BY-LAWS
As amended and adopted at the General Membership Luncheon Meeting,
Tuesday, March 27, 2001, and further amended and adopted on November 27, 2001,
Tucson, Arizona.

ARTICLE I - MEMBERSHIP
The principal office of the Association shall be located in Pima County, Arizona. 

ARTICLE II - MEMBERSHIP 

Section 1 - Regular Members
All attorneys and Judges, other than Judges who are Honorary members, who are members in good standing of the State Bar of Arizona, shall be eligible for election to Regular membership in this Association. 

Section 2 - Honorary Members
Upon approval by the Board of Directors pursuant to the procedures set forth in Section 3 hereof, the Association may have the following Honorary members: 

                        (1)  Justices of the Arizona Supreme Court, during the time they shall hold office; or  

                        (2)  Any person who has rendered distinguished service to the legal profession, to the State of Arizona,
                        or to the United States. 

Honorary members shall have all the privileges of Regular membership except the right to vote and the right to be elected as officers or directors of the Association.

Section 3 - Associate Members and Legal Assistant Associate Members  
            A. Associate Member
            Any person who is a member in good standing of the Bar of any other state of the United States maybe            
            elected as an Associate member of this Association.   

B. Legal Assistant Associate Member
            An individual shall be eligible for Legal Assistant Associate membership in the Pima County Bar
            Association if such individual meets and maintains the following criteria: 

            (1)  The applicant, although not a member of the legal profession, is qualified through education, training or work experience and is employed or retained by a lawyer, law office, governmental agency, or other entity in a capacity or function which involves the performance under the direction and supervision of an attorney, of specifically-delegated substantive legal work, which work, for the most part, requires a sufficient knowledge of legal concepts such that, absent that legal assistant, the attorney would perform the task; and 

            (2)  The applicant is either:

            a) An individual who has successfully completed and maintains a certified legal assistant
            status through examination and compliance with the National Association of Legal
            Assistants testing requirements for certified status; or, 

            b) An individual who has maintained the principal occupation of a legal assistant for a
            minimum of three (3) years; and, who has provided an attestation of a supervising attorney
            who is also a member of the Pima County Bar Association who attests to the occupation
            and length of employment.

Application.  The application of a Legal Assistant Associate must indicate that the applicant is proposed
            by a Regular member or Associate member in good standing of the Pima County Bar Association. 

C.  Rights, Privileges and Restrictions.  Associate members and Legal Assistant Associate members
            shall have such rights and privileges as declared by the Board except the right to vote and the right to
            be elected as officers and directors of the Association.   

Section 4 - Election of Members  
All applicants for Regular or Associate membership, except Honorary members, shall submit their application to the Association.  The Association shall determine the fitness and qualifications of each applicant for membership.  Honorary members shall be nominated by the Board of Directors.  Each applicant or nominee approved by the Board of Directors shall be presented for approval at any regular meeting of the Association.  Upon approval of a majority of the members present at that meeting the applicant shall be elected.   

Section 5 - Membership Dues/Fees  
            A.  Admission.  There shall be no admission fee to the Association. 

B.  Dues - Regular Members.  The dues required to be paid by the Regular members shall be  
            determined  by the Board of Directors. 

C.  Dues - Honorary Members.  No dues shall be required of Honorary members. 

            D.  Dues - Associate Members and Legal Assistant Associate Members  
            Associate Members and Legal Assistant Associate Members shall be required to pay the same dues as
            a Regular member of the Association. 

E.  Penalties for Default.  Any member who defaults in the payment of dues for thirty (30) days after the
           due date shall be suspended from all privileges of membership.  Thirty (30) days after written notice of
           default, if dues are not paid in full, membership shall terminate.

ARTICLE III - MEETINGS OF MEMBERS    

Section 1 - Annual and General  Meetings.
The annual meeting of the members shall be held on the last Tuesday in May of each year. The exact number and dates of general meetings of the members to be held during each calendar year shall be determined by the Board.  If the day fixed for a meeting shall be a legal holiday, such meeting shall be held as directed by the Board of Directors.

Section 2  - Special Meetings.  
Special meetings of the members shall be called by the President, or by a majority of the directors, or by the President at the request of not less than ten percent (10%) of the members entitled to vote at the meeting.

Section 3 - Place of Meetings.  
All meetings of the members shall be held in Pima County, Arizona, or at such other place as may be fixed by the Board of Directors and stated in the meeting notice or in a duly executed waiver of notice thereof. 

Section 4 - Notice of Meetings.  
Written notice stating the place, day and hour of the regular or annual meetings shall be sent not less than seven (7) calendar days before the date of the meeting by mail or publication to each member entitled to vote at such meeting.  If the hour is not stated in the notice for regular meeting, it shall be 12:00 noon.  A notice of special meeting shall be given in like manner not less than three (3) nor more than thirty (30) business days before such meeting.  Notice of meetings may be given in the Associations monthly newspaper.  

Section 5 - Quorum and Adjournment.  
At any meeting of the members, seventy-five (75) members entitled to vote, represented in person or by proxy, shall constitute a quorum.  If less than seventy-five (75) members are represented at a meeting, a majority of the members so represented may adjourn the meeting without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 6 - Voting.
Each Regular member is entitled to vote in person or by proxy.  All questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation, these By-laws or the laws of the State of Arizona.

Section 7 - Proxies.
At all meetings of the members, a Regular member may vote by proxy executed in writing.  The proxy shall be filed with the Secretary of the Association or at the time of the meeting.  No proxy shall be valid after the expiration of thirty (30) days from the date of its execution.  Unless otherwise required by law, all questions concerning the validity or sufficiency of the proxies shall be decided by the Secretary.

Section 8 - Conduct of Meetings.  
The President shall preside over meetings of the members, if present, or if not, by the President-elect, if present, or if not, by the person designated by the President or President-Elect. The Secretary of the Association, if present, or if not, a person chosen at the meeting by the person presiding at the meeting, shall act as secretary.

ARTICLE IV - BOARD OF DIRECTORS  

Section 1 - General.  
The business and affairs of the Association shall be managed by the Board of Directors.

Section 2 - Number and Qualifications.  
There shall be not less than nineteen (19) nor more than twenty-one (21) directors.  All Regular members are eligible for election to twelve (12) elective directorships.  The twelve (12) directors elected at large by the membership shall be elected for three (3) year rotating terms, with approximately one-third of such directors being elected each year.   In addition to the twelve (12) directors elected at large by the membership, the following shall also be directors of the Association: the Immediate Past-President, the President and the President-Elect of the Association; the Presiding Judge of the Pima County Superior Court or his/her designee; a member of the faculty of the University of Arizona James E. Rogers College of Law designated by the Board; the representative(s) from the Pima County members on the Arizona State Bar Board of Governors as designated by the Board; and the President of the Young Lawyers Section of the Association.

Section 3 - Election and Term of Office.
Directors at large from the membership shall be chosen by written ballot which shall be mailed to those entitled to vote no later than April 25 of each year and returned by mail to the Secretary no later than one week before the annual meeting of the Association.  The ballots shall be canvassed by tellers who are appointed by the President and the results of the canvas announced at the annual meeting of the Association.

The President shall appoint a Nominating Committee consisting of two (2) members of the Board and at least three (3) other members of the Association.  The Nominating Committee shall submit its recommendations for the elective members at large of the Board of Directors whose terms have expired to the President during the third week in March.  There shall be no nomination or election required for the offices of President and President-Elect. The President, upon receipt of recommendations of the Nominating Committee, shall announce those said recommendations to the membership of the Association during the March membership meeting.  Any additional nominations may be submitted by petition signed by at least five (5) Regular members of the Association, together with the written consent of nomination of each candidate.  Nominating petitions must be filed with the Secretary no later than the Friday before the last Tuesday in March.  Only those names submitted by the Nominating Committee and by nominating petition shall appear on the written ballot mailed to the membership.

Each newly elected director from the membership at large shall hold office for a term of three (3) years.  No Regular member shall serve more than two (2) consecutive three-year terms as a director at large.  

Section 4 - Regular Meeting.  
Regular meetings of the directors shall be held monthly unless otherwise canceled.  

Section 5 - Special Meetings.Special meetings of the directors may be called by the President or at the request three (3) directors.  The person or persons authorized to call special meetings of the directors may fix the place for holding any such meeting of the directors called by them.    

Section 6 - Notice of Meetings. Notice of any special meeting shall be given in writing at least three (3) days before the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7 - Conduct of Meetings. At all meetings of the Board, the President, if present, or if not, the President-Elect, if present, or if not, a director chosen by the directors present, shall preside.  The Secretary, if present, or if not, a person chosen at the meeting by the person presiding at the meeting shall act as secretary of the meeting.

Section 8 - Quorum. At any meeting of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board.

Section 9 - Presumption of Assent. A director of the Association who is present at a meeting of the directors at which action on any Association matter is taken shall be presumed to have assented to the action taken, unless the abstention or dissent (1) is entered into the minutes of the meeting, or (2) is filed with the person acting as the secretary of the meeting before the adjournment thereof, or (3)  is forwarded by registered mail to the Secretary of the Association immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 10 - Removal of Directors. Any director who becomes ineligible for Regular membership in the Association shall be removed by action of the Board of Directors.  In addition, the Board of Directors may, whenever in its judgment or discretion, the best interests of the Pima County Bar Association shall be served thereby, remove any director of the Association, with our without cause, upon a two-thirds (2/3) vote of the Board of Directors cast in favor of such directors removal at a special meeting of the Board of Directors called for such purpose.

Section 11 - Resignation. A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon acceptance by the Board of the resignation.

Section 12 - Vacancies. Vacancies occurring from the directors at large on the Board may be filled at a regular meeting of the Board of Directors by a vote of a majority of the directors then in office, although less than a quorum exists.  A director elected to fill a vacancy shall be elected to hold office for the unexpired term of the predecessor.

Section 13 - Compensation. No compensation shall be paid to directors for their services, but actual incidental expenses incurred in connection with a regular or special meeting of the Board may be authorized.

Section 14 - Action by Resolution. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board.  Such consent shall have the same effect as a unanimous vote of the Board at a meeting duly called and noticed.

ARTICLE V - OFFICERS

Section 1 - General.  
The conduct of the Association shall be carried out by the officers of the Association.  

Section 2 - Officers.  
The officers of the Association shall be a President, President-Elect, Secretary, and Treasurer.  

Section 3 - President.  
The President shall be the principal executive officer of the Association and shall preside at all meetings of the members and directors.  The President may sign, with the Secretary or any other authorized officer of the Association any deeds, mortgages, bonds, contracts or other instruments which the directors have authorized to be executed, except if the signing and execution shall be expressly delegated by the directors or by these By-Laws to some other officer or agent, or shall be required by law to be otherwise signed or executed; the President shall appoint all committees of the Association and fill all vacancies therein; and in general shall perform any duties incident to the office of president and any other duties as may be prescribed by the directors.

Section 4 - President-Elect.  
In the absence of the President or in the event of the Presidents death, inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  

Section 5 - Secretary.  
The Secretary shall keep the minutes of the members and directors meetings, see that all notices are duly given in accordance with the provisions of these By-Laws or as required, be custodian of the Association records and keep a register of the post-office address of each member which shall be furnished to the Secretary by such member, and in general perform all duties as from time to time may be assigned by the President or by the directors.

Section 6 - Treasurer.  
The Treasurer shall have charge and custody of and be responsible for all books and records of the Association and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the directors.