1. GOVERNANCE, MANAGEMENT, AND DISCLOSURE

1.3 Board

1.3.1 General

Article IV of the SDCBA Bylaws addresses the Board of Directors.

All Board members are installed each year at the Association’s annual holiday party, Stepping Up to the Bar, which is held in December.

1.3.2 Role of the Board

The Board of Directors is legally and ethically accountable for the health and effectiveness of the SDCBA. As fiduciaries, the Board steers the organization towards a sustainable future by adopting the necessary ethical, legal, and financial policies, and making sure the Association has adequate resources to advance its mission. Under well-established principles of nonprofit corporation law, a Board member must meet certain standards of conduct and attention in carrying out their responsibilities to the organization. These will be discussed in the following subsections.

1.3.3 Board Member Responsibilities

All SDCBA Board members have the following duties:

Conduct organizational and strategic planning to determine and advance the Association’s mission and purpose;
Determine, evaluate, and enhance programs and services to ensure they move the Association forward;
Ensure that adequate resources (funds, volunteer time, and internal team time) are devoted to priorities and other Association functions;
Provide financial oversight;
Ensure the legal and ethical integrity of the SDCBA;
Assess overall Board performance;
Select and review the Executive Director and the Certified Public Account of the Association;
Work collaboratively with the Executive Director and assess performance of the organization (i.e., budget,goal advancement, how programs and services support the strategic framework/plan);
Act as an ambassador at large for the Association by promoting the Association’s mission, goals, and accomplishments, whenever and wherever appropriate;
Know and adhere to the Bylaws and Policies & Procedures of the Association;
Be informed about the trends and issues in the legal profession that may affect the Association’s future;
Serve the Association as a whole, and not any one constituency, according to each Board member’s individual judgment and conscience;
Refrain from committing the SDCBA to anything in the legal community unless advised to by the President and/or Executive Director, or as approved by the Board;
For more information, see Ken Dayton, Governance is Governance; Bob Harris, Board Roles and Goals; and Lakely Barret for BoardSource, Board Fundamentals: Understanding Roles in Nonprofit Governance.
Refrain from asking for non-Bar related favors of the Executive Director or internal team;
Attend Board and Board-level committee meetings and other Association events as defined below.

1.3.4 Duty of Care

The duty of care describes the level of competence that is expected of a Board member and is commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a Board member owes the duty to exercise reasonable care when they makes a decision as a steward of the organization.

1.3.5 Duty of Loyalty

The duty of loyalty is a standard of faithfulness; a Board member must give undivided allegiance to the SDCBA’s interests, goals, and mission when making decisions affecting the organization. A Board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.

1.3.6 Duty of Obedience

The duty of obedience requires Board members to be faithful to the organization’s mission. Board members shall conform their service to be consistent with the central goals of the organization as set forth in the mission statement and core values.

1.3.7 Duty of Confidentiality

This duty requires Board members to maintain confidentiality of material non-public information about the organization and its performance, and maintain the confidentiality of Board meeting discussions. This duty creates the fabric of trust and collegiality that must exist among directors.

1.3.8 Board Member Duties

In addition to the responsibilities noted above, a Board member must attend to the five areas outlined below:

1.3.8.1 Meetings
Board meetings are held and conducted in accordance with the provisions set forth in the Bylaws. Although the Bylaws require “regular meetings at such time as [the President] shall determine,” it has been common recent practice to hold Board meetings on the first Tuesday of every month at 5:15 p.m. at the Bar Center. The monthly Board meeting usually lasts approximately two hours, but have, on occasion, and depending on the agenda, exceeded that timeframe. If there are no pressing Association matters, there has typically not been a Board meeting in August. Occasionally, depending on the needs of the organization, the President may call specially set Board meetings pursuant to the Bylaws.6 The Board of Directors’ role is one of governance. The Board is tasked with developing policy and setting the organization’s strategic vision. Once the policy and strategic direction have been set, tactical and operational details of the Association are delegated to the SDCBA’s internal team, which is directed by the Executive Director of the organization.

1.3.8.2 Agenda and Agenda Review
The agenda for the Board of Directors’ meetings is set by the President, and, if practical and finalized, distributed to the Board after review by the Executive Committee one week in advance of the meeting. All Board members are expected to carefully review the Board agenda and materials prior to the Board meeting. If there is an item on the agenda a Board member wishes to speak to, a Board member feels that additional perspectives would be advisable, or a Board member needs additional information or has additional questions, they should contact the President or Executive Director before the Board meeting, or the Board member identified as responsible for a particular item before the Board meeting.

Any member of the Association may request that an item be placed on a Board meeting’s agenda by contacting the President or Executive Director. All items should be submitted by 5:00 p.m. two weeks before the date of the meeting. Any member of the Association who wishes to place a matter on the agenda after the deadline may do so with the consent of the President. If the President does not consent to placing any matter on the agenda, this decision may be appealed to the Board by a member of the Board. A two-thirds affirmative vote of the Board members present at a meeting will place the matter on the agenda.The agenda and agenda materials are provided electronically and always posted to the Board’s File Share in its E-community in advance of the Board meeting. An email from the Executive Director or their designee will be sent notifying the Board that the agenda and materials have been posted. Given the fact that materials for the Board meeting come from multiple sources (including volunteer and internal leadership), and that all agendas are reviewed by the Executive Committee the Tuesday before the Board meeting, some items may not be finalized in time to be included with the posted agenda. In these instances, Board members will be notified when additional materials have been finalized and posted, and hard copies will be made available at the Board meeting.

1.3.8.3 Policy for Changes to SDCBA’s Articles, Bylaws, and Policy Manual
Proposed changes to SDCBA’s Articles, Bylaws, and Policy Manual should be provided to the Executive Committee for analysis. The purpose of the Executive Committee’s review is not to evaluate the merits of the proposed changes, but whether they are consistent with SDCBA’s strategic plan, mission and vision statements, and core values. The proposal to the Executive Committee must identify the section of the governing document to be added, deleted, or amended, and include the specific language change, including the other existing language of the section to be amended.

Before a vote from the Executive Committee to recommend approving changes to Articles, Bylaws, or Policy Manual and before presentation of the proposal to the Board, the Chair of the Governance Committee and Executive Director shall review the proposed addition, deletion, or amendment to ensure that it conforms with the style of the Articles, Bylaws, and Policy Manual and to identify any other provisions in the Articles, Bylaws, and Policy Manual that may also be affected or implicated by the change.

Regardless of the conclusions that the Executive Committee reaches, a member of the Board may still request that a proposed change to SDCBA’s Articles, Bylaws, or Policy Manual be placed on the next Board meeting’s agenda

1.3.8.4 Action
The Board utilizes Robert’s Rules of Order to place a motion on the table for consideration and voting. The Board’s Secretary documents all action of the Board in Board minutes that are approved by the Board at the following meeting. Board minutes are officially housed at the Association’s offices. The Board minutes reflect final Board action and list all members who abstained from a vote but do not identify those who voted in favor of or against a motion unless a roll call vote is requested and procedurally proper for a particular action.

From time to time, the Board or a Board-level committee must act on a time-sensitive matter, which must be conducted pursuant to the Action Without Meeting provisions in the Association’s Bylaws. Specifically, Article IV, Section 4.4,7notes that any action by the Board may be taken without a duly noticed meeting if all members of the Board consent in writing to such action. This approach is consistent with the California Corporation Code.

The following process will be utilized for time-sensitive matters that require action of the Board of Directors pursuant to Article IV, Section 4.4:

The President will email the Board detailing the issue that requires immediate action and will provide necessary background information including reason(s) why the action cannot wait for a regular or special meeting. The President will also call for a motion and a second.
Once a motion and a second has been received, each Board member will be asked to vote by “replying all” with their vote of “yes” or “no” in order that all members of the Board can see the vote and discuss any issue pertaining to the motion as a group. Pursuant to the California Corporations Code, 100% of the Board of Directors must participate in the e-vote and 100% of the Board must approve the motion in order for the motion to carry. Should a Board member abstain, the motion will not carry.
For major actions or actions that 1) authorize the expenditure of funds or 2) directly impact members’ rights, each Board member must sign, scan, and return via email a signed statement accompanying their vote in order to authenticate the vote.
After an e-vote has been conducted, such written consent or consents shall be filed with the minutes of the proceedings of the Board as provided by Bylaws, Article IV, Section 4.4.

1.3.9 Board Retreat

Each year, the Board meets at a retreat to address larger issues for the Association or to create a strategic plan. Typically, the retreat takes place in January and the Association retains an outside consultant to assist with this work. From time to time, and based on need, there may also be a mid-year Board retreat or retreat convened for other levels of leadership (i.e., Section, Committee, and Division leadership). Attendance at the annual retreat and any mid-year retreat is mandatory for Board members.

1.3.10 Board-Level Committee Work

The Board is organized into Board-level committees. It is at the committee level where specific Association needs are discussed, projects and services considered, and draft policy and approaches developed. Given the scope of Association activities and the size of the Board, Board members necessarily rely on their colleagues to assess, vet, and weigh recommended solutions at the Board committee level. Accordingly, the work at the Board committee level must be undertaken with utmost care and diligence.

Board-level committees, taskforces, or working groups are typically chaired by Board members. Some Board-level committees are made up only of Board members; others are a mixture of Board members and non-Board members. The President-Elect determines all Board member assignments for the upcoming year typically by the end of November. The Executive Director assigns internal management team leaders or others to work with the chair on all Board-level committee work.

Depending on the issue, Board-level committees may meet monthly or as needed. Committee meetings are set by the committee chair in consultation with committee members, and generally take place from 8:30 a.m. – 10:00 a.m. for morning meetings, 12:00 p.m. – 1:30 p.m. for lunch meetings, or 4:30 p.m. – 6:00 p.m. for evening meetings.

1.3.11 Other Presidential Requests and Assignments

In addition to the above, new issues and projects may arise during the course of the year that require attention by the SDCBA. If the issue or project does not fall within the parameters of an existing Board-level committee or working group, the President may appoint a special committee or task force, or simply ask a particular Board member to lead or manage a project. The scope of these projects varies widely, but this ad hoc approach is usually limited in scope and duration.

1.3.12 Attendance at SDCBA and other Events

In addition to regular SDCBA Board work, Board members are expected to be the ambassadors of the Association. As such, attendance at Association events is extremely important. There are two categories of events that SDCBA Board members are expected to attend:

SDCBA events
In addition to section, committee, and division events, the SDCBA holds or sponsors many events that are open and advertised to the entire membership. Although every Board member is not expected to attend every event, Board members are expected to pick and choose a sampling of them to attend. Signature events, like Stepping Up to the Bar, should be attended by every Board member unless they is excused by the President. Board members may attend Signature event and any SDCBA non-CLE event at no charge. Most of these SDCBA events take place after work, beginning around 5:00 or 5:30 p.m., though occasionally they will take place at lunch (for example, the Annual Law Week Luncheon), or even less frequently, on weekends.
Events Sponsored by Other Organizations
The SDCBA encourages its Board Members to attend Law-Related Organization(LRO) events to build and strengthen SDCBA;'s relationships in San Diego County's legal community. It is strongly recommended that board members attend a variety of events throughout the year, including smaller affinity bar events, to show our support and to further strengthen these relationships. Regarding attendance at approved LRO events, the SDCBA will allocate a reasonable amount within its annual budget, for board members to use each calendar year for attendance at LRO events. If a Board member's employer is able to pay for event attendance, the preference is to utilize those funds first and board members should take advantage of discounted attendance when available. Board members should indicate any discounts to the SDCBA team member handling reservations. Finally, if a Board member has reserved a ticket at an event and can no longer attend, the Board member should ask another Board member to go in their place or reimburse the SDCBA for the cost of that ticket.
At the beginning of the year, and throughout the year as events are scheduled, SDCBA designated staff will provide LRO event information( e.g., date, location, event name, etc.) to the Board, Board members are responsible for notifying SDCBA designated staff in a timely manner, of their interest in attending an LRO event, so that SDCBA designated staff can process registration on their behalf. In the event there are more than three board members other than the President who want to attend the same event, the Executive Director and the President will prioritize attendance.
Approved LRO events for paid board attendance are as follows:
- American Board of Trial Advocates, San Diego Chapter, Red Boudreau Dinner
- Appellate Defenders, Inc, Defender Dinner
- Arab American Bar Association of San Diego Annual Gala
- Association of Business Trial Lawyers Annual Judicial Mixer
- Association of Corporate Counsel Signature Event
- Consumer Attorneys of San Diego Annual Awards and Installation Dinner
- Earl B. Gilliam Bar Foundation Annual Scholarship & Awards Gala
- East County Bar Association Annual Installation Dinner
- Filipino American Lawyers of San Diego Gala
- Iranian American Bar Association Annual Nowruz Gala
- Korean American Bar Association Annual Dinner and Installation of Officers
- Lawyers Club Annual Dinner
- National Asian Pacific Islander Prosecutors (NAPIPA) Annual Event (When hosted in San Diego)
- Native American Lawyers Association
- North County Bar Installation Dinner
- Pan Asian Lawyers of San Diego Scholarship Banquet
- Probate Attorneys of San Diego Annual Prom
- San Diego Chinese Attorneys Association Chinese New Year Association Banquet
- San Diego County Bar Foundation Distinguished Lawyer Memorial
- San Diego County Bar Foundation Evening in La Jolla
- San Diego County District Attorney's Office-Citizens of Courage Awards Luncheon
- San Diego County Jewish Bar Association Annual Gala
- San Diego Defense Lawyers Annual Installation Dinner
- San Diego La Raza Lawyers Association Scholarship Fund Annual Dinner
- San Diego Law Library Witkin Awards Dinner
- San Diego Volunteer Lawyer Program Justice for All Celebration
- South Asian Bar Association Annual Dinner
- Tom Homann LGBT Law Association Annual Dinner
- Women of Color in Law Annual Luncheon

1.3.12.1 What Board Members Must Attend

Monthly and specially called Board Meetings
Board Annual Retreat and Mid-Year Retreat
All meetings of assigned Board-level and other closed committees
SDCBA Signature Events
o Annual Judicial Reception
o Annual Law Week/Awards Luncheon
o Annual Law Student Reception or Annual Open House
o Annual Bench-Bar Luncheon(s) (at least one)
o Dialogue on Diversity (at least one in the annual series)
o Stepping Up to the Bar
New Board Orientation (First Year Class only) and other special Board orientations
Executive Committee Meetings if scheduled (only members of the Executive Committee are required to attend; other Board members are welcome to attend)
At least one New Lawyer Division mixer
At least three events / annual dinners of specialty, diverse, and regional bar associations
At least one San Diego County Bar Foundation event (Distinguished Lawyer Memorial or Evening In La Jolla)
At least one membership development mixer / activity
The annual Section & Committee Leadership appreciation event
Any Reception for the State Bar, California Lawyers Association, or ABA President
Other Special Events requested by the President
Section and Committee Chair orientation (new Board Members)
The two annual Board dinners / socials

1.3.12.2 What Board Members Should Try to Attend

At least one Swearing in Ceremony for newly admitted attorneys
At least one section and committee mixer
At least one event targeted to recruit law students (e.g., law student orientations on campus)
Other specialty, diverse, and regional bar associations’ events not listed above

1.3.13 Role of Regional Representatives

The SDCBA has members countywide and the Board of Directors includes three elected members who are designated as Regional Representatives – one from South Bay, one from East County, and one from North County. The Regional Representatives specific duties are as follows:

Liaise with SDCBA members in the region;
Be the SDCBA ambassador and point person in the region and highlight what programs, activities, and benefits are available to lawyers who do not practice in downtown San Diego (especially live streaming of all educational programs and member lounge / shared work room);
Raise awareness of the perspective of regional members at Board meetings;
Attend SDCBA regional events;
Attend bar events of North County Bar Association, Foothills Bar Association, or South Bay Bar Association as the SDCBA regional liaison (and wear the SDCBA badge); and
Check in with the regional bar association periodically to see if there are any issues they are seeing / experiencing that the SDCBA may also want to hear about.

1.3.14 Governance-Focused Committees

The composition of governance-focused committees is currently as follows:

1.3.14.1 Audit Committee
Purpose: The Audit Committee is charged with ensuring an independent external auditor is retained and an annual audit of the Association’s finances is conducted each year.

Composition: The President appoints a Board member to chair the Audit Committee. No Board members who serves on the Finance Committee may serve on the Audit Committee. The President may appoint up to three non- Board members to serve on the Audit Committee.

Committee Member term limit: Committee members are appointed for a one-year term. The terms are renewable up to seven times, for a maximum of eight years of consecutive service. Following the eighth year, an appointed committee member must take two years off the committee before being eligible for re-appointment.

Committee Chair term limit: A committee Chair is appointed at the discretion of the President for a one-year term, renewable up to one additional year in the Chair role, though subject to the term limits of a Committee member.

Qualifications: Experience with reviewing financial and or tax documents and working with the independent external auditors.

1.3.14.2 Elections Committee
Purpose: The Elections Committee shall review the election process each year. The Immediate Past President shall review the vote totals and report the election winners to the Board and membership. If the Immediate Past President is not available, the President shall review the vote totals and report the results to the Board and membership.

Composition: The President shall appoint a committee of not less than three board members, including the Immediate Past President, to serve on the Elections Committee.

Committee Member term limit: Committee members are appointed for a one-year term.

1.3.14.3 Executive Committee
The Executive Committee, as described in Article IV, Section 4.5.1, of the Bylaws, has the power to act on behalf of the Board in two areas:

Routine administrative actions
Emergency measures

It is within the discretion of the President whether to call or hold Executive Committee meetings; however, the President generally convenes Executive Committee meetings monthly before the Board meeting to review the status of key issues, discuss the Board meeting agenda, and review the status of strategic plan implementation, as well as any other matter in its purview. To the extent the Executive Committee makes a decision regarding emergency measures, that decision is placed on the consent agenda of the Board at its next meeting for ratification. The Executive Committee can also recommend action to the full Board on issues that do not fall within its authority.

1.3.14.4 Finance Committee
Purpose: The Finance Committee annually reviews the proposed budget for the next fiscal year of the Association, previews unbudgeted monetary requests pursuant to policy enacted by the Board and any budgetary variances, and oversees relevant finance policies. The Finance Committee is consulted by the Executive Director and financial manager, or other appropriate designee by the Executive Director to serve the needs of the organization in establishing and reviewing internal controls. ( *All further references to "financial manager, or other appropriate designee by the Executive Director to serve the needs of the organization. ")

Composition: The Finance Committee is composed of the Treasurer, who chairs the committee; the President; the President-Elect; and other Board members appointed by the President.

Committee Member term limit: Committee members are appointed for a one-year term.

Qualifications: Experience with multi-million-dollar budgets and financial reports desired.

1.3.14.5 Governance Committee
Purpose: The Governance Committee provides oversight and assistance to Sections and Divisions to ensure they are functioning and collaborating in accordance with SDCBA policies and procedures, develops an assessment tool for use by the Board, and oversees Board development with respect to governance best practices.

Composition: The Secretary serves as Chair, and the President appoints between two to four additional members, including at least one member with Section Leadership experience, with one person serving as Vice Chair. The Chair and Vice Chair roles are for one-year terms.

Committee Member term limit: Committee members are appointed for a two-year term. The terms are renewable up to three times, for a maximum of eight years of consecutive service. Following the eighth year, an appointed committee member must take two years off the committee before being eligible for re-appointment.

Qualifications: Experience with SDCBA Section or Division leadership or experience with Board governance at other 501(c)(3) or 501(c)(6) nonprofit organizations.

1.3.14.6 Investment Committee
Purpose: The Investment Committee oversees the Association’s investment transactions, management, policies and 11guidelines, including review of investment manager selection, establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure policies and guidelines.

Composition: The Investment Committee is Chaired by the Treasurer. The President appoints two or more individuals (who may be non-members) with professional investment experience to serve on this Committee.

Qualifications: Professional investment experience is strongly preferred.

1.3.14.7 Leadership Outreach Committee
Purpose: The purpose of the LOC is to: 1) conduct outreach among the membership of the SDCBA and the minority and regional bar associations to ensure that candidates for the Board reflect the general diversity of the legal community, including personal diversity (ethnic, gender, sexual preference) and professional diversity (practice area, expertise); 2) encourage greater participation by the membership in the governance of the SDCBA; 3) develop future leaders among the membership of the SDCBA; and to 4) provide the voting members of the SDCBA with a selection of qualified candidates for open seats on the Board.

Composition: The Leadership Outreach Committee is chaired by the immediate Past-President of the Board of the SDCBA, who shall select the members of the committee. Membership on the committee is a one-year commitment subject to reappointment. The size of the committee is no larger than 21 members and no less than 10 members and is intended to be as representative as possible of the San Diego legal community. It should include members who have a wide understanding of the legal community and the San Diego County Bar Association. The following is a guide for who could serve: 1) past presidents of the SDCBA; 2) a new lawyer (in the first 7 years of practice) representative as selected by the chair; 3) members of the Committee for Diversity & Inclusion; 4) chairpersons of the most active SDCBA sections or committees; 5) representatives from the local gender, ethnic, and minority bar associations; and 6) at-large members of the SDCBA. There are no term limits.

Duties and Procedures: The Leadership Outreach Committee is charged with: 1) reviewing the composition of the Board to identify areas for outreach; 2) making contact with the presidents of all of the minority and regional bar associations to discuss the goal of diverse candidates for the SDCBA Board; and 3) conducting an informational session on how to run for the Board and the election process to potential candidates.

Leadership Outreach Committee members are precluded from supporting or endorsing any candidates for election to the Board for the year in which they serve.

The Committee should begin meeting in January of each year in order to ensure timely outreach to candidates and sufficient time for candidates to solicit LRO endorsements. Outreach should include personal contacts by members of the committee, in addition to e-mail, correspondence and articles published in San Diego Lawyer Magazine. In addition, the Chair of the LOC will reach out to all regional and minority bar associations as soon as practicable detailing the timeline of the process.

The LOC shall be guided by SDCBA Bylaws Section 4.2.2 regarding Board of Director elections.

1.3.14.8 LLC Committee
Purpose: The LLC Committee advises the Board on the interests of the incorporated LLCs of which SDCBA is the single and sole member. The President may also convene related working groups and taskforces to address issues pertaining to the LLCs.

Composition: The Committee is chaired by the President and at a minimum includes the three LLC officers: President, Treasurer, and Executive Director.

1.3.14.9 Strategic Planning Committee
Purpose: This Strategic Planning Committee is charged with actualizing and ensuring implementation of the Strategic Plan. The Committee also makes recommendations with respect to activities that are or are not aligned with the Strategic Plan.

Composition: The Strategic Planning Committee is chaired by the President-Elect. The President appoints Board members and other SDCBA members, as needed, to serve on this Committee.

Qualifications: Familiarity with the SDCBA’s mission, vision, and core values. Experience with strategic plan implementation at other organizations is desired.

1.3.15 Board Orientation

The President-Elect and Executive Director will conduct an orientation session for new Board members before January 1 each year. The session will outline the Association’s culture, strategic plan, current policies, service initiatives, and other priorities. All Board members will receive a binder of materials necessary to fulfill their fiduciary responsibilities and educate the Board member on the Association’s services and activities. From time to time and based on need, the President may also convene additional orientations to support the Board in its work (e.g., history of the Association’s real property holdings, or orientation to the Association’s financials).

1.3.16 Board Expenses

The following are Board-related expenses included in the annual budget:

Presidential Travel and Expenses (Generally): The SDCBA will pay reasonable travel, hotel, and meal expenses for the President when attending out-of-town meetings on behalf of the SDCBA, and will pay other reasonable expenses of the President in performing their duties on behalf of the SDCBA.
ABA Annual and Mid-Year Meetings: The SDCBA will pay reasonable travel, hotel, and meal expenses for the President, President-Elect, and Executive Director or designee when attending the ABA Annual and Mid-Year meetings, including the National Association of Bar Executives and the National Council of Bar Presidents.
Annual State Bar Meeting: The SDCBA will pay reasonable travel, hotel, and meal expenses for the President, President-Elect, and Executive Director or designee to attend the annual State Bar meeting.
ABA Bar Leadership Institute (BLI): The SDCBA will pay reasonable travel, hotel, and meal expenses for the President-Elect and the Executive Director or designee to attend the ABA’s Bar Leadership Institute and may do the same for the President, if the President could not attend when serving as the President-Elect.
Annual Retreat: To the extent the President determines it appropriate to hold an annual Board retreat, the SDCBA will pay for the lodging and meals of all Board members, the Executive Director, other senior internal team members as determined by the Executive Director, and other individuals invited to attend the retreat by the President.
Acknowledgements for Board Members: The SDCBA may pay for plaques or other modest mementos for Board members and the outgoing President. No sitting Board member is currently eligible to receive any SDCBA award.
Board Meetings and Business: The SDCBA shall pay for reasonably priced meals in conjunction with Board meetings and other Board business, including Board-level committee meetings.
Attendance at Law Related Organization Events: As noted above, the SDCBA devotes funding for Board Members to attend signature events / annual dinners of local law-related organizations, including specialty, 13diverse, and regional bar associations.
Parking: The SDCBA will pay for parking near the SDCBA principal office for the President and President-Elect. The SDCBA will reimburse parking expenses related to SDCBA required meetings, up to $250 per year, for all other Executive Committee members.

1.3.17 Other Requests/Appointments

To the extent any other organization requests that the SDCBA appoint or suggest a liaison from the SDCBA to that organization, the President may consider such requests and respond, subject to ratification of any appointment by the Board.

1.3.18 Conflict of Interest Policies and Gift Policies

All Board members must adhere to the Association’s conflict of interest policies located in the section titled “Conflict of Interest.” The Association’s gift policy is located in the section titled “Financial Operations.”

1.3.19 Vacancies

Authority: The Association’s Bylaws authorize the Board, in its discretion, to fill vacant seats on the Board. (See Bylaws § 4.2.4.) However, the Bylaws prohibit filling a vacancy for the Immediate Past President or the President- Elect (if elected from the Third-Year Class). (See Bylaws § 4.2.4.) A separate process governs vacancies for the New Lawyer Division Director. (See Bylaws §§ 4.2.4, 8.6.4; Policy § 8.1.1.)

Eligible Members: The Board’s appointee must be an Attorney Member who meets all requirements for election to the Board and, if applicable, for the vacant seat that the appointee will fill. (See Bylaws §§ 3.1.1, 4.2.2, 4.2.4.)

Vote Threshold: The Board must approve any vacancy appointment by a majority vote of the Directors then in office.

Term of Office: The appointee shall serve for the remainder of the vacating Director’s unexpired term, provided that the appointee continues to satisfy all requirements for election to the Board, and for the vacant seat that the appointee will fill, that were in effect when the appointee’s term of office began.

Process: If the Board chooses to fill a vacancy, the following procedures apply:

The Board shall issue a call for self-nominations via email, on its website, and any other similar communication means. The announcement shall include, at a minimum:

1. Minimum requirements to serve as a Director.
2. Key dates and deadlines in the appointment process.
3. All materials each applicant must submit (including the manner and form of submission).
4. The date when any appointment takes effect, and the balance of the unexpired term of office that the appointee will serve.
If the vacancy occurs near the annual Board election, the Board should structure the timeline to fill the vacancy to allow for maximum participation in the call for self-nominations, which includes (i) filling the vacancy after the Board election results are final; and (ii) setting deadlines so those Board election candidates who were not elected can participate in the self-nomination process.
Nominations Period
Members will have at least 10 business days to submit self-nominations.
Executive Committee Review
The Executive Committee will review all self-nominations in closed session, and any Director may attend the closed session meeting and provide input for the Committee to consider in making its recommendation to the Board. The Executive Committee shall circulate its recommendation and all self-nominations to the Board in advance of the meeting where the Board will consider filling the vacancy.
Board Appointment
The Board may fill the vacancy at any duly noticed regular or special meeting, and shall consider filling the vacancy in closed session. The meeting minutes shall reflect the name of any Member appointed to fill the vacancy, the effective date of the appointment, and the balance of the unexpired term of office that the appointee will serve as a Director.

1.3.20 Annual Board Internal Assessment Survey

Purpose: As the Association’s governing body, the Board recognizes that effective governance requires candid feedback regarding the Association’s performance, efficiency, and internal operations. Moreover, timing is equally as important as substance: Contemporaneous feedback is critical to improving governance practices. Accordingly, the Association strongly encourages candid and immediate, but also constructive, feedback to the Board and Internal Team.

Annual Survey: In December of each year, the Executive Director will distribute the Board Internal Assessment Survey (either in electronic or paper form) to all Directors for the purposes of identifying issues that need clarification, topics for future Board education, and areas to strengthen the Board’s governance performance and practices.

Analysis of Results: All survey responses shall remain anonymous. The Executive Director will compile and analyze the survey results, and will share the aggregated results with the President, President-Elect, Immediate Past President, and any other individual the President designates. At the Board’s meeting in January or February following the survey, or at the Board’s annual retreat, the Executive Director will present the aggregated survey results and initial analysis, as well as any tentative plan to address important or prioritized issues (which may include referring issues to the appropriate Committee).

Periodic Review: The Governance Committee shall review and revise (if necessary) the Board Internal Assessment Survey and related processes on an as-needed basis, but should conduct a review at least once every three years to ensure the Board Internal Assessment Survey seeks feedback relevant to the Association’s internal operations and governance, and implementing the Strategic Plan, among other strategic goals.