First District Appellate Project

“Office (article i) - updated to require that the principal office be located within the counties of the first district. An "other offices" section allowing the board to establish branch offices was added. Qualification of directors (article iii, section 2) - a provision that no more than 10% of the board members may be "interested persons" was added. Bar association role in selection of directors (article iii, former sections 3 and 4; new sections 4 and 5) - removed a requirement that some board members be appointed by county bar associations. Meetings (article iii, sections 7-11) - udated to provide for electronic notice, permit telephonic and video meetings, and generally update the language for clarity and to comport with state law. Standard of care. (article iii, section 13 (formerly section 12) - this section is updated with new language tracking california law. Section 13(d) regarding mutual directors is new. Committees (article iv) - the former bylaws have two sections regarding committees: (1) executive committee and (2) other committees. We added a new general section 1 on committees stating the authority to create committees and the limits on committee power. This new section eliminated the need for the former "other committees" section. We also deleted the portion of our executive committee section (former section 1; new section 2) which lists powers the executive committee cannot exercise because the new general section lists those limitations for all committees.”

“There are no committes with the authority to act on behalf of the board.”

“The form 990 is reviewed for accuracy and completeness by the executive director and then by the executive committee of the board of directors. Any questions arising during this review process are resolved prior to filing of the form. A copy of the final form 990 to be filed is provided to all members of the full board of directors prior to filing.”

“Each year a declaration of financial interests is distriuted to, and signed by, all board members, the executive director, assistant director, accounting staff,and office administrator. Interested persons are encouraged to err on the side of disclosure and to report any circumstances that potentially pose a conflict of interest. All disclosurs are discussed with the interested person and the full governing board or committee in the interested person's absence. The full governing board or committee determines the existence of conflicts as well as the procedure to rectify a specific conflict that is determined to exist. Restrictions imposed on a person determined to have a conflict of interest include, but are not limited to, recusal from affected decisions, removal from affected committee or duty, or, if in the case of a failure to disclose conflicting interests, an approriate disciplinary and/or corrective action can be imposed. The signed declarations and records of any proceedings are kept on file.”

“Compensation for the executive director is based on the comparable market rates in the same geographic area and approved by the board of directors.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”