Alameda County Bar Association

“The ACBA is a voluntary local bar association with approximately 1,500 members.”

“Annual Election. Officers and Directors shall be elected by the Board of Directors during the month of October each year. 1. Nominating Committee. A Nominating Committee consisting of seven Active Members of the Association shall be appointed by the Board of Directors at its June meeting each year. The committee shall consist of the immediate Past-President, who shall serve as the committee chair, the President, the President-Elect, one member of the Barristers Section, one member of the Association who is also a member of an identity bar association, and two general members of the Association who shall not be members of the Board. In appointing the Nominating Committee, the Board shall also specify the particular, high, conceptual-level competencies that the Board feels will be important to govern ACBA and direct it effectively in the next few years. The Nominating Committee shall meet at the call of the Chief Executive Officer of the Association. It shall nominate one member of the Association for the office of President-Elect, one member of the Association for the office of Vice-President and one member for each Director whose term will expire on December 31st. The Nominating Committee shall forward names of the proposed candidates to the Chief Executive Officer not later than August 24th. Once the Board has approved a slate of officers and directors, the Chief Executive Officer shall cause the names of the candidates to be published in a legal newspaper in Alameda County and on the ACBA website not later than five business days after the September Board meeting and to be posted in a conspicuous place in the office of the Association. 2. Nomination Guidelines. In making its nominations, the Nominating Committee shall prioritize candidates who meet the particular competencies specified by the Board of Directors for the coming years. The Nominating Committee also shall evaluate each candidate, taking into consideration the following criteria: each candidate's personal abilities, judgment and leadership qualities; each candidate's years as a member of the Association; the duration, scope, quality and recentness of each candidate's participation in the activities and affairs of the Association; each candidate's history and quality of support for the programs and projects of the Volunteer Legal Services Corporation or similar organizations; and, candidates who demonstrate core competencies of diversity, inclusiveness, governance and leadership. 3. Additional Nominations. Additional nominations for the offices of President-Elect or of Vice-President or for the position of Director may be made only by filing with the Chief Executive Officer on or before 5:00 p.m. on the 15th calendar day after the posting of the slate in the legal publications per paragraph 2 above. A written nomination must be signed by at least thirty-five Active Members in good standing as certified by the Chief Executive Officer as of August 24th of that year. A report of any such additional nomination, or nominations, shall be posted on the ACBA website, posted in an e-mail blast to members, submitted for publication in a legal newspaper in Alameda County and shall be posted in a conspicuous place in the office of the Association within five business days following the Additional Nominations deadline. A. Voting. In the event of additional nominations, the elections may be conducted electronically or by mail ballot. Elections shall be conducted in a method that ensures confidentiality and one vote per active member. A plurality of votes cast shall be sufficient to elect any candidate for the office of President-Elect or of Vice-President. In any contest for the vacant seats on the Board of Directors, those nominees receiving the highest number of votes shall be deemed elected; to be a valid ballot, the number of candidates receiving votes must equal the number of vacant seats on the board. B. In the event of no additional nominations, the nominees proposed by”

“The ACBA Board of Directors reviews the Form 990 at its meeting prior to the filing date or electronically if the Form 990 is not complete in time for the meeting prior to the filing date. Each board member must certify that they received and reviewed the Form 990. Should a board member note any errors, they notify staff, who notifies the preparer.”

“Officers, directors, and key employees are required to disclose any interests that could give rise to conflicts as they arise. Each year the Board of Directors receives the ACBA Bylaws during board orientation. The conflicts of interest policy is discussed and officers and directors are asked if they are aware of any potential conflicts. All Board members are required to complete a conflict of interst form setting forth any potential conflicts of interest, or certifying that there are none.”

“It is a policy of the ACBA Board of Directors to perform a review of the CEO on an annual basis. Included in this review process is a review of executive compensation, which: 1. enables the Board to attract and retain the executives needed to effectively carry out the mission of the organization and the policies of the Board, 2. responds to market trends, 3. reflects the value of the functional demands of executive work, 4. rewards performance results, 5. is based on factors that provide for just and reasonable compensation as defined by law, comparability data and best corporate governance practice. Total compensation mix may include: 1. base pay and 2. benefit plans. Compensation actions approved by the Executive Director Review Committee must be documented, and such documentation shall include the basis of the Committee's actions and the names of the Committee members involved in the actions. The documented process for determining executive compensation shall include: 1. terms of the compensation agreement, 2. approval date, 3. names of Committee members who approved the compensation decisions, 4. data used in the compensation decision, 5. disclosures of conflicts of interest, if any, 6. annual review of compensation records, 7. authority of Committee to exercise executive compensation actions. The Board of Directors authorizes the CEO Review Committee to approve compensation decisions for the CEO. Such decisions are reported to and subject to review by the full Board of Directors. The CEO shall evaluate the performance and compensation of all other staff.”

“The ACBA Bylaws, which includes our conflicts of interest policy, are available on our website. The ACBA publishes an annual magazine, A Year in Review, which includes information from the financial statements. It is noted in A Year in Review and on our website that our financial statements and other governing documents are available upon request and contact information is provided.”