bodies, especially the provisions of ORS 30.285. The term

"officers, board members, directors, employees and agents" of the Bar includes

subordinate groups established by the Bar or the Supreme Court to perform one or

more of the Bar’s authorized functions, including the Board of Bar Examiners, the

Professional Liability Fund, the State Professional Responsibility Board, the

Disciplinary Board, bar counsel, Unlawful Practice of Law Committee, Client Security

Fund, and the State Lawyers Assistance Committee. The right to and method and

amount of defense and indemnification are determined in accordance with the

provisions of ORS 30.285 or comparable provisions of law governing indemnity of

state agents in effect at the time of a claim.

Section 2.8 Defense of Disciplinary Complaints and Proceedings

(a) The bar will defend any of its current and former officers, employees and agents

(hereafter “Respondent”), whether elected or appointed, against any complaint of

professional misconduct arising out of an act or omission occurring in the

performance of his or her official duties on behalf of the bar as provided in this

bylaw.

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(b) The duty to defend does not apply in the case of malfeasance, gross negligence

or willful or wanton neglect of duty.

(c) If any complaint is made to the Oregon State Bar or other agency or court with

disciplinary jurisdiction over the Respondent or a disciplinary proceeding is brought

by the Oregon State Bar or such agency or court against an Respondent which on its

face falls within the provisions of subsection (a) of this bylaw, or which the

Respondent asserts to be based in fact on an act or omission in the performance of

his or her official duties on behalf of the bar and not within the scope of subsection

(b) of this bylaw, the Respondent may file a written request for a defense with the

General Counsel, or if the request is by the General Counsel, the President of the

bar. The General Counsel or President, as the case may be, will thereupon present

his or her recommendations to the Board of Governors regarding the approval of an

agreement to pay for the defense of the Respondent, including attorney fees and

costs during the investigation, prosecution, and appeal of a complaint of professional

misconduct. The Board of Governors will approve such terms and conditions of

payment for the defense as it deems appropriate under the circumstances, including

the Board’s right to select counsel to defend the Respondent, unless the Board

determines that the complaint does not arise out of an act or omission occurring in

the performance of official duties on behalf of the bar, or that the act or omission

amounted to malfeasance, gross negligence or willful or wanton neglect of duty, in

which case the Board will reject the request.

(d) If the Board agrees to pay for the defense of a complaint or disciplinary

proceeding, the Respondent shall cooperate fully with the lawyer(s) hired by the bar

to defend the Respondent. If the Board determines that the Respondent has not

cooperated with defense counsel or has otherwise acted to prejudice defense

counsel’s good faith decisions regarding the proper defense of the matter for which a

defense is provided, the Board may at any time terminate the continued defense of

the matter and require the Respondent to reimburse the bar for all funds it has paid

on account of the defense of the Respondent. The Board may condition the provision

of a defense under this bylaw on the Respondent’s agreement to make such

reimbursement upon the Board’s good faith determination that the Respondent has

failed to cooperate with defense counsel or otherwise acted to prejudice defense

counsel’s good faith decisions regarding the proper defense of the matter.

(e) If the Board concludes, after undertaking to pay for the Respondent’s defense,

that the conduct was malfeasance, grossly negligent, or the willful or wanton neglect

of duty, the Board will terminate the continued defense of the matter and require the

Respondent to reimburse the bar for all funds it has paid on account of the defense.

The Board may condition the provision of a defense under this bylaw on the

Respondent’s agreement to make such reimbursement upon the Board’s good faith

determination that the Respondent has engaged in such conduct.

(f) If the Respondent in a disciplinary proceeding is found to have violated the rules

of professional conduct, a disciplinary statute or disciplinary regulation, the

Respondent must reimburse the bar for all funds it has paid on account of the

defense of the Respondent. The Board may condition the provision of a defense

under this bylaw on the Respondent’s agreement to make such reimbursement upon

the entry of a final judgment imposing discipline on the Respondent. Discipline for

purposes of this bylaw should be a reprimand or greater sanction imposed by the

Disciplinary Board or the Oregon Supreme Court or other court or agency having

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disciplinary jurisdiction over the Respondent. If the discipline is a reprimand, the

board may waive the reimbursement requirement.

(g) If the Board denies an Respondent a defense under this bylaw or terminates the

provision of such a defense under the terms of this bylaw and the Respondent is

found in any disciplinary proceeding for which a defense was denied or terminated

not to have violated any rule of professional conduct or disciplinary statute or

regulation, the bar will reimburse the Respondent for his or her reasonable attorney

fees and costs in defense of such matter so long as the Respondent’s conduct

occurred in the performance of official duties on behalf of the bar and did not

separately constitute malfeasance, gross negligence or willful or wanton neglect of

duty, as, in good faith, is determined by the Board. Pro se representation does not

qualify for the reimbursement of reasonable attorney fees and costs under this

subsection.

Section 2.9 BOG Member Removal, Censure or Suspension from Service

(a) A board member may be censured or suspended from board service for cause on

a two-thirds vote of the entire Board of Governors.

(b) A board member may be removed from board service for cause on the

affirmative vote of two-thirds of the entire membership of the board. For purposes of

a vote under this subsection, three-fourths of the total number of members then in

office shall constitute a quorum.

(c) The board must provide the board member to be removed, censured or

suspended with advance written notice of the vote. Upon request, the board must

also provide the reason for the proposed censure or suspension and an opportunity

to contest it in writing or in person at a meeting of the Board. “Cause” includes, but

is not limited to: incapacity to serve; a serious breach of, or repeated failures to

meet, the duties outlined in these bylaws, or; conduct or activities that bring

discredit to, or may give rise to liability for, the bar.

(d) A board member against whom charges of misconduct have been approved for

filing by the State Professional Responsibility Board is automatically suspended from

board service until the charges filed against them have been resolved or until their

term ends or is terminated as provided in ORS 9.025(5).

(e) The Board of Governors may appoint a temporary replacement to serve until the

board member suspended under this bylaw is again able to serve.

Section 2.10 Officers

(a) President

The President presides at all meetings of the Board and has the authority to exercise

the Board's power between board meetings and to take appropriate action whenever

the President finds that a board meeting is not necessary or cannot reasonably be

convened. However, the President's action must be consistent with any actions taken

or policies previously adopted by the Board or by the membership. The President

must report any such action at the next board meeting. The President performs such

other duties as the Board directs. The President is the official chief spokesperson for

the Bar. If public appearances or statements by the chairperson or other officer or

member of any bar committee are deemed necessary, prior authority must be

obtained in advance from the President.

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(b) President-Elect

The President-elect performs the duties of the President in the absence, inability or

refusal of the President to perform those duties. The President-elect performs other

duties as the Board directs.

(c) Immediate Past President

The Immediate Past President is a non-voting ex officio member of the Board. Upon

completion of the term for which the President is elected, the President becomes the

Immediate Past-President for one year. The duties of the Immediate Past President

will be as agreed between the Immediate Past President and the Board from time to

time. Expenses of the Immediate Past President will be reimbursed as approved by

the Board.

Section 2.11 Election of Officers

(a) Time of Election

The President and President-elect are elected at the last regularly scheduled board

meeting of the calendar year. The only candidate for President is the President-elect.

(b) President-Elect

Any lawyer member of the second-year class may be a candidate for the office of

President-elect by notifying the Chief Executive Officer by September 1.

(c) Nomination of President-elect

Each candidate for President-elect must submit with the candidate’s notice a

statement outlining the candidate’s qualifications, reasons for seeking the position,

and vision for the bar. A Nominating Committee, consisting of the fourth–year class

and the current President-elect, will interview each candidate and nominating

committee members will confer with the remaining board members to discuss their

view about each candidate’s respective qualifications. The Nominating Committee will

announce its candidate for President-elect at least 20 days prior to the last regularly

scheduled board meeting of the calendar year. The Nominating Committee’s

selection will be the sole candidate for President–elect unless at least six members

nominate another candidate by written petition delivered to the Chief Executive

Officer not less than 10 days prior to the last regularly scheduled board meeting of

the calendar year. If the Nominating Committee is unable to select a sole candidate

for President-elect, the board will elect a President-elect at its last regularly

scheduled board meeting of the calendar year, pursuant to Section 2.11 (d).

(d) Voting

If there is only one candidate for an office, the candidate is deemed elected without

a formal vote. When there are two nominees for President-elect, the candidate

receiving the most votes will be elected. If there are three nominees for President-

elect and no candidate receives more than 50 percent of the votes on the first vote,

the candidate receiving the fewest votes is eliminated and another vote will be

taken. Only board members present at the meeting may vote.

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Section 2.12 Removal of Officers

Any officer of the Bar may be removed with or without cause on a three-fourths

affirmative vote of all board members. That position is then filled by the Board, at

the same or a subsequent meeting, using the above rules as far as applicable.

Section 2.13 Public Members

(a) In addition to the resident active members of the Bar required by ORS 9.025,

four public positions exist on the Board of the Bar.

(b) Any person appointed to a public position on the Board must meet the

qualifications set forth in ORS 9.025(1). Public members serve for a term of four

years, beginning on January 1 of the year following appointment. Every attempt will

be made to maintain geographic distribution; however, the priority will be to match

the current needs of the Board with the areas of interest of the public members.

(c) Public members of the Board have the same voting rights as the lawyer members

of the Board. They take the same oath of office and are charged with the same

functions and duties as provided by statute and Board Policies. Public members

cannot serve as officers of the Bar.

(d) Public members of the Board are subject to removal by the Board upon the

following grounds and for the following reasons: A public member no longer meets

the initial qualifications for appointment set forth in Section 2.13(b) of the Bar’s

Bylaws; or a public member commits an act substantially similar to the conduct

proscribed by ORS 9.527 or fails to perform the duties of the office. If at least ten

members of the Board propose that the public member be removed, the public

member is given written notice of the proposed removal, together with the reasons

therefore. The written notice must be given at least 15 days before the next

regularly scheduled board meeting. Thereafter, on a vote of at least ten members of

the Board, the public member is removed and the position is vacated.

(e) On the death, resignation or removal of a public member of the Board, the Board

must appoint a replacement to serve the unexpired portion of the then vacant

position. Any person so appointed must satisfy the qualifications for appointment set

forth in Section 2.13(b) of the Bar’s Bylaws and is subject to removal as set forth in

Section 2.13(d) of the Bar’s Bylaws.

Section 2.14 Meetings

(a) Board meetings are governed by the Bar Act, the provisions of ORS Chapter 192,

the Oregon Public Meetings Act, these bylaws, and the most recent edition of

Robert’s Rules of Order.

(b) Meetings of the Board are held at such times and places as the Board

determines. The Chief Executive Officer will provide notice of the time and place of

all meeting as required by the Oregon Public Meetings Acts.

(c) A special meeting of the Board may be called by the President or by three

Governors filing a written request with the Chief Executive Officer. If, within five

days after a written request by three Governors, the President fails or refuses for any

reason to set a time for and give notice of a special meeting, the Chief Executive

Officer must call the meeting and provide at least 24 hours’ notice of the time and

place of the special meeting.

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(d) An emergency meeting may be called on less than 24 hours’ notice only if the

purpose of the meeting meets the definition of an emergency and is permitted by the

Oregon Public Meetings Law. Only the matters for which the emergency meeting is

called may be considered at the meeting.

(e) Accurate minutes of all board meetings must be preserved in writing or in a

sound, video or digital recording.

Section 2.15 Oregon New Lawyers Division Liaison

A member of the Oregon New Lawyers Division ("ONLD") Executive Committee will

serve as a non-voting liaison to the Board.

Section 2.16 Expenses

All provisions of Section 2.24 of the Bar’s Bylaws (Expense Reimbursement) apply to

the Board of Governors.

Section 2.17 Government Standards and Practice Act

Bar officials are public officials subject to the provisions of ORS Chapter 244, the

Government Standards and Practices Act.

Section 2.18 Board Members as Witnesses in Bar Proceedings

As provided in BR 5.3(c), a current member of the Board of Governors must not

testify as a witness in any bar admission, discipline or reinstatement proceeding

except pursuant to subpoena.

Section 2.19 Judicial Selection

The Bar plays an important role in judicial selection by interviewing and evaluating

candidates for appellate court appointments. The Board will appoint an Appellate

Selection Committee to conduct the Board’s appellate recommendation process.

Results will be made public as soon as practicable to the press, the candidates and

the appointing authority.

Section 2.20 Supreme Court Review of Oregon Rules of Professional Conduct

In recognition of the Oregon Supreme Court’s inherent authority to regulate the

practice of law in Oregon, on or before January 31 of each year, the Board shall

submit any proposals to amend the Oregon Rules of Professional Conduct that were

considered, but not adopted, in the prior calendar year to the Court for its review

and consideration.

Section 2.21 Chief Executive Officer

(a) The Chief Executive Officer, appointed by and acting under the supervision of the

Board, is the principal administrative officer of the Bar. The Chief Executive Officer is

responsible for the day-to-day operations of the Bar including, without limitation:

hiring, managing and terminating bar personnel; negotiating and executing

contracts; collecting debts owed to the bar and assigning debts for collection as

deemed appropriate; and acquiring (through purchase or lease), managing and

disposing of personal property related to the bar’s operations, within the budget

approved by the board. The Chief Executive Officer will attend all meetings of the

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Board and the House of Delegates; will keep the Board informed of all agenda items

with appropriate background information and staff or committee reports; and will

keep a record of the proceedings of all such meetings. The Chief Executive Officer is

responsible for preparing an annual budget for the Board’s Budget Committee. The

Chief Executive Officer performs other duties as imposed by the Bar Act, the Bar

Bylaws, Board policies, or as otherwise directed by the Board.

(b) When a statute or rule requires a petition, notice or other writing to be filed with

or serve on the Bar or the Board, the Chief Executive Officer is the designated agent

for receipt.

Section 2.22 Financial Matters

(a) All funds paid to the Bar will be received by the Chief Executive Officer or the

Chief Financial Officer and deposited to the account of the Bar in a checking account

or accounts with a commercial bank. The Chief Executive Officer or the Chief

Financial Officer will make all disbursements from such accounts. The Board’s Budget

and Finance Committee will adopt the policy governing the investment,

reinvestment, sale, conversion or other disposition of funds of the Bar, subject to the

approval of the Board.

(b) The President and either the Chief Executive Officer or the Chief Financial Officer

acting for and on behalf of the Bar, are authorized and empowered:

(1) To borrow from any bank, or other lending agency, on the terms agreed

on between the officer and the lender and approved by the Board, a sum

deemed prudent and necessary to effectuate the mission of the Bar.

(2) To execute and deliver to any lender or other depository, the promissory

note or notes or renewals thereof of the Bar at rates of interest and on terms

as may be agreed on.

(3) To mortgage, pledge or encumber and deliver to the lender, as security

for the payment of loans, any savings of the Bar, regardless of form, on

deposit with the lender.

(4) To execute and deliver to any lender any financing statements, security

agreements or other instruments in writing, of any kind or nature, that may

be necessary to complete a financial transaction.

(5) To draw on or endorse to any lender the savings on deposit or to dispose

of the proceeds there from as may be deemed advisable.

(6) To perform other acts and to execute and deliver to any lender other

documents as may be deemed reasonable, necessary or proper.

(c) The President and either the Chief Executive Officer or the Chief Financial Officer,

acting for and on behalf of the Bar, are also authorized and empowered to execute

and deliver documents to any lender to memorialize or otherwise complete any

borrowing or other financial transaction that has been previously authorized by the

Board of Governors.

Section 2.23 Financial Investments

(a) The Chief Executive Officer or Chief Financial Officer is authorized and directed to

deposit, sell, convert or withdraw cash on deposit in excess of that required for

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current operations and to invest those funds in accordance with the Bar’s bylaws and

policies and with specific direction of the Board.

(b) The Board is responsible for the management of the bar’s assets, including

investment thereof. The Board may appoint an Investment Committee and may

delegate authority for management of investments to the Investment Committee.

The performance of all investments will be reviewed by the Investment Committee

no less than twice each calendar year. The Investment Committee shall act in good

faith, exercising the care that an ordinarily prudent person in the same position

would exercise.

(c) The Bar may engage one or more fee-for-service investment managers and

delegate individual investment decisions to such investment managers within the

guidelines of the Bar’s bylaws and policies and the specific direction of the

Investment Committee. All investment transactions shall be solely for the benefit of

the bar.

(d) The investment objective of the Bar is to seek a real rate of return (return in

excess of the CPI) on an annual basis of four to six percent. The performance results

should seek to outperform general broad-based market indices, such as the Russell

3000 or S&P 500. Additional investment objectives may be established by the

Investment Committee.

(e) Investments shall be made in instruments approved by the Investment

Committee that meet or exceed credit quality standards.

(f) The Board, with advice from the Investment Committee, may utilize up to three

percent (3%) of unrestricted bar fund balances for bar operations each calendar

year.

Section 2.24 Expense Reimbursement

(a) Bar employees and members of the Board of Governors, State Professional

Responsibility Board, Disciplinary Board, New Lawyers Division Board or any other

special task force or commission named by the Board of Governors will be

reimbursed for their expenses in accordance with Board policies when acting in their

official capacities. Expenses of spouses or guests will not be reimbursed except as

specifically approved by the Board of Governors.

(b) Any person who is entitled to a travel reimbursement pursuant to this section

may retain travel awards, mileage awards, credit card awards and other awards or

benefits accrued while in the conduct of the person’s official duties, as part of their

reimbursement of expenses and official compensation. As to members of the Board

of Governors, this subsection shall only apply to the President and President-Elect in

office on January 1, 2020, and members of the Board of Governors whose terms

commence on or after January 1, 2019.

Section 2.25 Location of Office

Unless otherwise ordered by the Board, the bar office will be maintained in the

Portland metropolitan area.

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Article 3 House of Delegates

Section 3.1 Duties and Powers

The House of Delegates ("House") is a forum for the membership of the Bar and

representatives of sections and local bars to advise the Board and to debate and

decide matters of policy relating to the membership or the administration of justice

as provided in the Bar Act, these Bylaws and other rules and regulations of the Bar.

(See rules adopted by the House.)

Section 3.2 Delegates

On or before February 1 of each year, the Board must determine the number of

delegates each region should have and whether there are vacancies. Candidates

seeking election as a delegate of a region must be eligible to be delegate under ORS

9.136(5), including maintaining a principal office within the region that the candidate

seeks election. Once elected, however, a delegate may serve a full term even if the

lawyer population of the region falls below the number required to entitle the region

to the delegate. Elected delegates are subject to recall as provided in the Bar Act.

Public member delegates are subject to removal by the Board on the same grounds

that a public member of the Board is subject to removal under the Bar Act and these

Bylaws.

Section 3.3 Resolutions

House member or bar member resolutions must include the name of the bar member

who will present the resolution and an estimate of the financial impact, if any, of the

resolution. This information must be submitted at least 45 days before the House of

Delegates meeting. The Board must independently evaluate the financial impact of

the resolution. If the Board’s evaluation of the financial impact differs from the

sponsor’s, both positions must be included when the resolution is presented to the

House. Only proposed legislative measures or resolutions that appear in full in the

agenda may be considered.

Section 3.4 Meeting Agenda

After receiving all resolutions, the Board must prepare an agenda for the House. The

Board may exclude resolutions from the agenda that are inconsistent with the

Oregon or United States constitutions, are outside the scope of the Bar’s statutory

mission or are determined by the Board to be outside the scope of a mandatory bar’s

activity under the U.S. Supreme Court decision in Keller v. the State Bar of

California. The House agenda, including any resolutions that the Board has excluded,

must be published by the Board, with notice thereof, to all bar members, at least 20

days in advance of the House meeting.

Section 3.5 Parliamentarian

The Board must designate a parliamentarian for each House meeting.

Section 3.6 Initiative Petitions and Referenda

An initiative petition of the membership or a referendum from the Board or House,

brought under ORS 9.148, must be submitted to a vote of the active members. The

proponent’s question or measure must be circulated to all members of the Bar, along

15

with statements for and against the proposal. The Board determines the manner of

circulating the required material. The Board also writes the ballot title and a factual

summary of the proposal. Election procedures outlined in Article 8 of the Bar’s

Bylaws apply.

Section 3.7 Location

The meetings of the Bar’s House of Delegates must be held within the geographical

boundaries of the State of Oregon.

Article 4 Awards

Each year, the Board shall consider nominations for the President’s Membership

Service Award, the President’s Public Service Awards, the President’s Diversity &

Inclusion Award, the President’s Special Award of Appreciation, the Award of Merit,

the Wallace P. Carson, Jr. Award for Judicial Excellence, the President’s Public

Leadership Award, the President’s Sustainability Award, and the President’s

Technology & Innovation Award. The Board may select award recipients from among

the nominations received from local bars, committees, sections, individual members,

affiliated groups and bar groups.

Article 5 OSB Delegates to the American Bar Association House

of Delegates

Election of ABA delegates must be conducted according to Article 8 of the Bar’s

Bylaws. The ABA delegates will be elected from the state at large, pursuant to Article

9 of the Bar’s Bylaws, for a two year term. ABA delegates must be in-state active

members of the Bar. Any vacancy due to a delegate’s resignation, death or any other

reason shall be filled in the manner provided in ORS 9.040(2).

Each delegate to the ABA House of Delegates, as a condition of election, must vote

substantially consistent with any position or direction of the Board of Governors, the

Oregon State Bar House of Delegates or the Bar’s membership.

Article 6 Membership Classification and Fees

Section 6.1 Classification of Members

Members of the Bar are classified as follows:

(a) Active member - Any member of the Bar admitted to practice law in the State of

Oregon who is not an inactive or suspended member. Active members include Active

Pro Bono members.

(b) Inactive member - A member of the Bar who does not practice law may be

enrolled as an inactive member. The "practice of law" for purposes of this subsection

consists of providing legal services to public, corporate or individual clients or the

performing of the duties of a position that federal, state, county or municipal law

requires to be occupied by a person admitted to the practice of law in Oregon.

Inactive members include Retired members.

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Section 6.2 Active Pro Bono Status

(a) Purpose

The purposes of the Active Pro Bono category of active membership in the Bar is to

facilitate and encourage the provision of pro bono legal services to low-income

Oregonians and volunteer service to the Bar by lawyers who otherwise may choose

inactive status or even resign from membership in the Bar, and by lawyers who

move to Oregon.

(b) Eligibility for Active Pro Bono Status

The Active Pro Bono category of active membership is available to lawyers in good

standing. Active Pro Bono Status members agree to provide pro bono legal services

to indigent clients referred by pro bono programs certified under Section 12 of the

Bar’s Bylaws and report annually to the Oregon State Bar their number of hours of

pro bono service. The Chief Executive Officer or designee is authorized to determine

members’ eligibility for Active Pro Bono status, pursuant to the Bar Rules of

Procedure.

(c) Active Pro Bono Status lawyers do not engage in the practice of law except for

providing pro bono services specified above or in volunteer service on the State

Professional Responsibility Board, the Disciplinary Board or as bar counsel.

(d) Active Pro Bono Status members must obtain professional liability coverage

through the Professional Liability Fund or the program referring the pro bono cases.

(e) Active Pro Bono members are assessed a fee that is equivalent to the inactive

membership fee.

(f) Reporting Requirement for Active Pro Bono Status

Bar Certified pro bono programs will report to the Bar no later than April 30 of each

year the total hours of pro bono services that Active Pro Bono lawyers provided in

the preceding calendar year. Active Pro Bono lawyers must ensure that the certified

program reports their hours or must individually report their hours no later than April

30 of each year.

(g) Transfer from Out-of-State Active Pro Bono Status

Out-of-State Active Pro Bono members admitted through Admissions Rule 17.05 are

not eligible to transfer their status to any other status.

Section 6.3 Retired Status

(a) The purpose of the Retired category of inactive members in the Bar is to

recognize the continuing contributions to the legal profession of members who are at

least 65 years of age and are retired from the practice of law.

(b) A member of the Bar who is at least 65 years old and who is retired from the

practice of law may be enrolled as a retired member. Retired members are assessed

a fee that is equivalent to the inactive membership fee.

Section 6.4 Publication of Notice of Application for Formal Reinstatement

Upon receipt of an application for reinstatement submitted under BR 8.1 of the Rules

of Procedure, the bar shall publish notice of and a request for comment on the

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application on the bar’s web site for a period of 30 days before the application is

considered.

Section 6.5 Register of Members

The Chief Executive Officer must keep a register of the enrollment of members of the

Bar, which must contain such matters of information that the Board determines to be

proper and desirable. The published register of members must include at least the

member’s name, bar number, and current status.

Section 6.6 Rights of Members; Inactive and Suspended Members

Subject to the other provisions of these policies, all active members have equal

rights and privileges including the right to hold an office of the Bar, the right to vote,

and the right to serve on bar committees. Inactive members may be members, but

not officers of sections. Suspended members may remain members of or join

sections during the term of their suspensions, but may not hold an office of the Bar,

vote or serve on the Board of Governors, in the House of Delegates or on any bar

committee or section executive committee.

Section 6.7 Annual Membership Fees and Assessments

(a) The payment date for annual membership fees and assessments is January 31.

(b) No part of the membership fees will be rebated, refunded or forgiven by reason

of death, resignation, suspension, disbarment or change from active to inactive

membership after January 31.

(c) A bar member who, by January 31, expresses a clear intent to the Bar to transfer

to inactive status and timely pays the inactive membership fees, but does not timely

submit a signed Request for Enrollment as an Inactive Member, may be allowed to

complete the inactive transfer without payment of the active membership

assessment, if the Chief Executive Officer finds extenuating circumstances exist. The

Chief Executive Officer’s decision is final.

(d) The Board will set a late payment penalty to be assessed on any member

delinquent in payment of member fees.

(e) Any member in default of payment of annual member fees will be given a

reasonable opportunity to cure the default as determined by the Board. The Chief

Executive Officer shall send a notice of delinquency to each member in default at the

member’s electronic mail address on file with the bar on the date of the notice. The

Chief Executive Officer shall send the notice by mail to any member who is not

required to have an electronic mail address on file with the bar under the rules of

procedure. If a member fails to pay the fees or contributions within the time allowed

to cure the default as stated in the notice, the member is automatically suspended.

(f) The Board may establish a uniform procedure for proration of membership fees

based on admission to practice during the course of the year. New admittees will

have ninety (90) days from the date of admission to pay their membership fees. If a

new admittee fails to pay the fees within the time allowed, the new admittee is

automatically suspended.

(g) The Chief Executive Officer may, each year, exempt or waive payment of annual

membership in cases of (i) proven extreme hardship, or (ii) for members engaged in

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active military service, the Peace Corps, Vista or other volunteer programs serving

the national interest or the legal profession, and for which the member receives only

a subsistence income, stipend or expense reimbursement that is the member’s

principal source of income.

(h) The Chief Executive Officer may take reasonable and necessary actions, including

extending deadlines and waiving late fees, if national or statewide events occur that

severely disrupt the normal course of business. Prior to taking action, the CEO will

make reasonable efforts to consult with the Bar President.

Section 6.8 Law Student Associates

Any student currently enrolled in an Oregon law school may become a Law Student

Associate of the Bar. Law Student Associates are not members of the Bar and,

except as provided in this article, do not have any of the rights and responsibilities of

members. Law Student Associates must pay an annual fee established by the Chief

Executive Officer in an amount sufficient to cover the cost of providing information

and services to Law Student Associates.

Article 7 Public Records and Meetings

Section 7.1 Public Records

The records of the Bar are subject to public inspection in accordance with the Public

Records Law (ORS 192.410-192.502).

Section 7.2 Public Meetings

All regular and special meetings of the Board of Governors, Board of Bar Examiners,

committees, sections, and subcommittees or subsections thereof, are subject to the

Public Meetings Law (ORS 192.610-192.690).

Article 8 Election Procedures

Section 8.1 Date of Elections

(a) The election for members of the Board of Governors will be held annually on the

third Monday in October. Bar members who wish to appear on the ballot must

present a candidate statement to the Chief Executive Officer of the Bar at least 160

days before the election.

In the case of an uncontested election for the Board of Governors, a candidate will

be declared elected thirty-one days after the final day on which candidate statements

for the Board are required to be filed, provided that a challenge has not been filed

pursuant to ORS 9.042. If a challenge has been filed, the candidate will be declared

elected at the end of that process unless the challenge is successful.

(b) The election for members of the OSB House of Delegates will be held annually on

the third Monday in April. Bar members who wish to appear on the ballot must

present candidate statement to the Chief Executive Officer of the Bar at least 30

days before the election.

(c) The election for representatives to the ABA House of Delegates will be held

annually on the third Monday in April in conjunction with the election to the OSB

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House of Delegates. Bar members who wish to appear on the ballot must present a

candidate statement to the Chief Executive Officer of the Bar at least 30 days before

the election. Only members with a principal office address in Oregon will be eligible

to vote for the ABA House of Delegates representatives.

(d) The Board of Governors may take reasonable and necessary actions, including

extending the deadline for candidate statements or the date of the annual election, if

national or statewide events occur that severely disrupt the normal course of

business.

Section 8.2 Ballots

The Chief Executive Officer will prepare ballots whenever a contest exists and the

ballots will be accompanied by the candidate statement. Ballots will be electronic.

Section 8.3 Voting

Members eligible to vote will be provided a secure link to the candidate statements

and an online ballot. Ballots will be tabulated electronically using a secure voting

system to assure no duplicate entries. Voting must be completed on or before 5:00

p.m. on the day of the election. The Chief Executive Officer will announce the results

of the balloting and will notify each candidate of the results of the election.

Article 9 Diversity

The Bar respects the diversity of its membership and its employees. Bar entities,

including, but not limited to standing committees, section executive committees and

Continuing Legal Education programs and publications, should invite participation

that reflects this diversity. "Reflect," as used in this article, does not mean the

application of quotas, but requires a good faith attempt to invite the full participation

of all bar members. Reports of such efforts may be required of bar entities. In

addition, no bar entity may discriminate on the basis of race, religion, color, gender,

gender identity, gender expression, sexual orientation, geographic location, age,

handicap or disability, marital, parental or military status or other classification

protected by law. No professional, business or social functions of the Bar, or any of

its sections, committees, affiliates or other authorized entities may be held at any

private or public facility, which discriminates, based upon the terms listed above.

Furthermore, advertisements or solicitations for employment must offer equal

employment opportunities. The United States Armed Forces are exempt from this

policy as it regards advertisements in the bar’s communications.

Article 10 Communications

Section 10.1 General Policy

(a) Communications of the Bar and its constituent groups and entities, including

printed material and electronic communications, should be germane to the law,

lawyers, the practice of law, the courts and the judicial system, legal education and

the Bar in its role as a mandatory membership organization. Communications, other

than permitted advertisements, should advance public understanding of the law,

legal ethics and the professionalism and collegiality of the bench and Bar.

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Section 10.2 Editorial Policy

(a) The Board will appoint an Editorial Advisory Committee. The Editorial Advisory

Committee will review and recommend editorial policies for bar communications to

the Board for approval. Periodically, the committee will meet to review and provide

feedback on the planned content for The Bulletin to the editorial staff.

(b) All editorial policies will be approved by the Board. Editorial policies may address

such matters as advertising, political communication, profanity and obscenity, letters

to the editor, use of artwork, photographs and illustrations, story placement,

headlines and scheduling, advertising content and rates and similar topics. Editorial

policies must be consistent with Article 9 Diversity and Article 11 Legislation and

Public Policy.

(c) The Chief Executive Officer has sole discretion to determine whether material

submitted for publication meets the standards set forth in or adopted pursuant to

this section and to accept or reject material submitted to the Bar for publication

based on that determination.

Article 11 Legislation and Public Policy

Section 11.1 Legislative Guidelines

(a) Bar legislative or policy activities must be reasonably related to any of the

following subjects: Regulating and disciplining lawyers; improving the functioning of

the courts including issues of judicial independence, fairness, efficacy and efficiency;

making legal services available to society; regulating lawyer trust accounts; the

education, ethics, competence, integrity and regulation of the legal profession;

providing law improvement assistance to elected and appointed government officials;

issues involving the structure and organization of federal, state and local courts in or

affecting Oregon; issues involving the rules of practice, procedure and evidence in

federal, state or local courts in or affecting Oregon; or issues involving the duties

and functions of judges and lawyers in federal, state and local courts in or affecting

Oregon.

(b) The Bar must sponsor legislative proposals approved by the House of Delegates

or through a membership initiative to the Legislative Assembly directly following the

House or membership action. Legislation not enacted may not be sponsored in the

following session unless resubmitted by one of the methods set forth above or by

action of the Board.

(c) The Board may sponsor legislative proposals to the Legislative Assembly on its

own initiative. The Board and its Public Affairs Committee has the authority between

meetings of the House of Delegates to act on legislative and public policy matters

pursuant to the guidelines established.

Section 11.2 Professional Liability Fund Legislation

The Professional Liability Fund ("PLF") may not present to the legislature or any

individual, committee or agency thereof, a position or proposal or any bill or act, as

the position of the PLF without the majority approval of the Board of Directors of the

PLF and the prior approval of the Board of Governors, except as is provided in Article

11 of the Bar’s Bylaws.

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Section 11.3 Objections to Use of Bar Dues

(a) A member of the Bar who objects to the use of any portion of the member’s bar

dues for activities he or she considers promotes or opposes political or ideological

causes may request the Board to review the member’s concerns to determine if the

Board agrees with the member’s objections. Member objections must be in writing

and filed with the Chief Executive Officer of the Bar. The Board will review each

written objection received by the Chief Executive Officer at its next scheduled board

meeting following receipt of the objection. The Board will respond through the Chief

Executive Officer in writing to each objection. The Board’s response will include an

explanation of the Board’s reasoning in agreeing or disagreeing with each objection.

(b) If the Board agrees with the member’s objection, it will immediately refund the

portion of the member’s dues that are attributable to the activity, with interest paid

on that sum of money from the date that the member’s fees were received to the

date of the Bar’s refund. The statutory rate of interest will be used. If the Board

disagrees with the member’s objection, it will immediately offer the member the

opportunity to submit the matter to binding arbitration between the Bar and the

objecting member. The Chief Executive Officer and the member must sign an

arbitration agreement approved as to form by the Board.

(c) If an objecting member agrees to binding arbitration, the matter will be

submitted to the Oregon Senior Judges Association ("OSJA") for the designation of

three active-status retired judges who have previously indicated a willingness to

serve as volunteer arbitrators in these matters. The Bar and the objecting member

will have one peremptory challenge to the list of arbitrators. The Bar and the

objecting member must notify one another of a peremptory challenge within seven

days after receiving the list of proposed arbitrators. If there are no challenges or only

one challenge, the OSJA will designate the arbitrator. The arbitrator will promptly

arrange for an informal hearing on the objection, which may be held at the Oregon

State Bar Center or at another location in Oregon that is acceptable to the parties

and the arbitrator. The hearing will be limited to the presentation of written

information and oral argument by the Bar and the objecting member. The arbitrator

will not be bound by rules of evidence. The presentation of witnesses will not be a

part of the hearing process, although the arbitrator may ask the state bar

representative and the objecting member and his or her lawyer, if any, questions.

The hearing may be reported, but the expense of reporting must be borne by the

party requesting it. The Bar and the objecting member may submit written material

and a legal memorandum to the arbitrator no later than seven days before the

hearing date. The arbitrator may request additional written material or memoranda

from the parties. The arbitrator will promptly decide the matter, applying the

standard set forth in Keller v. State Bar of California, 496 U.S. 1, 110 S. Ct. 2228,

110 L. Ed. 2d 1 (1990), to the expenditures to which the member objected. The

scope of the arbitrator’s review must solely be to determine whether the matters at

issue are acceptable activities for which compulsory fees may be used under

applicable constitutional law. In making his or her decision, the arbitrator must apply

the substantive law of Oregon and of the United States Federal Courts. The arbitrator

must file a written decision with the Chief Executive Officer within 14 days after the

hearing. The arbitrator’s decision is final and binding on the parties. If the arbitrator

agrees with the member’s objection, the Bar will immediately refund the portion of

the member’s dues that are reasonably attributable to the activity, with interest at

the statutory rate paid on the amount from the date that the member’s fees were

22

received to the date of the Bar’s refund. If the arbitrator agrees with the Bar, the

member’s objection is denied and the file in the matter closed. Similar or related

objections, by agreement of the parties, may be consolidated for hearing before one

arbitrator.

Article 12 Pro Bono

The Board may set an aspirational standard for pro bono service for all members.

The Board may approve Board Policies to certify pro bono programs that support the

Bar’s mission.

Article 13 Committees

Section 13.1 Standing and Special Committees

(a) Standing or special committees of the Bar or any member or officer of those

committees may be appointed or discharged by the President or the Board. All

members of standing committees must be active members of the Bar, except

designated public members.

(b) The President or the Board appoints members to fill Committee vacancies that

occur throughout the year. These vacancies occur because members resign or are

unable to participate fully in the committee. The board may appoint advisory

members or public members, as it deems appropriate.

Section 13.2 Joint Committees

(a) The Board may also create joint committees between the Bar and other

professional groups to develop better understanding between the two groups and to

assist in resolving problems of mutual concern.

(b) All Bar Bylaws relating to committees apply to joint committees.

Section 13.3 Committee Responsibilities

Before January 1 of each year the Board will forward a committee charge to the chair

of each committee.

Section 13.4 Membership

All members of standing committees must be active members of the Bar. All

members of standing committees typically serve on a three-year rotating basis.

Terms begin on January 1. The board may appoint advisory members or public

members, as it deems appropriate.

Section 13.5 Financial Issues

Committees have no budget.

Section 13.6 Quorum for Meetings

A quorum, consisting of a majority of the voting committee members, is required for

the transaction of committee business. Action of the committee will be by majority

vote of those voting.

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Article 14 Sections

Section 14.1 Purpose

Sections are entities of the Bar created by the Board to further the Bar’s mission to

serve justice and the public interest by promoting respect for the rule of law,

improving the quality of services, and increasing access to justice. Sections are

governed by section executive committees and strive to provide Bar members who

share interests in particular substantive areas of law with a forum for improving legal

skills and knowledge, improving the law and administration of justice, exchanging

ideas and information, and engaging in pro bono service and other activities to

increase access to justice.

Section 14.2 Formation and Sunset

(a) Any 200 members of the Bar who wish to form a section in a particular area of

law may submit a petition to the Board to create a section. The petition must state

that the signators are committed to becoming members of the section, if the Board

approves forming the section.

(b) Factors the Board must consider in deciding whether to create a section include,

but are not limited to, whether the proposed section duplicates or could be

incorporated into another section and whether the proposed section is consistent

with the mission of the bar.

(c) The Board may merge, reorganize or abolish sections at the request of affected

sections or as the Board deems appropriate. Factors that the Board must consider

include, but are not limited to, the requirements outlined in Standard Section

Bylaws, Article XII.

Section 14.3 Policies and Bylaws

Sections are governed by section executive committees, pursuant to the Standard

Section Bylaws and Board policies adopted by the Board as well as these Bylaws.

Section 14.4 Finances and Contracts

(A) The Board must approve the dues for each section. Each section should set dues

at an appropriate level to pay for programs and activities. The Bar will assess and

collect section dues.

(B) The Bar charges each section a per capita fee for administrative services.

(C) Only the CEO or the CEO’s designee may enter into verbal or written contracts on

behalf of a section or the Bar, upon request of the section.

Article 15 Bar Programs

Section 15.1 CLE Seminars and Legal Publication Programs

The mission of the Bar’s CLE Seminars and Legal Publications programs is to produce

high quality, practical CLE Seminars, books, and resources on Oregon law in a timely

manner, with a goal of ensuring a competent bar by enhancing the knowledge and

skills of Oregon lawyers.

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Section 15.2 Member Services

The mission of the Bar’s Member Services program is to serve as a primary point of

contact for bar members. Member Services will provide public notice of bar

meetings, provide electronic communications to such as broadcast e-mails and list

serves to sections, and provide support to bar staff who act as section liaisons.

Section 15.3 Legal Ethics Guidance

(a) All legal ethics questions regarding the propriety of a proposed course or act of

professional conduct or the intent or interpretation of a rule or statute regulating the

professional conduct of members of the Bar must be submitted or referred to

General Counsel’s office. Legal ethics questions may be submitted in writing or by

telephone.

(b) A bar member may request that a question be submitted to the Legal Ethics

Committee. The Committee may recommend that the Board adopt a Formal Ethics

Opinion, for publication to the membership, or issue a letter of direct advice to the

inquirer.

(c) Responses and opinions provided by General Counsel’s office, the Legal Ethics

Committee and the Board of Governors are limited to and deemed to address only

the facts as submitted in writing by the inquirer.

Section 15.4 Fee Dispute Resolution Program

The Bar may provide for a fee arbitration and mediation procedure whereby fee

disputes between attorneys maintaining offices in Oregon and their clients or other

attorneys are submitted to arbitration panels for resolution. Such a procedure shall

be administered through General Counsel, pursuant to rules approved by the Board.

Section 15.5 Client Security Fund

The bar operates a Client Security Fund pursuant to the Bar Act and rules adopted by

the Board. The Chief Executive Officer or General Counsel of the Bar will continue, as

feasible, collection efforts in each instance in which Client Security Fund ("CSF")

money is paid out. In each of these cases, the Bar will obtain an assignment of

judgment in the amount paid out. The status of any such outstanding judgments

shall be reviewed at least annually by the CSF Committee and the Board.

Section 15.6 Referral and Information Service

(a) The bar operates a referral and information service, including a Lawyer Referral

Service, which provides legal referrals, community service referrals, and general

legal information to persons with legal problems.

(b) The bar’s Lawyer Referral Service operates pursuant to policies and procedures

recommended by the bar’s Public Service Advisory Committee (PSAC). Any changes

to PSAC policies must be reviewed and adopted by the Board. Any changes to PSAC

procedures must be reviewed and adopted by the PSAC.

(c) Members of the Bar against whom charges of misconduct have been approved for

filing will be removed from the Lawyer Referral Service panel of lawyers until those

charges have been resolved. If a member is suspended as a result thereof, the

25

member may not be reinstated to the panel until the member is authorized to

practice law again. Charges of misconduct include those authorized to be filed

pursuant to BR 3.4.

Article 16 Discipline

Section 16.1 State Professional Responsibility Board

(a) The State Professional Responsibility Board ("SPRB") is authorized to exercise its

powers and authority pursuant to statute, the rules of procedure and the Bar’s

bylaws.

(b) All members of the SPRB will receive the same reimbursement of expenses as is

accorded the members of the Board of Governors.

(c) If a complainant, respondent or their representatives contact a SPRB member

concerning the merits of a disciplinary complaint, the SPRB member contacted must

make a full disclosure of the nature of the contact before the SPRB takes action on

the complaint.

(d) The service of members of the State Professional Responsibility Board against

whom charges of misconduct have been approved for filing by the State Professional

Responsibility Board should recuse themselves from service until the charges filed

against them have been resolved. The member should not resume service on the

board until the member is once again authorized to practice law. Charges of

misconduct include those authorized to be filed pursuant to BR 3.4.

(e) The Board of Governors may nominate and request the Supreme Court to appoint

a temporary replacement to serve until the member suspended under this bylaw is

again able to serve. The temporary replacement will have the same rights and

responsibilities as any other member of the entity.

Section 16.2 Disciplinary Counsel’s Office

(a) The bar will pursue, as feasible, collection of those costs and disbursements for

which a disciplinary judgment was awarded to the Bar in a disciplinary or

reinstatement proceeding.

(b) Members of the Board of Governors or other bar officials may receive occasional

correspondence related to disciplinary matters. All such correspondence, including

letters from complainants or Respondent lawyers, must be forwarded to Disciplinary

Counsel for response. Disciplinary Counsel need not send a copy of any response to

the board member or bar official to whom the initial correspondence was addressed.

Any correspondence alleging an ethics complaint about Disciplinary Counsel or

General Counsel must be sent directly to the chairperson of the SPRB pursuant to BR

2.6(f), with a copy to the staff member named in the complaint.

Section 16.3 Adjudicator

The Adjudicator is the Disciplinary Board’s statewide adjudicator, who is authorized

to exercise his or her powers and authority pursuant to statute, the rules of

procedure and the Bar’s bylaws. The Adjudicator is appointed by and serves at the

pleasure of the Oregon Supreme Court, and is an employee of the Oregon State Bar.

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Article 17 Unlawful Practice of Law

Section 17.1 Unlawful Practice of Law Committee

(a) The Unlawful Practice of Law Committee (“UPL Committee”) is authorized to

exercise its powers and authority pursuant to statute, the bar rules of procedure and

the Bar’s bylaws.

(b) The Board may nominate and request the Supreme Court to appoint as many

members as it deems necessary to carry out the UPL Committee’s functions,

pursuant to BR 12.1. At least two members of the UPL Committee must be members

of the general public and no more than one-quarter of the UPL Committee members

may be lawyers engaged in the private practice of law. The Supreme Court may

designate a Committee liaison from the Oregon Judicial Department to provide policy

direction and input to the Committee, and to report to the Supreme Court on the

Committee’s work.

(c) Pursuant to ORS 9.164 and BR 12.2, the UPL Committee shall investigate

complaints of the unlawful practice of law. The UPL Committee may decline to

investigate allegations of unlawful practice of law when: the allegations are not made

to the UPL Committee in writing and submitted on the Bar’s online UPL Complaint

Form; the administrator determines the allegations do not involve the unlawful

practice of law; the administrator determines the allegations do not involve public

harm ; or the allegations consist only of printed or electronic materials,

advertisements or other solicitations describing services that cannot reasonably be

construed as legal services.

(d) At the conclusion of an investigation, the UPL Committee may close the matter,

issue an informational letter, refer the matter to the Board of Governors for initiation

of proceedings under ORS 9.166, or refer the matter to another agency or bar

department, as provided in Bar Policies.

Article 18 Professional Liability Fund

Section 18.1 Board of Directors

The Professional Liability Fund ("PLF") will conduct its business through a Board of

Directors appointed by the Board of Governors. The PLF Board consists of nine

members, seven of which must be active, resident members of the Bar and two of

which must be non-lawyers. The terms of office of PLF Board members is five years,

as staggered by the Board of Governors, with the term of office of each board

member beginning on January 1 of each year. The Board of Governors may remove

any member of the PLF Board without cause and must fill the positions that become

vacant as expeditiously as possible to ensure continuity in the governance of the PLF.

Persons appointed to fill vacancies on the Board of Directors serve the unexpired

term of the member who is replaced. If a replacement appointment to an unexpired

term is for two (2) years or less, the Board of Governors may thereafter reappoint

that person to a term of up to five years. In considering the length of the

reappointment, the Board will take into account the experience level of the PLF Board

of Directors and the effect on the rotation cycle of the Board of Governors. At the

request of two-thirds of the members of the Board of Directors, the Board of

Governors may appoint the immediate past PLF Chief Executive Officer to the Board

of Directors for a period not to exceed one year following their resignation or

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retirement from the PLF CEO position. The former PLF CEO will be a non-voting,

tenth member of the Board of Directors.

Section 18.2 Authority

The Board of Governors vests in the Board of Directors of the PLF the authority that

is necessary and convenient to carry out the provisions of ORS 9.080 relative to the

requirement that all active members of the Oregon State Bar in the private practice

of law in Oregon carry professional liability coverage, the establishment of the terms

of that coverage and the defense and payment of claims under that coverage. The

Board of Directors of the PLF must recommend to the Board of Governors

appropriate requirements for PLF coverage and amounts of money that active

members in the private practice of law will be assessed for participation in the PLF.

Section 18.3 Operation

Subject to the authority of the Board of Governors to take the action that is

authorized by ORS 9.080 and its authority to amend these policies to provide

otherwise, the Board of Directors of the PLF has sole and exclusive authority and

responsibility to operate and manage all aspects of the PLF. The Board of Directors of

the PLF has authority to adopt its own bylaws and policies to assist it in conducting

the business of the PLF. No PLF bylaw, coverage plan, or assessment, or amendment

thereto, can take effect until approved by the Board of Governors. The policies of the

PLF must be consistent with the Bar’s Bylaws regarding the PLF and will be effective

on approval by the PLF Board of Directors, subject to review and ratification by the

Board of Governors within 60 days after notice of the policies has been given to the

Board of Governors.

Section 18.4 Reports

The PLF must present an annual report to the bar membership.

Section 18.5 Board Liaisons to the PLF

(a) It is the goal of the Board of Governors that there be free, open, and informal

communication between the Board of Governors and PLF Board of Directors.

Constructive communication among Board of Governors members, bar management,

PLF Board of Directors members and PLF management is encouraged; however, in

such communication it is recognized that the authority to manage the PLF is vested

in the PLF Board of Directors.

(b) Each year the President of the Bar appoints two lawyer members of the Board of

Governors, and one public member of the Board to serve as liaisons with the PLF

Board of Directors.

(c) At least one of the Board of Governor’s PLF liaisons must be present at each

meeting of the PLF Board of Directors and each attending Board of Governors PLF

liaison must make every effort to attend those meetings in person rather than by

telephone.

(d) The PLF CEO or the CEO’s designee must make a report at each meeting of the

Board of Governors regarding the significant activities of the PLF and any matters

regarding the PLF requiring action by or the attention of the Board of Governors.

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(e) The Board of Governors’ PLF liaisons are responsible for keeping the Board

advised of the activities of the PLF to ensure good communications between the

Board of Governors and the PLF Board of Directors and to ensure that the Board is

fully informed of the background and rationale for all PLF bylaw, policy, coverage

plan, and assessment recommendations to it. The Board’s PLF liaisons must not

participate in the consideration of any specific PLF claim or other confidential PLF

matter except as provided in PLF Policy 4.250(D) (Bar and/or Board of Governors

is/are named parties in an action).

Section 18.6 PLF Reports to the Board

The PLF must regularly provide to the BOG the following:

(a) All financial statements when completed;

(b) All minutes of meetings of the Board of Directors of the PLF or committees of the

Board of Directors, excepting the parts that are made confidential by Oregon Revised

Statues;

(c) All reports of investment performance and changes in investments;

(d) All proposed changes in the primary and excess coverage plans with an

explanation of the reasons for and effects of the changes;

(e) On or before October 1 of each year, the proposed assessment for primary

coverage along with the actuarial reports and the information described in Section

18.11 of the Bar’s Bylaws to enable the Board of Governors to understand and

evaluate the proposed assessments;

(f) A report generally describing the previous year’s excess enrollment, including

total firms enrolled, total lawyers and gross premiums from the excess program;

(g) All projections, forecasts, prospective financial statements and the like prepared

by or for the PLF;

(h) Any other information that the Board of Governors may request to assist it in

discharging its responsibility to the membership of the Bar.

Section 18.7 Release of Information to the Board

All requests by the Board for confidential claim file information from the Professional

Liability Fund must be directed by the President to the Chair of the PLF Board of

Directors. No such material or information will be released by the Board of Governors

without first receiving the approval for release from the Chair of the PLF Board of

Directors. The Board of Governors must coordinate and consult with the Chair of the

PLF Board of Directors before releasing public statements regarding the PLF and its

operations.

Section 18.8 BOG Members Participating in PLF Claims

A member of the Board of Governors who is representing either the plaintiff or the

PLF in a PLF-covered claim shall not participate in any discussion of a PLF-related

matter that comes before the Board of Governors. During the course of the

representation, at any time that a PLF-related matter comes before the Board of

Governors, the Board of Governors members shall announce the fact of the

representation and recuse himself or herself from discussing or otherwise

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participating in the matter. The minutes of Board of Governors meetings shall reflect

the announcement and the recusal.

Section 18.9 Annual Joint Meeting

The Board of Governors will invite the PLF Board of Directors and the PLF

management to meet annually with the Board of Governors to: Discuss the results of

the business of the PLF for the preceding calendar year; discuss the PLF’s long-range

plans and goals; generally inform the Board of Governors of the condition of the PLF

and discuss matters of common interest to the Board of Governors and the PLF. This

meeting must occur as soon as practicable after completion of the year-end financial

reports of the PLF, or by July 1st of each year, whichever is earlier.

Section 18.10 Audit of PLF

The Board of Governors may cause a special audit of the performance and financial

statement of the PLF in addition to the statutory audit. Special audits are at the

expense of the general membership of the Bar.

Section 18.11 Location of Office

The physical location of the PLF will be determined by the Board of Governors on

recommendation of the PLF Board of Directors.

Section 18.12 Staff Responsibility

The Chief Executive Officer of the Bar and the bar staff have no responsibility or

authority with respect to the management of the PLF. However, because the PLF is a

function of the Bar, the Chief Executive Officer and bar staff will cooperate with the

Board of Directors of the PLF, its Chief Executive Officer, and staff in all areas of the

PLF’s business and activities. Likewise, it is expected that the PLF Chief Executive

Officer and staff will cooperate with the Bar, its Chief Executive Officer and staff in all

areas of the Bar’s business and activities. The Chief Executive Officer of the Bar will

make the PLF aware of all personnel and other policies of the Bar so that there may

be uniformity for all bar functions recognizing, however, that the nature of the PLF

may justify deviations from such policies in certain circumstances.

Section 18.13 PLF Assessment

The Board of Governors recognizes that the assessment for coverage is derived by

the prudent application of actuarial principles, responsible evaluation of past and

present operations and investments of the PLF and judgments about future revenue

and losses. Assessments vitally affect the members of the Bar and the public, which

must rely on the general availability of a wide range of legal services. The PLF has

the responsibility to submit to the Board of Governors its recommended assessment

for the subsequent year (or any mid-year special assessment) supported by a report

evidencing: The actuarial principles and assumptions used in the proposed

assessment, the evaluations of the past and current operations and investments of

the PLF with respect to their effect on the proposed assessment, the judgments and

assumptions employed about future revenue and losses, and all other factors that

the PLF believes will or may affect the adequacy and appropriateness of the proposed

assessment. The Board of Governors must review the proposed assessment, the

PLF’s reports, and such other information as may be appropriate. On completion of

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the review, the Board of Governors must adopt an assessment that it reasonably

believes to be actuarially prudent and reasonably believes will provide assurance of

continued financial stability of the PLF.

Section 18.14 PLF Personal and Practice Management Assistance

Committee

The Professional Liability Fund Personal and Practice Management Assistance

Committee ("PLF-PPMAC ") has the authority to provide assistance to lawyers and

judges who are suffering from impairment or other circumstances that may

adversely affect professional competence or conduct and may also provide advice

and training in law practice management. The PLF-PPMAC may provide this

assistance through the PLF’s Oregon Attorney Assistance Program and the Practice

Management Advisor Program and by the use of the PLF staff and volunteers.

Article 19 Attorney Assistance

Section 19.1 Creation and Purpose

(a) The State Lawyers Assistance Committee ("SLAC"), created pursuant to ORS

9.568, supervises and assistslawyers whose performance or conduct may impair

their ability to practice law or their professional competence. The board may appoint

members and public members as it deems appropriate.

(b) SLAC shall receive confidential referrals regarding Oregon lawyers whose practice

may be impaired and conduct investigations regarding the referrals.

(c)If SLAC finds that a lawyer’s performance or conduct may impair the lawyer’s

professional competence or ability to practice law, SLAC shall require the lawyer to

participate in a remedial program of monitoring, treatment, counseling or training.

(d) SLAC shall supervise referred lawyers referred pursuant to a conditional

admission, conditional reinstatement or other disciplinary order.

Section 19.2 State Lawyers Assistance Committee Policies

(a) The failure or refusal of a referred lawyer to respond to SLAC’s initial inquiry; to

participate in interviews with designees during the course of SLAC’s investigation; to

respond to SLAC requests for information or for a professional evaluation; or to

participate in and comply with a remedial program, may result in the lawyer being

referred to Disciplinary Counsel for possible action under Oregon RPC 8.1(c).

(b)SLAC records and any information provided to or obtained by it or its designees

including, without limitation, medical information, is confidential, unless disclosure is

authorized by ORS 9.458(4). Pursuant to ORS 9.568(4), the confidentiality does not

apply to information relating to a lawyer’s non-cooperation with SLAC or its

designees or to information obtained by the Bar from any other source not connected

with the referral to SLAC. Pursuant to Bar Policy, the SLAC chairperson or designee

may release the name of the referred lawyer to the OAAP.

(g) SLAC will prepare a written annual report of its activities, which does not disclose

individually identifiable confidential information regarding confidential referrals.

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Article 20 Sustainability

The Bar supports the goal of sustainability in the operation of the bar and in the

practice of law, generally defined as meeting present needs without compromising

the ability of future generations to meet their own needs.

Article 21 Unclaimed Lawyer Trust Account Funds

Section 21.1 Administration of ULTA Funds

(a) The Chief Executive Officer shall assign bar staff to oversee the administration,

disbursement, and claims adjudication of unclaimed lawyer trust account funds

appropriated to the Bar pursuant to ORS 98.386(2). The administration,

disbursement and claims adjudication of unclaimed lawyer trust account funds shall

be consistent with the requirements of ORS Chapter 98 and Board Policies.

(b) All unclaimed lawyer trust account funds appropriated to the Bar shall be

received and held in a separate fund.

(c) All unclaimed lawyer trust account funds shall be invested in the same manner as

the Bar’s general funds as described in these Bylaws. The Legal Services Committee

may provide recommendations on the investment of unclaimed lawyer trust account

funds to the Investment Committee.

Section 21.2 Disbursement(a) The Chief Executive Officer and the Chief Financial

Officer are authorized and empowered to make disbursements of unclaimed lawyer

trust account funds appropriated to the Bar to:

(1) Claimants for the payment of claims allowed pursuant to ORS Chapter 98

and these Bylaws.

(2) The Bar, for expenses incurred by the Bar in the administration of the

Legal Services Program, only if the Chief Executive Officer determines such

disbursements will not impair the Bar’s ability to make payments for claims

allowed pursuant to pursuant to ORS Chapter 98 and these Bylaws from

unclaimed lawyer trust account funds.

(b) The Budget & Finance Committee, after seeking the advice of the Legal Services

Committee, may recommend that the Board make disbursements of unclaimed

lawyer trust account funds appropriated to the Bar to the Legal Services Program

established under the Bar Act for the funding of legal services. The Board may

authorize such disbursements only if the Board determines the disbursements will

not impair the Bar’s ability to make payments for claims allowed from unclaimed

lawyer trust account funds.

Article 22 Admissions

Section 22.1 Board of Bar Examiners

Pursuant to ORS 9.210, the Supreme Court appoints a Board of Bar Examiners (BBX)

to carry out the admissions function of the Oregon State Bar. The BBX recommends

to the Supreme Court for admission to practice those who fulfill the requirements

prescribed by law and the rules of the Court. The BBX’s responsibilities include:

investigating applicants’ character and fitness, developing a bar examination,

determining the manner of examination, determining appropriate accommodations

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for applicants, grading the bar examinations and setting standards for bar

examination passage. The BBX may appoint co-graders to assist with the grading of

examinations. The BBX may also recommend to the Court rules governing the

qualifications, requirements and procedures for admission to the bar, by examination

or otherwise, for law student appearance, and other subjects relevant to the

responsibilities of the BBX.

Section 22.2 Nominations

The bar and the BBX will recruit candidates for appointment to the BBX and for

appointment as co-graders. The BBX will solicit input from the Board of Governors

before selecting co-graders and nominating candidates for appointment to the BBX.

Section 22.3 Liaisons

The Board of Governors shall appoint one of its members as a liaison to the BBX. The

BBX may appoint one of its members as a liaison to the Board of Governors. The

liaisons shall be entitled to attend all portions of the BBX and Board of Governor

meetings, including executive and judicial sessions.

Section 22.4 Admissions Manager

The Admissions Manager shall manage the admissions functions of the Oregon State

Bar, under the overall authority of the Chief Executive Officer. The Chief Executive

Officer will make the hiring, discipline and termination decisions regarding the

Admissions Manager. The Chief Executive Officer will solicit BBX’s input into these

decisions and give due consideration to the recommendations and input of the BBX.

If the BBX objects to the final hiring decision for the Admissions Manager,

recruitment will be reopened. If the Admission Manager position becomes vacant, the

Chief Executive Officer may appoint another Oregon State Bar employee to perform

the duties and functions of the Admissions Manager stated in the Rules for

Admission. Prior to making such an appointment, the Chief Executive Officer will

solicit the BBX’s input into these decisions and give due consideration to the

recommendations and input of the BBX. If the BBX objects to the final appointment

decision, then the Admissions Manager will be reopened for a new appointment or

subsequent hiring decision.

Section 22.5 Budget

With the approval of the Oregon Supreme Court, the BBX may fix and collect fees to

be paid by applicants for admission. A preliminary annual budget for admissions will

be prepared by the Admissions Manager and Chief Executive Officer in consultation

with the BBX. Upon approval by the BBX, the budget will be submitted to the Board

of Governors. The final budget presented to the Board of Governors will be provided

to the BBX. Upon adoption by the Board of Governors, the budget will be submitted

to the Supreme Court in accordance with Section 2.5, and the BBX may make a

recommendation to the Supreme Court regarding adoption of the budget. The budget

will align with bar policy generally after consideration of the policy goals and

objectives of the BBX.

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Section 22.6 Amendments

Any proposed amendment to Article 22 shall be submitted to the BBX and Supreme

Court for consideration prior to submission to the Supreme Court. The Bar will

submit proposed amendments to this Article to the Supreme Court for review,

together with BBX’s recommendations. Upon Supreme Court approval of the

proposed amendment, the Board of Governors may adopt such amendments in

accordance with Article 23.

Article 23 Amendment of Bylaws and Policies

(a) Any amendment of the Bar’s Bylaws requires notice at a prior Board meeting

unless two-thirds of the entire Board waives the notice requirement. The Bar’s

Bylaws may be amended by affirmative vote of a majority of the entire Board at any

regular meeting or at any special meeting of the Board called for that purpose.

(b) The Board may adopt or amend Bar Policies not inconsistent with these Bylaws

by an affirmative vote of a majority of the entire Board at any regular meeting or at

any special meeting of the Board called for that purpose.