BYLAWS
OF THE
SOLO AND SMALL PRACTICE SECTION
OF
THE WASHINGTON STATE BAR ASSOCIATION

Including amendments approved by the Executive Committee of the Solo and Small Practice Section on
August 3, 2006, and the WSBA Board of Governors on October 27, 2006.

ARTICLE I. NAME

The name of this Section shall be the Solo and Small Practice Section.

ARTICLE II. PURPOSE AND DEFINITIONS

The purpose of this Section shall be to benefit the members of the Washington State Bar Association and the general public by:

2.1 Developing programs and materials to encourage the effective and efficient management of solo and small firms, including educational and related activities in connection with the Continuing Legal Education Department of the Washington State Bar Association.

2.2 Assisting solo and small firms in utilizing the best techniques, methods, and procedures, thereby encouraging the delivery of competent and cost-effective legal services to their clients.

2.3 Providing a forum for members of the Washington State Bar Association to exchange ideas regarding solo and small practice economics and management subjects, including time, billing and accounting programs, computerized legal research, operating system and application software, expert systems, marketing, human resources, and quality management programs.

2.4 Undertaking such other services of benefit to the members of the legal profession and the public which are consistent with the bylaws of the Section or the Washington State Bar Association.

2.5 For purposes of these bylaws, the term:

2.5.1 “Solo and small practice” or “solo and small firm” means a law firm of ten (10) or fewer attorneys.

2.5.2 “In writing” or “written” includes e-mail.

ARTICLE III. MEMBERSHIP

3.1 Section Members

Any active member in good standing with the Washington State Bar Association may be enrolled as a Member of the Section (“Section Member”) upon request and payment of annual section dues. Each Section Member shall be entitled to one vote in Section votes and elections.

3.2 Subscribers and Voting

Other persons may participate in Section activities as Subscribers of the Section (“Section Subscriber”) upon payment of annual section dues in the same amount payable by Section Members. Section Subscribers shall not have voting privileges.

3.3 [ Reserved ]

3.4 Dues

Dues in the amount recommended by the Executive Committee of the Section and approved by the Board of Governors of the Washington State Bar Association shall be paid annually, in advance.

ARTICLE IV. MEMBERSHIP MEETINGS

4.1 Continuing Legal Education.

The Section may, at the discretion of the Executive Committee, sponsor or co-sponsor Continuing Legal Education programs for the benefit of its Section Members and Section Subscribers, as well as other members of the Bar and the public, covering topics relevant to solo and small firm practice.

4.2 Business Meetings.

Meetings of the membership of the Section may be called by the Executive Committee at such time and place within the State of Washington as it may determine.

4.3 Quorum.

Section Members present at any meeting shall constitute a quorum for the transaction of business.

4.4 Voting and Elections at Meetings.

Voting at meetings and elections shall be governed by the other provisions of these bylaws below.

4.5 Official Meetings.

No meeting shall be official unless written notice thereof has been mailed or sent by electronic means to the membership at least twenty (20) days prior thereto which sets out in reasonable detail the business or votes to be conducted.

ARTICLE V. PRINCIPAL OFFICE

The principal office of the Section shall be the offices of the Washington State Bar Association.

ARTICLE VI. FISCAL YEAR

The fiscal year of the Section shall coincide with that of the Washington State Bar Association.

ARTICLE VII. EXECUTIVE COMMITTEE

7.1 Powers and Duties.

The Executive Committee shall be vested with the powers and duties necessary for the administration of the affairs of the Section and shall perform duties assigned to it by the Board of Governors.

7.2 Composition and Voting Rights.

The Executive Committee shall be composed of the following persons:

7.2.1 Section Members and Section Subscribers elected by the membership pursuant to Article 10 below. Except as provided in Subsection 7.2.2 below, the elected Members shall each have one vote as an Executive Committee member. The elected Subscribers shall serve in an ex-officio capacity which does not include voting rights.

7.2.2 The Immediate Past Chair, who shall not have a vote as an Executive Committee member.

7.2.3 If appointed by their respective organizations, a Liaison Representative from (i) the Association of Legal Administrators, Puget Sound Chapter; (ii) the Washington State Bar Association, Young Lawyers Division; and (iii) the Law Office Management Assistance Program of the Washington State Bar Association. The Executive Committee may request appointment of a Liaison Representative from any other organization if such appointment would, in the judgment of the Executive Committee, benefit the Section. A Liaison Representative shall have no vote as an Executive Committee member. Each person described above who serves on the Executive Committee shall be referred to in these bylaws as an “EC Member.” The voting EC Members shall not exceed eleven (11) in number.

7.3 Eligibility for Service as a Voting Executive Committee Member.

Only members of the Washington State Bar Association may vote as an EC Member. EC Members who are Subscribers shall serve in an ex-officio capacity with no voting rights. Up to one-third of the EC Members, not to exceed three (3) persons, may consist of Section Subscribers. A Section Subscriber may hold the office of Secretary, but all other officers of the Section shall be members of the Washington State Bar Association.

7.4 Election.

The voting EC Members shall be elected as provided in Article 10 below. The voting EC Members shall have authority to appoint additional voting EC Members or to appoint voting EC Members to replace those who have resigned or have been removed, but any voting EC Member so appointed shall stand for re-election at the time that his or her Group stands for election as provided in Subsection 7.5.2 below.

7.5 Term.

7.5.1 Unless otherwise provided in these bylaws, the term of each voting and non-voting EC Member shall be for two (2) years. The term shall begin on the commencement of the fiscal year which immediately follows the election and shall end when the voting EC Member’s successor is elected and qualified.

7.5.2 Voting EC Member terms shall be staggered. After the effective date of this amended Section 7.5, each voting EC Member shall be assigned to Group 1 or Group 2. Each Group shall have the same number of voting EC Member seats, unless the total of voting EC Members is an odd number, in which case one Group may have one seat more than the other Group. Each seat in Group 1 shall be filled by an election to be conducted on or before September 30, 2007, and thereafter each seat in Group 1 shall be filled by election every two years. Each seat in Group 2 shall be filled by an election conducted on or before September 30, 2008, and thereafter each seat in Group 2 shall be filled by an election every two years.

7.5.3 Notwithstanding the provisions of this Section 7.5, or any other provision of these bylaws, any person elected to serve as Chair-elect pursuant to Article 10 below shall have his or her term as a voting EC Member extended until his or her term as Chair-elect and Chair have expired.

7.6 Quorum and Voting.

7.6.1 The voting EC Members present at any Executive Committee meeting shall constitute a quorum for the transaction of business.

7.6.2 Unless otherwise stated in these bylaws, acts of the Executive Committee shall be by majority vote or by consensus of the voting EC Members present. Notwithstanding the foregoing, a voting EC Member may vote in absentia by instructing the Secretary in writing of the manner in which the vote is to be cast.

7.7 Meetings.

Meetings shall be held at such time and place as may be designated by the Chair or majority of the voting EC Members. Section Members and Section Subscribers shall be entitled to attend Executive Committee meetings. The Executive Committee shall conduct a minimum of four meetings per fiscal year. No meeting shall be official unless prior notice thereof shall have been given to the voting EC Members in writing, at least seven (7) days prior to the meeting.

ARTICLE VIII. COMMITTEES

8.1 Creation of Committees.

The Executive Committee shall have the power to designate other committees of this Section. The Committee members shall be selected by the Chair from among Section Members and Section Subscribers approved by the Executive Committee.

ARTICLE IX. OFFICERS

9.1 Officers.

The officers of this Section shall be the Chair, Chair-elect, Secretary, Treasurer and Immediate Past Chair. The positions of Secretary and Treasurer may be held by the same person, except as otherwise provided in these bylaws. The Chair-elect, Secretary and Treasurer shall be elected as set out in Subsection 10.3 below.

9.2 Removal.

Any officer or standing or interim Chair may be removed by the majority of voting EC Members (excluding the <EC Member to be removed) whenever, in their judgment, the best interest of the Section would be served thereby.

9.3 Chair.

The Chair shall be the chief executive officer of the Section and, subject to the Executive Committee’s control, shall supervise and control all of the affairs of the Section. The Chair shall preside at all meetings of the Section and of the Executive Committee. The term of the Chair shall be one (1) year. The Chair may be elected and serve for two (2) consecutive one-year terms if a majority of the voting EC Members deem that it serves the best interests of the Section.

9.4 Chair-elect.

The Chair-elect shall perform the duties of the Chair during the absence or incapacity of the Chair, together with such duties as from time to time may be assigned to him or her by the Chair or by the Executive Committee. The Chair-elect shall succeed to the office of Chair. The term of the Chair-elect shall be one (1) year. The Chair-elect may be elected and serve for two (2) consecutive one-year terms if a majority of the voting EC Members deem that it serves the best interests of the Section.

9.5 Secretary.

The Secretary shall be the custodian of all books, papers, documents and other property of the Section. It shall be the duty of the Secretary to maintain minutes of the proceedings of all meetings of the Section and of all meetings of the Executive Committee. Upon direction by the Chair, and as authorized by the Executive Committee, the Secretary shall attend generally to the business of the Section. A Section Subscriber may hold the office of Secretary as provided in Section 7.3 above. The term of the Secretary shall be one (1) year.

9.6 Treasurer.

It shall be the duty of the Treasurer to maintain or confirm that the Washington State Bar Association has maintained a true record of all accounts and financial statements of the Section and to present a report of the current status of the Section budget at each Executive Committee meeting. The term of the Treasurer shall be one (1) year.

9.7 Immediate Past Chair

The Chair whose term most recently ended shall serve as the Immediate Past Chair. The term of the Immediate Past Chair shall be one (1) year.

ARTICLE X. VOTING AND ELECTIONS

10.1 Voting on Proposals.

Any vote by Section Members on a proposal may be conducted at a meeting pursuant to Article IV above or by mailed paper ballot or by e-mail or other electronic methods generally available to Section Members. If a vote is to be held at a meeting, then proper notice of such vote must be given pursuant to Section 4.5 above. Any proposal shall be deemed approved if it receives a majority vote of the Section Members who cast a vote on the proposal.

10.2 Election of Executive Committee Members.

10.2.1 Unless otherwise provided in these bylaws, an election to fill all of the seats in one of the two Groups of the Executive Committee shall be held once each year. The election may be held at a meeting held pursuant to Article IV above or by mailed paper ballot or by e-mail or other electronic methods generally available to Section Members. If an election is to be held at a meeting, then proper notice of such election must be given pursuant to Section 4.5 above. Plurality of votes cast shall elect.

10.2.2 Voting EC Members shall serve as the Nominating Committee. The Nominating Committee shall nominate one or more members of the Section to stand for election to fill the seats on the Executive Committee next becoming vacant.

10.3 Election of Officers

Officers must be voting EC Members, except the position of Secretary. Officers shall be elected by the voting EC Members, except for the office of Chair, which will automatically be filled by the Chair-elect, and except for the office of Immediate Past Chair, which shall be filled by the Immediate Past Chair of the Executive Committee. Plurality of votes cast shall elect.

ARTICLE XI. AMENDMENTS

These bylaws may be amended pursuant to an approving vote conducted pursuant to Section 10.1 above. These bylaws may also be amended at any regular or special meeting of the Executive Committee called for the purpose of amending the bylaws, and upon seven (7) days written notice, by a majority vote of the voting EC Members. No amendment to these bylaws shall become effective until approved by the Board of Governors of the Washington State Bar Association.

ARTICLE XII. LIMITATIONS

These bylaws have been adopted subject to the applicable Washington statutes and the bylaws of the Washington State Bar Association and shall be construed to be in conformity therewith.