OF BAR COUNSEL BYLAWS
(As Amended, effective August 6, 2010)
ARTICLE I - NAME
The name of the Corporation is National Organization of Bar Counsel, Inc.
ARTICLE II - PURPOSES
Section 1. In General. The Corporation is organized to provide for:
a. Exchange of information and views among counsel for bar associations and lawyer disciplinary and regulatory agencies pertaining to their duties and mutual problems;
b. Exchange of pleadings and briefs filed in disciplinary cases, unauthorized practice of law cases and other litigation involving lawyer ethics and regulation;
c. Joint, coordinated action in order to address nationwide problems, including the simultaneous filing of lawsuits when necessary;
d. Mutual assistance in taking depositions or affidavits and in gathering evidence outside a home state;
e. Exchange of legislative proposals, bills, statutes, court rules, pamphlets and articles of interest to bar counsel;
f. Encouragement to bars and bar associations which do not have staff counsel to employ same;
g. Participation in and promotion of institutes and seminars to increase the knowledge and efficiency of bar counsel; and
h. Any purpose consistent with the above purposes that is proper for an exclusively charitable and educational organization.
Section 2. Not for Profit. The Corporation is not organized, nor will it be operated, for pecuniary profit and shall not declare or make dividends or other financial distributions to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof.
ARTICLE III - OFFICES
The registered corporate office of the Corporation shall be in the District of Columbia. Executive headquarters and business offices may be established in such city or cities of the United States and elsewhere as the Board of Directors may from time to time determine.
ARTICLE IV - MEMBERSHIP
Section 1. Members and Emeritus Members.
a. Members. Any attorney is eligible to be a member who:
1. acts as counsel for an unified bar or a voluntary bar association, including state, county and local bars or bar associations;
2. acts as counsel for a committee of such bar or bar associations, or
3. serves on the staff of a national, state, territory, district, county or local agency whose duties involve disciplinary matters or matters related to lawyer ethics or the unauthorized practice of law shall be eligible for membership. Each such unified bar, bar association, or national, state, county or local agency that pays membership fees to the Corporation and for which a member acts or serves shall hereinafter be referred to as a "Disciplinary Authority."
b. Emeritus Member. An attorney is eligible to be an emeritus member who is a member who has retired from employment or service that qualified the attorney for membership in the Corporation and who is not engaged in the representation or participation in the defense of respondents in any attorney discipline system, including, but not limited to, participation as a consultant or expert witness.
Section 2. Enrollment of Members and Registration of Discipline Authorities and Affiliated Organizations. Anyone meeting the definition of member or associate member shall be enrolled as a member if the Discipline Authority or Affiliated Organization, when applicable, has applied for registration with the Corporation, been registered, and paid the applicable membership fees. Registration shall be accomplished in the form established by the Board of Directors.
Section 3. Membership Rights.
a. Members. Members shall have the rights and privileges assigned by these Bylaws and otherwise set by the Board of Directors.
b. Emeritus Members. Emeritus members shall have the rights and privileges assigned in these Bylaws and otherwise set by the Board of Directors, except that:
1. emeritus members shall not be eligible to serve as directors, officers or chairs of committees of the Corporation and shall not have the right to vote.
2. members and emeritus members shall have access to the members only section of the Corporation’s website.
3. only members, emeritus members, and other individuals specifically designated by the Board shall have access to any form of interactive online communication operated by or on behalf of the Corporation.
c. Affiliated Organizations. Affiliated Organizations are entities which are not Disciplinary Authorities, as defined herein, but have requested affiliation and have been determined to have purposes in common with the Corporation and designated as affiliated organizations by the Board.
Section 4. Membership Year. The membership year shall coincide with the fiscal year as defined elsewhere in these bylaws except that an initial membership may start on February 1 provided the applicant so specifies.
Section 5. Voting. Each member registered for the meeting and in attendance at the time of any vote shall be entitled to one vote. Proxy votes are only permitted as provided elsewhere in these bylaws.
Section 6. Membership List. The Secretary shall maintain a list of the names and addresses of all current members and emeritus members, including where applicable the name of their Disciplinary Authority.
ARTICLE V - MEMBERSHIP MEETINGS
Section 1. Annual and Midyear Meetings. The Corporation shall have an Annual Meeting and a Midyear Meeting at a time and place and with a meeting registration fee fixed by the Board of Directors. The Secretary of the Corporation shall be required to give notice of the time, place and meeting registration fee of the Annual and Midyear Meetings to each member at least thirty (30) days prior to each meeting. The Annual and Midyear Meetings of the Corporation shall be held to the extent feasible at the same general location and time as the Annual and Midyear Meetings of the American Bar Association.
Section 2. Special Meetings. Any four (4) Directors may call a Special Meeting of the members at any time by directing the Secretary to give notice of the time and place of such meeting, as well as the purpose of such meeting and the subjects to be considered, to the members at least fourteen (14) days in advance of such Special Meeting.
Section 3. Quorum. The presence of at least ten percent (10%) of the members registered to attend any meeting of the Corporation shall constitute a quorum for any business conducted at that meeting.
Section 4. Access to Business Meetings. The membership may by majority vote of those present at a meeting close any session at any meeting to persons not members or emeritus members.
Section 5. Parliamentary Procedure. Robert's Rules of Order Newly Revised shall govern the conduct of business at meetings of the Corporation.
Section 6. Business Meeting Agenda. An agenda listing all policy matters for consideration during the business portion of each regularly scheduled meeting of the Corporation shall be prepared. Notice of the agenda shall be given to the membership and posted on the website at least thirty (30) days before the meeting. The agenda may be amended by a three-fourths vote of the members present at a business meeting.
Section 7. Proxy Voting. Proxy voting by members registered for and in attendance at annual or midyear meeting shall be allowed at business meetings of the Corporation. Proxies shall set forth the name and jurisdiction of the member granting the proxy and the statement of that member indicating that the member will not be present during the business meeting and identifying the member to whom the proxy is granted. The proxy shall be signed by the member granting the proxy and lodged with the Secretary, preferably prior to the start of the business meeting, but in no event later than the call of the vote. After a member lodges a proxy the Secretary shall determine the authenticity of the proxy, and if authenticated, note the fact of the proxy in the minutes of the meeting. The Secretary shall report the number of proxies authenticated to the presiding officer prior to the call of the vote.
ARTICLE VI - ANNUAL MEMBERSHIP FEES
Section 1. Annual Membership Fees. Annual membership fees shall be paid as determined by the Board of Directors and published in the budget for each fiscal year. Annual membership fees shall be due and payable on the first day of the Corporation's fiscal year. However, in the case of a person whose membership commences on February 1 of a year, the membership fees for that initial membership year shall be equal to one-half the annual dues fees assessment and shall be immediately due and payable upon commencement of membership.
Section 2. Determination of Annual Membership Fees. The Board of Directors shall determine the membership fees. The manner in which the Board of Directors may exercise its authority in this regard shall be published in the fiscal policies of the Corporation.
Section 3. Termination and Reinstatement of Membership. Any member or associate member who is in arrears for payment of annual membership fees for six months shall cease to be member or emeritus member of the Corporation. A former member or former emeritus member may return to membership by payment of the current year's annual membership fees.
Section 4. Other Receipts. The Board of Directors is authorized and empowered on behalf of the Corporation to receive, by devise, bequest, donation, or otherwise, either real or personal property; to hold the same absolutely or in trust; to invest, reinvest, and manage the same; and to apply said property and the income arising therefrom to the purposes of the Corporation.
Section 5. Fiscal Year. The fiscal year of the Corporation shall commence on September 1 of each year.
ARTICLE VII - OFFICERS
Section 1. Officers. The officers of the Corporation shall be a President, a President-Elect, a Secretary and a Treasurer.
Section 2. Duties. The duties of the officers shall be as usually pertain to the offices they hold and any other duties as may be delegated by the Board of Directors or as prescribed in the Bylaws. The President of the Corporation shall preside at all meetings of the Corporation and the Board of Directors. The President shall be the official spokesperson for the Corporation. The President-Elect shall perform such duties in the event the President is unable to do so.
Section 3. Term. The officers of the Corporation shall take office at the close of the Annual Meeting at which the officers are elected and shall hold office for one year or until their successors qualify. Officers may succeed themselves in office, except as prevented by the operation of these Bylaws.
Section 4. Election of Officers.
a. President. The President-Elect shall succeed to the office of the President upon vacancy in the office of the President or at the expiration of the President's term of office, whichever is earlier.
b. President-Elect, Secretary and Treasurer. The Nominating Committee shall submit to the Secretary, two months prior to the Annual Meeting, the names of willing candidates for the offices of the President-Elect, Secretary, and Treasurer.
c. Nominations by Membership. In addition to the candidates selected by the Nominating Committee, members and emeritus members may place in nomination the names of members who are willing to be added as candidates for the offices of President-Elect, Secretary and Treasurer by a motion duly made and seconded at the Annual Meeting.
d. Notice to Membership. The Secretary shall cause a notice the names of all candidates submitted by the Nominating Committee to be given to all members and published on the Corporation's web site at least one month prior to the Annual Meeting.
e. Vote; Proxy; Form; Order of Election; Majority Required.
1. Votes. Each member registered and attending the Annual Meeting shall be authorized to vote in elections held under the authority of this Article.
2. Proxy Votes. Proxy votes of members registered to attend and in attendance at the Annual Meeting are allowed in elections held under the authority of the Article, but must be written, identify the office to which the proxy relates, the member to whom the proxy is issued, and contain the original signature of the member issuing the proxy. All proxy votes must be filed with the Secretary prior to the vote to which the proxy relates. The Secretary or designee shall authenticate proxies and report same to the President. Prior to the vote the President shall announce to the membership the number of authenticated proxy votes and how many may be exercised by which members.
3. Form of Vote. Voting shall be by voice in any uncontested election. Voting in a contested election shall be by written ballot.
4. Order of Elections. Election of officers shall be in the order of President-Elect, Treasurer, and Secretary.
5. Majority Required. A majority of the votes, including proxy votes, authorized to be cast by those present at a meeting at which a quorum is present shall be necessary to elect an officer. In the event there are more than two candidates for an office and no one candidate receives a majority vote, the candidate receiving the fewest votes shall be dropped from the ballot, and a new vote shall be taken. This procedure shall be repeated until one candidate receives a majority of the votes.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. General. Except for those matters expressly reserved to the members by statute, the Articles of Incorporation or these Bylaws, the business and affairs of the Corporation shall be managed by a Board of Directors to be elected by the members in the manner provided in this article. The Board of Directors may, at any business meeting, submit unresolved or controversial questions to the voting membership.
Section 2. Constituency, Term and Election.
a. Constituency. The Board of Directors shall be comprised of the President, President-Elect, Secretary, Treasurer, Immediate Past President, ABA Delegate, and two At-Large Directors, each of whom must be a member of the Corporation.
1. Officers and ABA Delegate. An officer's and ABA Delegate's term as director shall coincide with the officer's and delegate's term for such office or position.
2. Immediate Past President. The Immediate Past President's term as director shall commence at the end of the person's term in office as President and shall continue until the end of the term of the current President.
3. At-Large Directors. The two At-Large Directors shall be elected for two year terms with the terms being staggered. Nomination and election of At-Large Directors shall be conducted in the same manner as for nomination and election of officers.
c. Term Limits. There shall be no term limits.
Section 3. Voting. Each board member shall have one vote and, unless otherwise required by statute, the Articles of Incorporation or these Bylaws, the vote of a majority of the board members present at any meeting at which a quorum is present shall constitute the action of the board.
Section 4. Quorum. The presence of at least four of the board members shall constitute a quorum.
Section 5. Meetings. The Board of Directors shall meet at the Annual and Midyear Meetings of the Corporation. In addition, special meetings of the Board of Directors may be called at any time by the President. The board may meet by telephone conference or other electronic means.
Section 6. Powers and Duties. The Board of Directors shall manage and administer the Corporation, may adopt written policies respecting authorized expenditures and shall have the power to allocate the funds of the Corporation to carry out the purposes of the Corporation. The written financial policies of the Corporation shall be general, and are not intended to detail or limit the payment of day-to-day operating expenses of the Corporation.
ARTICLE IX - ABA DELEGATE
Section 1. Authorization and Election. The Corporation is hereby authorized to designate one of its members as the Corporation's delegate to the ABA. The nomination and election of this delegate shall be made in the same manner as for election of officers of the Corporation. The ABA Delegate shall be a member of the ABA.
Section 2. Term. The term of the position of ABA delegate (2) years. There shall be no term limits.
ARTICLE X - VACANCIES
Section 1. Office of President. Any vacancy in the office of the President shall be filled automatically by the President-Elect.
Section 2. Office of President-Elect. Any vacancy in the office of the President-Elect shall be filled by vote at the Annual Meeting following such vacancy in the same manner as provided for election of other officers.
Section 3. Other Officers or Board Members. Any vacancy that may occur for any reason in the offices of Secretary, Treasurer, ABA delegate, or At-Large Director shall be filled by an appointment by the President. A vacancy in the office of Immediate Past President shall not be filled.
Section 4. Disability. In the event that a board member is no longer able to effectively perform the ordinary and necessary functions associated with that position or elected or appointed office, as determined by a two-thirds or greater majority of the other directors, said director shall be notified by the President or, if the President is deemed incapacitated, by the President-Elect, that said director has been removed from office. The vacancy shall thereafter be filled as set forth in this article.
ARTICLE XI - MAIL, ELECTRONIC MAIL OR FACSIMILE VOTE OR NOTICE
Section 1. Vote. Whenever, in the judgment of the Board of Directors, any question shall arise that should be put to a vote of the membership and when the board deems it inexpedient to call a Special Meeting for such purpose, the board may, unless otherwise required by statute, the Articles of Incorporation or these Bylaws, publish the issue on the Corporation's web site and submit such matter by mail, electronic mail, or facsimile for vote and decision, and the question thus presented shall be determined according to a simple majority (or a higher percentage if required by statute, the Articles of Incorporation or these Bylaws) of the votes received within two (2) weeks after such submission for vote
Section 2. Notice. Unless otherwise required by statute or the Articles of Incorporation, any reference contained in these Bylaws to giving notice to the membership may be satisfied by mailing, electronic mail, facsimile, posting to a web site, or any other electronic means that is calculated to give effective, timely, and inexpensive notice of the information to the membership.
ARTICLE XII - COMMITTEES
Section 1. In General. The President shall have the power to appoint any committees that may be necessary for the proper conduct of the business of the Corporation and shall fill all committee vacancies.
Section 2. Standing Committees. The following standing committees are hereby created:
· Budget Committee
· Membership Committee
· Nominating Committee
· Planning and Administration Committee
· Program Committee
· Resolutions Committee
· Website and Publications Committee
Appointments to the standing committees shall be made by the President-Elect at the Annual Meeting immediately prior to installation as President. Appointees of standing committees shall continue in such capacity upon failure of the succeeding President-Elect to make appointments as provided herein.
a. Budget Committee. The Treasurer and such members or emeritus members as may be appointed shall constitute the budget committee. This committee shall receive requests for funding, prepare an annual budget, submit the annual budget to the Board of Directors, and administer the financial policies of the Corporation as may be assigned by the Board of Directors.
b. Membership Committee. The Secretary and such other members or emeritus members as are appointed shall constitute the Membership Committee. This committee shall make recommendations to the Board of Directors concerning approval of registration of Discipline Authorities, Affiliated Organizations, and enrollment of all prospective members and emeritus members of the Corporation and be responsible for all recruitment and similar ancillary duties.
c. Nominating Committee. The Immediate Past President and at least two additional members shall constitute the Nominating Committee. This committee shall perform those necessary functions associated with the election of officers and board of directors as provided in these Bylaws.
d. Planning and Administration Committee. Such members or emeritus members as are appointed shall constitute the Planning and Administration Committee. This committee shall assist the Board of Directors in development of long range plans and matters relating to the administration of the Corporation.
e. Program Committee. The President-Elect and such other members or emeritus members as are appointed shall constitute the program committee. The program committee shall prepare agendas and organize activities for the meetings of the Corporation. The Committee should utilize a flexible long-range plan insofar as practicable. The committee's semi-annual report to the membership should include a list of proposed program topics for the next annual and mid-year meeting, which are subject to change as circumstances may require.
f. Resolutions Committee. Such members or emeritus members as are appointed shall constitute the resolutions committee. This committee shall review the text of any resolutions intended for presentation to the members, monitor and report on proposals to the ABA House of Delegates and other entities that may affect the Corporation's policy or require a new policy statement, and draft and present all resolutions in honor of significant achievement associated with the Corporation's efforts.
g. Website and Publications Committee. Such members or emeritus members as are appointed shall constitute the website and publications committee. This committee shall organize and coordinate all aspects of external publication of surveys, reports, guidelines and other materials.
ARTICLE XIII INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who serve at its request as directors, officers or trustees of another organization, or in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the director or officer may be involved or with which the director or officer may be threatened, while in office or thereafter, by reason of being or having been such a director or officer, except with respect to any matter as to which the director or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the director's or officer's action was in the best interest of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors and officers then in office; or (b) by a majority of the disinterested directors and officers then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the Corporation. Expenses, including counsel fees, reasonably incurred by any director or officer in connection with the defense or disposition of any such action, suit or other proceeding shall be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized under this section. If in an action, suit or proceeding brought by or in the right of the Corporation, a director or officer of the Corporation is held not liable for monetary damages that director or officer shall be deemed to have met the standard of conduct set forth above and to be entitled to indemnification for expenses reasonably incurred in the defense of such action, suit or proceeding. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this section, the terms "director" and "officer" include the relevant individual's heirs, executors and administrators, and an "interested" director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this section shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
ARTICLE XIV - REPRESENTATION OF CORPORATION
Section 1. Representation. No member of the Corporation shall express as policy of the Corporation matters that have not been determined by action or resolutions voted upon by the membership or Board of Directors.
Section 2. Personal Views of Members. Any member who, when making a public utterance, permits himself or herself to be identified as an officer or director, member or emeritus member of the Corporation shall clearly identify, as personal or otherwise, any views at variance with policy of the Corporation known to that member.
ARTICLE XV - INSIGNIA
The Corporation may have an insignia or corporate seal of such design as the Board of Directors may adopt.
ARTICLE XVI - PUBLICATION
Section 1. In General. The Board of Directors shall authorize publications that in the judgment of the Board of Directors are consistent with the purposes of the Corporation.
Section 2. Copyright. The Corporation may retain the copyright for the original and any renewal term thereof in any writing of an author whose work is submitted to and published by the Corporation.
Section 3. Subscriptions. Publications of the Corporation shall be made available to all members and emeritus members not in arrears in the payment of annual membership fees. Subscription rates for the Corporation's periodical and non-periodical publications shall be fixed by the Board of Directors.
ARTICLE XVII -AMENDMENTS TO THE BYLAWS
Section 1. Petition for Amendment. Any petition for amendment of these Bylaws and the reasons therefor shall be submitted in writing to the Board of Directors through the Secretary over the signatures of not fewer than three members, which members may include members of the Board of Directors.
Section 2. Consideration by Board of Directors. Each petition for amendment shall be considered for the first time at the first meeting of the Board of Directors following receipt of the petition by the Secretary.
Section 3. Ratification by Membership. If the petition receives the vote of the majority of the Board of Directors, it shall be presented to the membership for ratification in accordance with Section 5. A simple majority of the votes entitled to be cast by the membership shall be required for approval of the petition.
Section 4. Rejection of Petition. If a petition is not approved by the Board of Directors, this fact shall be made known to the membership not less than sixty days prior to the next regular meeting of the Corporation. A two-thirds vote of the membership attending the next regular meeting of the Corporation may bring the petition not approved by the Board of Directors to a vote at that meeting.
Section 5. Notice and Waiver of Notice. A copy of the proposed amendments to the bylaws shall be posted on the Corporation's website and otherwise made known to the membership at least sixty (60) days before the meeting at which the amendments are presented for ratification by the membership. The notice provisions contained in this Article may be waived by a three-quarter vote of the membership at any regular meeting of the Corporation.
ARTICLE XVIII - AMENDMENTS TO THE ARTICLES OF INCORPORATION
Section 1. Resolution. Upon written request of three or more members of the Corporation, a majority vote of a committee of the Corporation, or a majority vote of the Board of Directors, the Board of Directors may adopt a resolution setting forth the proposed amendment to the Articles of Incorporation, and directing that it the resolution be submitted to a vote at a meeting of the members
Section 2. Notice. The Secretary shall give notice setting forth the proposed amendment or a summary of the change to be effected thereby to each member within the time and in the manner provided in these Bylaws.
Section 3. Adoption. The proposed amendment, or the Board of Director's decision not to recommend an amendment, shall be submitted to the membership at the Annual, Midyear or Special Meeting of the Corporation. An affirmative vote of at least two-thirds of the members present and authorized to vote is required to approve the amendment.
ARTICLE XIX - ENDORSEMENT
The name of the Corporation may not be used in any way that is not approved by the board of directors.
ARTICLE XX - DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all assets of the Corporation exclusively to such organization or organizations organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors may determine and as may be required by law.