About the Women's Bar Association of Illinois
Bylaws
Bylaws of the Women's Bar Association of Illinois
(revised September 2005)
Name
The name of this Association shall be the WOMEN’S BAR ASSOCIATION OF ILLINOIS (“WBAI”).
Purpose
The purposes of this Association are to promote and foster, advance and protect the interests and welfare of women lawyers; to encourage a spirit of friendship and mutual helpfulness among its members; to aid in the enactment of legislation for the common good, and in the administration of justice; and to promote and protect the interests and rights of women.
Membership; Membership Categories; Dues
Membership in General. Any lawyer who is a member in good standing of any State Bar within the United States and who supports the purposes of the Association shall be eligible for membership in the Association and may become a member by submitting an application and paying the requisite dues as set by the Board. Members who are licensed in the State of Illinois shall have all the rights and privileges of this Association, including the right to vote, and shall be eligible to serve in any office and on any Committee, except as otherwise provided in these Bylaws. Members not licensed in the State of Illinois shall have all the rights and privileges of this Association, including the right to vote, but shall not be eligible to serve as a board member or officer. Any member who is suspended or disbarred from the practice of law in any jurisdiction shall no longer be eligible for membership.
Life Membership. Life membership is automatically given to those members who have been in good standing in the Association continuously for forty (40) years. Life membership may also be granted by the Board to a member in good standing in the Association continuously for fifteen (15) years who applies for life membership and who makes a one-time payment of ten (10) times the then-annual dues, as set by the Board. Individuals qualified to be life members may, at their election, be exempt from payment of further Association dues.
Law Student Membership. Any law student who is enrolled in an accredited law school is eligible for student membership. Student members are ineligible to serve on the Public Office Committee or as an officer or director of the Association.
Affiliate Membership. The Board may create and establish criteria for affiliate memberships or may affiliate with other organizations, upon approval of a vote of a majority of the Board at a meeting of the Board designated for such purpose.
Honorary Membership. The Board may create and establish by majority vote of the Board, criteria for honorary memberships.
Membership Year. The membership year shall coincide with the Association’s fiscal year which is July 1st to June 30th. The Board shall determine the dues structure and time(s) of payment.
Membership in Good Standing. A member who fails to pay annual dues by March 1st of the fiscal year (drop date) shall no longer be a member in good standing and her name shall be dropped from the Association’s roster of members.
Election of Officers and Directors
Officers and Directors. The Officers of the Association shall be President, First Vice-President, who shall also be the President Elect, Second Vice-President, Treasurer, Financial Secretary, Corresponding Secretary, and Recording Secretary. They, together with eleven (11) directors, shall constitute the Board. No person may be an officer or a director unless she has been a member in good standing of the Association for three (3) consecutive years and has been a member of the bar of the State of Illinois for three (3) consecutive years.
Election of Officers and Directors. The officers and directors, other than President, First Vice President and Ex-officio directors, shall be elected by the Nominating Committee by a plurality of the votes cast and shall hold office, except as hereinafter provided, until their successors are elected and qualified. The First Vice President, upon expiration of her term as First Vice President, shall automatically become President of the Association. The Second Vice President, upon expiration of her term as Second Vice President, shall automatically become First Vice President. The term of all officers shall be one (1) year. The term of all directors shall be two (2) years, with four (4) directors elected annually unless additional directors must be elected to fill an unexpired term or unless a director is serving Ex-officio, in which case the term shall be one year. The immediate past president shall serve Ex-officio as a director.
Nominating Committee. The Nominating Committee, constituted annually, shall consist of eleven (11) members in good standing, for at least three (3) consecutive years. Two of the eleven (11) shall be the most immediate past presidents who are able to serve; two of the eleven (11) shall be the current First Vice President and Second Vice President; seven (7) shall be elected by a plurality vote at a regularly scheduled membership meeting no later than March, from nominations made from the floor by members in good standing. The seven (7) nominees receiving the greatest number of votes shall be elected. At the time of the election, the President shall announce the date of the first meeting of the Nominating Committee. The Nominating Committee shall elect its own Chair and Secretary.
Timing of Election of Officers and Directors. It shall be the duty of the Nominating Committee to elect one slate of candidates for officers and directors. This election shall be completed by the Nominating Committee at least one (1) month prior to the Annual Meeting.
Voting. Voting at all elections shall be in person and not by proxy absent exigent circumstances. If, however, after the closing of nominations, it shall appear that only one person has been nominated for an office or offices, then the presiding officer of the Nominating Committee shall instruct the Secretary of that Committee to cast a unanimous ballot for the nominee or nominees for said office or offices respectively.
Duties of Officers and Board; Vacancies
President. The President shall be the Executive Officer and the official public spokesperson of the Association; shall preside at all meetings of the Association and Board; shall timely appoint all standing committees; and shall perform such other duties as usually pertain to such office. She shall be ex-officio a member of all committees, except the Nominating Committee. At the expiration of her term she shall make a written report concerning the activities of the Association and may make such recommendations as she may deem proper.
First Vice President. The First Vice President, in the absence or inability or resignation of the President, shall perform the duties of the President, and such performance shall not affect her right to succeed to the office of President for a full year’s term. The First Vice President also shall serve as Chairperson of the Hooton Committee and shall perform all other duties as may be required by the Board and such other duties as usually pertain to her office.
Second Vice President. The Second Vice President, in the absence of both the President and First Vice President, shall perform the duties of the President, and such performance shall not affect her right to succeed to the office of First Vice President for a full year’s term. The Second Vice President also shall serve as Chairperson of the Membership Committee and shall perform all other duties as may be required by the Board and such other duties as usually pertain to her office.
Recording Secretary. The Recording Secretary shall keep accurate records of all proceedings of this Association; shall notify all members of meetings; shall be keeper of the records and seal of this Association; and shall perform all other duties as may be required by the Board and such other duties as usually pertain to her office.
Corresponding Secretary. The Corresponding Secretary shall conduct the Association’s correspondence; superintend the publication and circulation of all newsletters and the WBAI website, under the direction of the Board; shall keep or cause to be kept an accurate record of all members and their addresses; and shall perform all other duties as may be required by the Board and such other duties as usually pertain to her office.
Financial Secretary. The Financial Secretary shall serve as Chairperson of the Budget Committee. She shall assist the Treasurer in the performance of her duties. She shall serve on the Membership Committee and shall supervise and record the collection of all membership dues and shall give monthly membership reports to the Boards. She or her designee also shall attend all Chicago Bar Association (“CBA”) condominium association board meetings and report back to the Board on the status of the Board activities, assessments and fee issues.
Treasurer. The Treasurer shall receive, collect and prepare receipts for all monies due the Association and be the custodian of all funds. She shall make all disbursements under the direction of the Board. She shall prepare an Annual Report at the close of the fiscal year and submit it to the Board and the Budget Committee. A copy of such report shall be mailed to the membership within 30 days following its submission. When required by the Board, the Treasurer shall submit reports as to the current status of funds at meetings of the Association or Board.
Women’s Bar Foundation Directors. Two WBAI board members shall serve as ex-officio directors of the Women’s Bar Foundation (“WBF”), and shall report on the activities of the WBF to the WBAI Board. The ex-officio directors shall serve for two years, with staggered terms, and shall be appointed by the President of the WBAI.
Quorum for Board Action. The Board shall determine the policies and conduct the regular business of the Association consistent with the Board’s purposes. A quorum of the Board shall be one-half (1/2) of its official membership rounded to the next highest number. A majority of the quorum shall be required to take action. Special meetings shall be held upon written request of three members of the Board or may be called by the President.
Officer and Director Vacancies. Any vacancies occurring in an elective office other than that of President or First Vice President shall be filled by an appointment by the President with the concurrence of the Board, for the remainder of that office’s term. The First Vice President shall become President if the vacancy is in the office of President. If the office of First Vice President is vacant, the Second Vice President shall become President. If a vacancy occurs in the office of Second Vice President and more than six (6) months remain in her term, a special election shall be held in substantial accordance with the procedures established in these Bylaws for the regular election of officers and directors. If less than six (6) months remain in the term of Second Vice President, the appointment to fill the remaining term as provided herein shall not confer upon such appointee the right to automatic succession to the position of First Vice President.
Committees
Members and Chairs of the following Standing Committees shall be appointed yearly by the President following the Annual Meeting.
Budget Committee. The Budget Committee, consisting of not less than five (5) members, including the First Vice President, the Treasurer, and the Financial Secretary, shall submit its proposed budget to the Board no later than September 1st. The Committee shall propose methods for funding the budget and shall advise the Board on investments. After the Board has approved the budget, it shall be published in the Newsletter. The Committee shall report to the Board in January and May on any variations from the budget.
Bylaws Committee. The Bylaws Committee, consisting of not less than three (3) members, shall review the Bylaws of the Association and shall receive proposed changes in the Bylaws from members. The Committee shall have the authority to clarify proposed Bylaws and to combine similar proposed Bylaws. The Committee shall report all proposed Bylaws and the Committee’s recommendations to the Board.
Membership Committee. The Membership Committee, consisting of not less than seven (7) members, shall encourage and review applications for membership and develop plans for continued membership growth.
Public Office Committee. The Public Office Committee, consisting of at least fifteen (15) members, shall consider and make recommendations to the Board for the evaluation by the Association of candidates for any public office, elective or appointive. Judges shall not be eligible to be members of the Committee. The rules and scope of the Committee shall be in writing and approved by the Board and shall be available to the membership.
The President shall appoint Special Committees, as necessary.
Meetings
Annual Meeting. There shall be an Annual Meeting for the installation of officers and directors. The Annual meeting shall be held between June 1st and June 15th. Written notice of the date, time and place of the Annual Meeting, along with a list of elected officers and directors to be installed, shall be postmarked no later than ten (10) days before the Annual Meeting.
Monthly Meeting Required. For each Association year following the Annual Meeting, the Board shall meet at least monthly from August through and including May, which shall be the last meeting of the retiring officers and directors. The President shall designate the hour and place of such Board meetings, except that the meetings shall occur no later than the last Thursday of the month.
Special Meetings. Special meetings may be held upon written request of three (3) members of the Board, or upon written request of five (5) members of the Association. The Secretary shall give all members full five (5)-day written notice of such special meeting designating the date, time, place, and the purpose of such special meeting.
General Membership Meetings. There shall be at least four (4) meetings for the general membership each year. The membership meetings shall be scheduled by the President, with the concurrence of the Board. Notice of all membership meetings shall be mailed, or alternatively sent electronically, to the members of the Association no later than ten (10) days before the meeting. Twenty (20) members shall constitute a quorum at any general membership meeting and fifteen (15) members shall constitute a quorum at any special meeting.
The Mary Heftel Hooton Memorial Fund Committee
Hooton Fund. The WBAI has created the Mary Heftel Hooton Memorial Fund (“Hooton Fund”). The purpose of the Hooton Fund is to establish and maintain a permanent home for the WBAI consistent with the written bequest of the Mary Hertel Hooton Last Will and Testament.
Administration of Hooton Fund. The Hooton Fund shall be administered as follows:
The Hooton Fund shall be maintained permanently.
Expenditures from the Hooton Fund for purchasing, leasing or mortgaging of real property shall be governed by Section 5(b) herein.
The Hooton Fund’s principal and income shall be used for the establishment, maintenance and administration of a permanent home and for payment of all related costs associated with these activities. Such costs, however, shall be subject to the WBAI Board’s approval if they are in excess of $500.00.
The assets of the Hooton Fund shall at all times be segregated from all other WBAI accounts or assets. The Hooton Fund’s principal or income may not be used for payment of WBAI’s operating expenses. Such funds may not be transferred to the general operating fund of the WBAI.
Standing Committee Required. The Hooton Fund shall be administered by a standing committee consisting of nine (9) WBAI members in good standing:
Members of the Standing Committee. The members of the standing committee shall consist of the First Vice President, who shall serve as the Chairperson; Second Vice President; the Treasurer; the Financial Secretary; two (2) Past Presidents, recommended by the Past Presidents’ Council and approved by the Board; and three (3) members from the general membership who have been members in good standing of the WBAI for at least three (3) years and who are not Board members and who shall be appointed by the President.
Term of the Standing Committee. The term of the standing committee offices shall be as follows:
The Past Presidents shall serve three (3) year terms. However, the first term of one Past President shall be for two (2) years, the other shall serve a three (3) year term.
The three general members shall serve for three (3) year terms. Initially, the President shall appoint one (1) general member to a one (1) year term, one (1) general member to a two (2) year term and the third to a three (3) year term.
The Vice Presidents, Treasurer, and Financial Secretary shall serve on the Hooton Fund Committee during their respective terms in the named offices. The individual may continue to serve should she be elected to or appointed to another named office, or becomes appointed as a Past President Member.
Past Presidents and general members appointed to the Hooton Fund Committee shall be limited to two successive three (3) year terms. General members shall become ineligible to serve should they be elected to the Board unless they are serving in one of the specifically designated offices.
Committee Meetings. The Hooton Fund committee shall meet at least four (4) times a year and shall make quarterly reports to both the Board and the general membership. These reports shall summarize all activities of the Hooton Fund committee. The Hooton Fund committee shall also submit a written annual financial report of the Hooton Fund to the Board and the general membership.
Committee Responsibilities. The Hooton Fund committee shall have the following duties, responsibilities and functions:
Administer the Hooton Fund according to the terms set forth in these Bylaws; receive and deposit into the Hooton Fund and administer any additional donations, legacies, bequests or gifts which may be made to the Hooton Fund or to the WBAI for the purpose of establishing or maintaining a permanent home.
Raise additional funds for the establishment and maintenance of a permanent home. All fund raising proposals must be submitted to the Board for approval.
Research and invest consistent with either written investment policies of the WBAI and/or with the standards of the Illinois Trusts and Trustees Act.
Research and recommend the purchase, sale, rental, lease or mortgage of real property to the Board for approval. Subsequent to such Board approval, the recommendation shall be submitted in writing for a vote of the membership fifteen (15) days in advance of either a general or special meeting. The membership must approve any such recommendation by a 2/3 vote of the members present.
The Committee may establish rules subject to Board approval. The rules shall remain in effect until changed by the Board. The rules shall be available to the membership.
Any person with signature power over monies in the Hooton Fund shall be bonded and fees and costs for bonding shall be paid from the Hooton Fund.
The WBAI Political Action Committee
PAC in General. The WBAI has created a Political Action Committee (“PAC”) known as WILPOWER, the Power of Women in the Law.
Independence of PAC. The WBAI PAC is an independent and autonomous non-profit organization which is not affiliated with any political party,
Administration of PAC. This PAC shall be administered by a Board of Trustees in accordance with the purposes and obligations set forth in the Bylaws of the WBAI PAC. Appointments to the Board of Trustees shall be made by the President of the WBAI as set forth in the Bylaws of the WBAI PAC.
Amendments or Repeal of PAC. Amendments to or repeal of the Bylaws for the WBAI PAC shall be made and adopted by the PAC Board of Trustees with ratification by the Board of the WBAI.
Amendment of Bylaws
Amendments to the Bylaws. Amendments to these Bylaws may be proposed by the Bylaws Committee or by the WBAI Board.
Adoption of Amendment to the Bylaws. Proposed amendments to these Bylaws may be adopted at a meeting of the general membership of the Association by 2/3 vote of those present and voting provided that:
The proposed amendments were submitted to the WBAI Board for its recommendation at least 30 days in advance of their adoption.
The proposed amendments have been mailed to all members of the Association and postmarked no less than ten 10 days before the meeting.
Non-Liability
To the extent permitted by law, the Association, its officers, directors and committee chairpersons shall not be liable to its members for acts or omissions to act or any statement or any omissions or errors therein published or circulated by the Association or by its officers, directors, or chairpersons acting in said capacities.
Miscellaneous
These Bylaws shall be liberally construed.
These Bylaws shall take effect immediately upon their adoption by the Association.
These Bylaws supersede and replace all previous Bylaws as amended from time to time.
Wherever a feminine pronoun is used, a masculine pronoun may be substituted and vice versa.
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern this Association in all cases to which they are applicable and in which they are consistent with these Bylaws.
Whenever notice of meetings is required under these Bylaws, such notice may be given by electronic mail or facsimile transmission in lieu of ma
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