|Article Three||Membership; Membership Categories; Dues|
|Article Four||Election of Officers and Directors|
|Article Five||Duties of Officers and Board; Vacancies|
|Article Eight||The Mary Heftel Hooton Memorial Fund Committee|
|Article Nine||Amendment of Bylaws|
|Article Ten||Non-Liability and Indemnification|
|Article Eleven||Interested Board of Directors and Officers|
|Article Thirteen||Conflicts of Interest|
|Article Fourteen||Confidentiality and Non-Disclosure Policy|
(Approved by Board March 26, 2019)
The name of this Association shall be the WOMEN ‘S BAR ASSOCIATlON OF ILLINOIS (sometimes referred to herein as “WBAI”).
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 legislat ion 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
Section 1: Lawyer Membership in General. Any lawyer who is a member in good standing of any State (or the District of Columbia) Bar withi n the United States and who supports the purposes of the Association shall be el igible for “Lawyer Membership” in the Association and may become a “Lawyer Member” by submitting an application and paying the requisite dues as set by the Board of Directors (“Board”). Lawyer 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. Lawyer Members licensed only in the District of Columbia or a jurisdiction(s) outside of 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 or serve on the Nominating Committee. Any member who is suspended or disbarred from the. practice of law in any jurisdiction by any administering or governing body with such authority shall no longer be eligible for any category of membership.
Section 2: Lifetime Membership. Lifetime membership is automatically granted to those members who have been in good standing in the Association for forty (40) continuous years. “Lifetime Membership” is also automatically granted to a Lawyer Member in good standing in the Association for fifteen (15) continuous years who applies for Lifetime Membership and who makes a one-time, non-refundable payment of ten (I0) times the then-annual dues, as set by the Board. Individuals granted Lifetime Membership will be exempt from payment of further Association dues, but may pay them voluntarily.
Section 3: Law Student Membership. Any person who is not eligible for Lawyer Membership but is a law student who is enrolled in an accredited law school is eligible for “Law Student Membership.” “Law Student Members” shall not have the right to vote or nominate. Additionally, Law Student Members are ineligible to serve on the Judicial Evaluation Committee, the Nominating Committee or the Hooten Committee , or as an Officer or Director of the Association, but may serve on other committees. Dues for Law Student Members shall be assessed only if, as and in such amounts as the Board may determine from time to time.
Section 4: Affiliate Membership. The Board may create and establish criteria, subject to the limitations of Section 8 of this Article Three, for “Affiliate Memberships.” Any non-lawyer who supports the purposes of the Association shall be eligible for “Affiliate Membership” in the Association and may become an “Affiliate Member” by submitting an application and paying the requisite sued as set by the Board of Directors (“Board”). Affiliate Members shall not have all the rights and privileges of this Association, including the right to vote, and shall not be eligible to serve in any office, except as otherwise provided in these Bylaws.
Section 5: Honorary Membership. The Board may create and establish criteria, subject to the limitations of Section 8 of this Article Three, for “Honorary Memberships,” upon approval of the Board at a regu lar meeting or any special meeting for which this matter has been included in the notice of meeting.. Honorary Members shall not be requi red to pay dues.
Section 6: 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 subject to Section 7 of this Article Three.
Section 7: Membership in Good Standing. A mem ber who fails to pay annual dues for the fiscal year shall no longer be a member in good standing. She may only be reinstated to good standing on payment of outstand ing dues for that fiscal year.
Section 8: Right to Vote. Only Lawyer Members and Lifetime Members shall have the right to vote. Any Lawyer Member or Lifetime Member no longer in good standing shall only be eligible to vote at any meeti ng of Members if she is otherwise eligible for membership pursuant to Article Three, Section l and she is reinstated to good standing by payment of outstandjng dues prior to such meet ing at which she seeks to vote. Except as specifical ly provided for in these Bylaws, Lawyer Members and Lifetime Members are shall only entitled lo vote only upon such matters as the Board may choose from time to time to grant them a vote.
Election of Officers and Directors
Section 1: Officers and Directors. The Officers of the Association shall consist of President, First Vice-President, who shall also be the President Elect, Second Vice-President, Treasurer, Financial Secretary, Correspond ing Secretary, and Recording Secretary, and shall be selected from among Lawyer Members or Lifetime Members who have served on the Board for a minimum of two consecutive years and are willing to serve. They, together with the Immediate Past President and ten (10) Directors elected by the Nominating Committee pursuant to Section 4 of this Article Four 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 IUinois for three (3) consecutive years. No person may hold more than one Ofiicer position at a time.
Section 2: Officers and Directors Election. The Officers and Directors, other than President, First Vice President and the Immediate Past President shall be elected annually by the Nominating Committee as set forth in Section 4 of this Article Four from Lawyer Members or Lifetime Members who are willi ng to serve, by a plurality of the votes cast and shall hold ofiice, 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 (l) year. The term of all Directors shall be two (2) years, with at least 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 tenn shall be one year. The Immediate Past President shall serve Ex-officio as a Director.
Section 3: Nominating Committee. The Nominating Committee, constituted annually, shall consist of eleven (l l) Lawyer or Lifetime Members who have been in good standing for at least three (3) consecutive years and shall serve unt i l the next Annual Meeting of Members and until their successors are duly elected and qualified. Two (2) of the eleven (11) Nom inating Committee Members shall be the most Immediate Past Presidents who are able to serve; and two (2) of the eleven (11) shall be the current First Vice President and Second Vice President; and the remaining seven (7) Nom inating Committee Members shall be elected from the Lawyer and/or Lifetime Membership (“At-Large Representatives”). The election of the At-Large Representatives shall be by a plurality vote at a regularly scheduled Annual Meeting of Members no later than March 31, from nominations made from the floor by Lawyer Members or Lifetime Members in good stand ing. The person receiving the next-greatest number of votes shall be elected as an alternate to the seven (7) At-Large Representatives. Voting at this Annual Meeting shall be in person and not by proxy. Following the election, the First Vice President (as President-Elect) shall announce the date of the first meeting of the Nominating Committee. The Nominating Committee shall elect its own Chair and Secretary. If by reason of resignation of At-Large Representatives, the number of members of the Nominating Committee shall ever be less than eight (8), either, as the Nominating Committee may determine, the Lawyer and Lifetime Members, at a Special Meeting of Mem bers of this Association, or the Nomi nating Committee at a Special of that committee, shall fi ll all vacancies in the Nominating Committee,. If the election is by the Nomi nating Committee, it shall be by action of a majority of the remaining members on the committee.
Section 4: Election of Officers and Directors. It shall be the duty of the Nominating Committee to elect Officers, other than the President and First Vice President, and to elect Directors to fill two (2)-year expiring terms and to fill any unexpi red terms resulting from a Director’s election to an Officer position. For the purposes of the Illinoi s General Not For Profit Corporation Act of 1986, as amended (the “Act”), the Nominat ing Committee shall be deemed a special class of mem bers havi ng such election right and authority. If, after the closing of nominations, i t shall appear that only one person has been nominated for any office, then the presidi ng Chair of the Nomi nati ng Committee shall instruct the Secretary of that Committee to cast a unanimous bal lot for the nominee for said office. Members of the Nominating Committee shall not be eligible to be elected as candidates for Officer or Director positions. The election of the Officers and Directors shall be completed by the Nominating Commi ttee at a meeting held no later than forty-five (45) days after the Annual Meet ing at which the Nominating Committee was elected, as set forth in Section 3 of this Article Four.
Duties of 0fficers and Board; Vacancies
Section 1: President. The President shall be the Executive Officer and the official public spokesperson of the Association, shall preside at all meetings of the Members of the Association and of the Board, and shall perform such other duties as usually pertain to such office. She shall be an Ex-officio member of all committees, except the Nominating Committee. At the meeting of the Nomi nati ng Commitlee, she shall make a report concerning the activities of the Association and may make such recommendations as she may deem proper.
Section 2: First Vice President. The First Vice President, in the absence or inability or resignation of the President, shat Iperform 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.
Section 3: 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. She shall supervise the collection of all sponsorship monies and membership dues and shall oversee the membership initiatives put forth by the Secretary of Membership. The Second Vice President also shall also perform all other duties as may be required by the Board and such other duties as usually pertain to her office.
Section 4: 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.
Section 5: Communications & Marketing Officer. The Communications & Marketing Officer shall conduct the Association’s communications, which includes oversight of the WBAI website, social media accounts, marketing and electronic communications; shall oversee, keep or cause to be kept an accurate record of all members and other persons designated to receive WBAI communications, and their addresses; and shall perform all other duties as may be required by the Board. The Commination’s & Marketing Officer shall be responsible for sending such notices as are required by these bylaws.
Section 6: Financial Secretary. The Financial Secretary shall serve as Chairperson of the Budget Committee. She shall prepare an annual report at the close of the fiscal year and submit it to the Board and the Budget Committee. 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 CBA condominium association board activities, assessments and fee issues. When required by the Board, the Financial Secretary shall submit reports as to the current status of funds at meetings of the Association or Board. She will work with the accountant and/or tax preparer retained by the Association to oversee the timely preparation and filing of all necessary federal and state tax returns and other tax documents.
Section 7: Secretary of Membership. The Secretary of Membership shall Chair the Membership Committee and develop membership events and initiatives to increase membership in the WBAI as well as engagement of current members in the organization. The Secretary of Membership shall oversee the annual membership renewal campaign and shall report on membership numbers at each board meeting.
Section 8: Women’ s Bar Foundation. Two WBAI board members appointed by the President of the WBAI shall, subject to the bylaws of the Women’s Bar Foundation (“WBF”), serve as directors of the WBF, for staggered terms of two years and shall report on the activities of the WBF to the WBAI Board.
Section 9: 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 for action by the Board shall be one-half (1/2) of the directors then in office rounded to the next highest number. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by these Bylaws to take action.
Section 10: Officer and Director Vacancies. Except as provided below, any vacancies occurring following the Nominating Committee elections for a fiscal year in an elective office, other than that of President or First Vice President, shall be filled by person nominated by the President and elected by the Board, for the remainder of that Officer or Director’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 First Vice President. If a vacancy occurs in the office of Second Vice President and more than six (6) months remain in her tenn, a special election to fill that vacancy shall be held by the Nominating Committee in substantial accordance with the procedures established in these Bylaws for the regular election of Officers and Directors, and she shall, upon completion of the remainder of the term, succeed to the position of First Vice President. 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.
Section 11: Removal of Officers or Directors. An Officer or Director may be removed only by the Nominating Committee. The Board of Directors may recommend such removal at a meeting, by a vote of three-fourths (3/4) of the Board then in office, provided that at least thirty days’ notice of a vote on removal of the named Officer or Director has been given the Board, including the name of Officer or Director sought to be removed and the grounds for removal, but the Nominating Committee may also act on any removal without Board Member Voting by the Nominating Committee on removal shall be in person and not by proxy. The Nominating Committee may remove an Officer or Director for the following grounds: ·
(a) If the Officer or Director becomes and remains a member not in good standing due to failure to pay current fiscal year dues after three (3) written warnings, or because she otherwise no longer meets the criteria for Lawyer Membership;
(b) For the Officer or Director’s failure to attend a majority of Board meetings in person or by Electronic Means (as defined in Article Twelve, Section 6) during a fiscal year; and/or
(c ) For good cause, meaning a criminal conviction or final disciplinary action by the Illinois Attorney Registration and Disciplinary Commission (ARDC), Ill inois Jud icial Inquiry Board (JIB), IJlinois Supreme Court or similar professional tribunal of another jurisdiction for conduct that subjects the Officer or Director to disbannent or suspension from the Bar of any State or the District of Columbia, dishonest or reckless conduct in breach of the Officer or Director’s fiduciary responsibilities with respect to hand ling of the financial affairs of the Association, or other conduct that the Board reasonably concludes has caused serious impairment of the Association ‘s The election of an Officer or Director will not, of itself, create contract rights preventing removal .
Section 1: Members and Chairs of the following committees (the “Standing Committees”) shall, except as provided in Article Eight, be appointed yearly by the Board of Directors following the Nominating Committee Meeting at which Officers and Directors are elected. Members of the Standing Committees may include Lawyer or Lifetime Members of the Association, but members of the Board of Directors must constitute a majority of each Standing Committee.
(a) Budget Committee. The Budget Committee, consisting of not less than five (5) members, which shall include the First Vice President, the Second Vice President, and the Financial Secretary as ex officio members, 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. The Committee shall report to the Board in January and May on any variations from the budget.
(b) Bylaws. 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.
(c ) Membership. The Membership Committee, consisting of not less than three (3) members, shall encourage and review applications for membership and develop plans for continued membership growth.
(d) Compensation and Review Committee. The Compensation and Review Committee will be comprised of the President, First Vice President, Second Vice President, and two other Board Members/Officers to be selected by the President annually. The Committee shall meet at least once annually to make a recommendation to the Board regarding each WBAI employees’ compensation package for the upcoming year. The President, or another member of the Committee, must keep any employee of the WBAI’s employment records, including personnel file and record of paid time off and sick time taken.
Section 2: Judicial Evaluation Committee. The Judicial Evaluation 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 Judicial Evaluation Committee shall be appointed by the President from the general membership of the Association and shall not be deemed a “committee” within the meaning of the Act.
Section 3: Special Committees and Groups. The Board shall appoint Special Committees and the Chairpersons of such Special Committees, as necessary. Either the Board or the President may also appoint dinner, fundraising, working or advisory groups from the general membersh ip of the Association, which may be titled as committees but shall not be deemed “committees”withi n the meani ng of the Act.
Section 1: Annual Meeting. There shall be an Annual Meeting of the Membership to elect the Nominating Committee as set forth in Article Four, Section 3. Written notice of the date, time and place of the Annual Meeting of the Membership shall be postmarked or sent electronically, pursuant to Article Twelve, Section 6, no later than ten (10) days before the Annual Meeting.
Section 2: Nominating Committee Meetings. There shall be a regular annual meeting of the Nomi nating Committee held within forty-five (45) days after the Annual Meeting of Members at which the Nominating Committee is elected. This meeting shall be called by the First Vice President (as President Elect) immediately following the election of the Nominating Committee. Any special meetings of the Nominating Committee for filling vacancies or removing Officers or Directors shall be called by its Chair. Written notice of the date, time and place of any special Nominating Committee Meeting shall be postmarked or sent electronically, pursuant to Article Twelve, Section 6, no later than five (5) business days before the meeting. The purpose of the meeting shall be stated in the notice. Meetings of the Nominating Committee shall not be open to the general Membership of the Association. Voting at all Nominating Committee meetings shall be in person and not by proxy, absent exigent circumstances authorized by the Chair.
Section 3: Installation Dinner Meeting. There shall be an annual Installation Dinner Meeting for the installation of Officers and Directors. The Installation Dinner Meeting shall be held between June 1st and June 30th, or as determined by a majority vote of the Board. No official business shall be transacted at the Installation Dinner Meeting.
Section 4: Board Monthly Meetings Required; Manner of Calling and Notice. For each Association year following the Annual Installation Dinner 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 business day of the month. Monthly board meetings shall generally be held in person , but may be held, and votes taken, by Electronic Means as needed. Special meetings of the Board between regularly scheduled monthly meet ings may be held, and votes taken, by Electronic Means as needed. Special meetings of the Board shall be held upon written request of three members of the Board or may be called by the President. Notice of special meetings shall be given not less than two (2) business days prior to the meeting. The President shall issue the notice of any special meeting, whether called by her or upon the request of the three Directors. Except as otherwise provided in these Bylaws, a notice of a special meeting of the Board need not specify the matters to be brought before that meeting. Electronic Means shall include all forms of communication as defined in Article Twelve, Section 6.
Section 4: Special Membership Meetings. Special Meetings of the general Membership of the Association may be held upon written request of three (3) members of the Board, or upon written request of five (5) mem bers of the Association. Written notice of the date, time and place of the Special Membership Meeting shall be postmarked or sent by Electronic Means pursuant to Article Twelve, Section 6, no later than five (5) business days before such special meeting, designating the date, time, place, and the purpose of such Special Membership Meeting.
Section 5: Quorum and Action. Twenty (20) Lawyer and/or Lifetime Members shall constitute a quorum at any meeting of the general Membership of the Association. Forty (40) Lawyer and/or Lifetime Members shall constitute a quorum at any Special Membership Meeting. As to any matter, except for election of the Nominating Committee, the act of a majority of the Lawyer and Lifetime Members present at a meeting at which a quorum is present shall constitute the action of the Membership of the Association on any matters as to which under these Bylaws the Lawyer and Lifetime Members are entitled to a vote or on any other matter as to which the Board has determined to grant Members a vote.
The Mary Heftel Hooton Memorial Fund Committee
Section 1: Hooton Fund. The WBA[ 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 WBAl consistent with the written bequest of the Mary Heftel Hooton Last Will and Testament.
Section 2: Administration of Hooton Fund. The Hooton Fund shall be administered as follows:
(a) The Hooton Fund shall be maintained permanently until the funds are exhausted.
(b) Expenditures from the Hooton Fund for purchasing, leasing or mortgaging of real property shall be governed by Section 5(b) herein.
(c ) 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.
(d) The assets of the Hooton Fund shall at all times be segregated from all other WBAl accounts or assets. The Hooton Fw1d’s principal or income may not be used for payment of WBAI’s operating expense. Such funds may not be transferred to the general operating fund of the WBAI.
Section 3: Standing Committee Required. The Hooton Fund shall be administered by a standing committee consisting of nine (9) Lawyer and/or Lifetime Members in good standing:
(a) 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 (at least one of whom is either the Immediate Past President or other current Board member), recommended by the Past Presidents’ Council and approved by the Board; and three (3) Lawyer and/or Lifetime Members who have been members in good stand i ng of the WBAI for at least three (3) years and who are not Board members and who shall be appointed by Board (“general members”). A majority of this committee shall at all times be members of the Board of Directors.
(b) Term of the Standing The term of the standing committee offices shall be as follows:
i. The Past Presidents shall serve three (3) year terms, which shall be staggered.
ii. The three general members shall serve for three (3) year terms, which shall be In the event that a person is elected to fill a vacancy, she shall serve for the remainder of the term of the member whose vacancy she filled.
iii. The Vice Presidents, Treasurer, and Financial Secretary shall serve on the Hooton Fund Committee during their respective terms in the named The ind ividual may continue to serve should she be elected to or appointed to another named office, or becomes appointed as a Past President Member.
iv. Past Presidents and general members appointed to the Hooton Fund Committee shall be limited to two successive three (3) full year 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.
Section 4: Committee Meetings. The Hooton Fund committee shall meet at least four times a year and shall make quarterly reports to the These reports shall summarize all activities of the Hooton Fund committee. The Hooton Fund conunittee shall also submit a written annual financial report of the Hooton Fund to the Board. Such annual financial report shall be available for inspection on reasonable notice by any Li fetime or Lawyer Member in good standing.
Section 5: Committee Responsibilities. The Hooton Fund committee shall have the following duties, responsibilities and functions:
(a) 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
(b) Raise additional funds for the establishment and maintenance of a permanent All fund raising proposals must be submitted to the Board for approval.
(c ) Research and invest consistent with either written investment policies of the WBAI and/or with the standards of the Illinois Trusts and Trustees Act.
(d) Research and recommend the purchase, sale, rental, lease or mortgage of real property to the Board for Subsequent to such Board approval, the recommendation shall be submitted in writing for a vote of the general membership fifteen (15) days in advance of either a General Membership Meeting or Special Membership Meeting. The general membership must approve any such recommendation by a 2/3 vote of the members present.
(e) The Committee may establish rules subject to Board The rules shall remain in effect until changed by the Board. The rules shall be available to the membership.
(f) 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 .
Amendment of Bylaws
Section 1: Amendmen ts to the Bylaws. Amendments to these Bylaws may be proposed by the Bylaws Committee or by the W BAI Board.
Section 2: Adoption of Amendment to the Bylaws. Proposed amendments to these Bylaws may be adopted at an Annual Meeting or Special Membership Meeting of the Association at which a quorum is present, by a two-thi rds (2/3) vote of those present in person and voting provided that:
(a) The proposed amendments were submitted to the WBAI Board for its recommendation at least 30 days in advance of their adoption.
(b) The proposed amendments have been mailed to all members of the Association and postmarked no less than ten (10) calendar days before the meeting, or as to those Members whose electronic mail address is available in Association records, have been sent by Electronic Means.
Non-Liability and Indemnification
To the extent permitted by law, the Association and its Officers and Directors 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 or Directors. The Association shall have the power to purchase Directors and Officers liability insurance for Officers and Directors.
The Association shall indemnify its Board of Directors and Officers i n the performance of their duties for the Associat ion to the full extent perm itted by any applicable law. Expenses (including attorney’s fees) incurred by an officer or director of the Association in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the Association as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and conditions, if any, as the Association deems appropriate.
Interested Board of Directors and Officers
The Association shall not enter in any contract or other transaction with one or more member of the Board of Directors or Officers or any entity in which one or more of the member of the Board of Directors or Officers shall have a financial interest without full disclosure to the Board of Directors and approval by the Board. Solely for purposes of the vote by the Board of Directors under this Section, the interested member of the Board of Directors shall not be considered a member of the Board of Directors and shall not participate in any related deliberations.
Section 1: These Bylaws shall take effect immediately upon their adoption by the Association.
Section 2: These Bylaws supersede and replace all previous Bylaws as amended from time to time.
Section 3: Wherever a feminine subject or object pronoun is used, a masculine subject or object pronoun may be substituted and vice versa.
Section 4: The rules contained in the then current edition of Robert’s Rules of Order, Newly Revised, shall govern all meetings of the Membership of this Association in all cases to which they are applicable and in which they are consistent with these Bylaws. The Board of Directors and Committees shall not be required to follow Robert’s Rules of Order.
Section 5: Whenever notice of meetings is required under these Bylaws, as to those Members whose electronic mail address or facsimile number is available in Association records, notice may be sent by “Electronic Means.” For such forms of notice, and for wherever attendance at a meeting or votes may be taken pursuant to these Bylaws by “Electronic Means,” as set forth in prior sections hereof, Electronic Means shall be liberally construed to include telephone, videoconferencing, electronic mail, facsimile transmission, and/or any electronic technology currently in use or yet to be developed that is, at the time of use, considered acceptable for standard legal practice communications.
Conflicts of Interest
The Association strives to maintain the highest ethical standards in all of its policies, procedures, and programs and to avoid conflicts of interest. All members of the Board of Directors shall act in good faith in all relationships touching upon their responsibilities to the Association and shall avoid and disclose any conflicts of interest. No person shall personally benefit from his or her relationship with the Association other than by reasonable compensation for services approved by the Board of Directors or through established policy. No person shall accept any favor, gratuity or gift which may influence actions concerning the Association.
The members of the Board of Directors have a clear obligation and commitment to conduct all affairs of the organization in accordance with the highest standards of integrity and ethics, and in compliance with applicable federal and state laws related to conflict of interest and commitment to the best interest of the organization. This conflict-of-interest policy is intended to permit the Association and its employees, officers, board and committee members to identify, evaluate, and address any real, potential or apparent conflicts of interest that might, in fact or appearance, call into question their duty of undivided loyalty to the Association. Such concerns regarding conflicts of interest shall be raised by a member of the Board during an executive session of the meeting of the Board.
This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to the Association.
Confidentiality and Non-Disclosure Policy
The Board of Directors, Executive and Compensation Committees discuss issues of a highly sensitive nature. Disclosure of any of this could cause irreparable harm to the Association, persons discussed in meetings, and/or individual Board or Staff members. Thus, it is the policy of the Association that all discussions of the Board, Executive and Compensation Committees, and any employees of the Association must be held in the strictest confidence, not to be disclosed to the public or any non-Board or committee members. The only exception to this policy is if the Board or committee has voted to allow the disclosure. Any breach of this policy may be cause for removal from the Board of Directors by a vote of two-thirds of the Board of Directors.
In furtherance of this policy, all members of the Board of Directors, Executive and Compensation Committees, and and any employees of the Association shall execute a Confidentiality and Non-Disclosure Agreement at the beginning of each bar year or at the commencement of service on the applicable committee. Execution of the Confidentiality and Non-Disclosure Agreement is a condition of participation on the Board of Directors.