August 25, 2010 - The proposed bylaws are available here.
BYLAWS
OF THE
ORANGE COUNTY BAR ASSOCIATION, INC.
A Non-Profit Corporation
(APPROVED AND ADOPTED JANUARY 6, 2010)
ARTICLE I
Name and Purpose
1. Name. The name of this corporation is the Orange County Bar Association, Inc. (The “Association”). It is a successor to the unincorporated Orange County Bar Association.
2. Purposes. The corporation is organized exclusively as a non-profit business league under 501(c) (6) of the Internal Revenue Code of 1986. The objects of this Association are the promotion of a closer union and fellowship among the lawyers and judiciary of Orange County, including the academic and legal education communities; the maintenance and promotion of high standards of professionalism and ethics; the furtherance of the administration of justice; the improvement of standards for delivery of legal services in Orange County; the maintenance and improvement of relations with the public and the media; the education and enlightenment of the public and media regarding the work of the legal profession and the administration of justice; the promotion and protection of the professional interests of members of the Orange County Bar Association; and the engagement in any other lawful activity to achieve the purposes of the Association as set forth in its Articles of Incorporation.
3. Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. Such payment for services shall be made only with the prior approval of the Board of Directors. Nothing herein shall prohibit the Corporation from paying the expenses, including the costs of meals, in connection with events, such as luncheons, that benefit its members in the performance of their professions.
4. Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II
Membership and Dues
Section 1. Membership. The Association’s membership shall consist of those lawyers and members of the judiciary of the State of
Section 2. Application and Election to Membership. Any person qualified for membership who agrees to abide by the Association’s purpose and Bylaws shall be admitted to membership on submission of completed application form approved by the Board of Directors along with the required dues. Notwithstanding any other provisions of these Bylaws, no person shall be admitted to membership who has been disbarred by the appropriate authorities of any state.
Section 3. Dues. (a) Dues for membership shall be on an annual basis and shall be determined by the Board of Directors for the next succeeding calendar year prior to the date of the current year’s annual membership meeting and submitted to the membership for its approval at such annual meeting. However, the Board of Directors may make such adjustment to the annual dues as it may deem fit upon a uniform policy basis for those persons who become members of the Association after the beginning of the Association’s fiscal year. Upon failure of the Board of Directors to establish dues for the succeeding fiscal year, the dues in effect for the preceding year shall remain in effect for the succeeding fiscal year.
(b) In addition to regular annual dues, the Board of Directors may assess the membership from time to time such additional sums as may be necessary not exceeding Ten Dollars ($10.00) in any fiscal year.
Section 4. Expulsion from Membership. Any member shall be deemed automatically expelled from the Association upon disbarment or active suspension of the member’s license to practice law. Any member may be expelled for any conduct prejudicial to the legal profession by a two-thirds (2/3) vote of the Board of Directors present and voting at any regular meeting or at any special meeting called for that purpose. Any member expelled for prejudicial conduct by vote of the Board of Directors may appeal to the Board of Directors of the Association; such member shall be reinstated, however, only upon a two-thirds (2/3) vote of the Board members present and voting at a regularly scheduled meeting. A member expelled upon disbarment or active suspension, or for prejudicial conduct, may reapply for membership in the Association; such member shall be reinstated, however, only upon a two-thirds (2/3) vote of the Board of members present and voting at a regularly scheduled meeting. No expelled member may reapply for membership in the Association prior to the expiration of six (6) months from the effective date of expulsion. A member automatically expelled upon disbarment or active suspension shall be eligible to reapply for membership in the Association only upon reinstatement of his or her license to practice law by the North Carolina State Bar. A vote of the Board members on an appeal for reinstatement or an application for readmission shall be preceded by notice of the vote sent to the Board of Directors at least ten (10) days prior to the regularly scheduled meeting at which the vote is to be taken. A member subject to expulsion shall have the right to due notice and an opportunity to be heard at a meeting of the Board of Directors. No person who has been expelled from membership shall be entitled to a refund of any dues paid by that person.
Section 5. Resignation. A member may resign at any time by notice in writing to the Secretary. Upon receipt by the Secretary of such notice of resignation, the membership of the person giving such notice shall terminate. No person who resigns from membership shall be entitled to a refund of any dues paid by that person.
ARTICLE III
Board of Directors
Section 1. Number. The Association’s affairs shall be managed by a Board of Directors composed of seven members who shall be the President, the President-Elect, the Immediate Past President, and four elected Directors. Additionally the President shall be entitled to appoint up to three Honorary (non-voting) members who shall serve in an advisory capacity. There is no limit on the number of terms an Honorary Member may serve.
Section 2. Terms. The term of each elected Director shall be two years, beginning on January 1 of the year following election and continuing until a successor is elected and installed. In order to provide for staggering of terms, two of the initial members of the Board of Directors shall be elected to a three year term and the remaining two shall be elected to a two year term.
Section 3. Powers. The Board of Directors shall be the Association’s governing body subject to the control of the membership of the Association as a whole at any annual or special meeting.
Section 4. Meetings – Time and Place. All meetings of the Board of Directors shall be held at such places and times as shall be designated in the notice of meeting or agreed upon by a majority of the Directors. All meetings shall be directed by the President. In the absence of the President, the President-Elect shall direct meetings. In the absence of both the President and President-Elect, the immediate Past President shall direct meetings.
Section 5. Regular Meetings. The Board shall meet at least quarterly on a schedule set annually by the Board.
Section 6. Emergency Meetings. Emergency meetings of the Board may be called upon one (1) days prior notice to all Directors at any time by or at the direction of the President, the President-Elect or any two Directors.
Section 7. Notice. The Secretary shall give notice stating the time and place of any regular meeting of the Board to each Director at least five days prior to the date of the meeting. Unless otherwise indicated in the notice thereof, only those subjects announced in the meeting notice may be transacted at any meeting, except in the event a Director is to be elected at a meeting, the notice shall so state. Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to transaction of any business because the meeting is not lawfully called.
Section 8. Voting. Each member of the Board shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board. Voting on all matters shall be by voice vote or by show of hands unless more than one-half of the Directors present at a meeting where there is a quorum shall demand, prior to voting on any matter, a secret written ballot vote on that particular matter.
Section 9. Action Without Meeting. Action taken by a majority of Directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after action so taken.
Section 10. Minutes. The Secretary shall attend all meetings of the Board and shall keep and maintain regular minutes of the proceedings of the Board. The Secretary shall not have a vote in the proceedings of the Board.
Section 11. Quorum. A quorum for any meeting shall consist of four (4) members of the Board present at any duly called meeting.
Section 12. Bond. The Board shall require a bond of the Treasurer conditioned upon the faithful performance of the Treasurer’s duties, the premium for which bond shall be paid by the Association. Said bond my be waived by a majority vote of the Board at its discretion.
Section 13. Vacancies. In the event of a vacancy on the Board, the remaining members of the Board may elect an active member of the Association to serve as a member of the Board for the balance of the term filled.
Section 14. Audit. The Board, in its discretion, may provide for audits of the Association’s financial records.
Section 15. Fiscal Year. The Association’s fiscal year shall be the calendar year.
ARTICLE IV
Officers
Section 1. Officers. The Association’s officers shall be a President and a President-Elect elected by the membership of the Association pursuant to these bylaws, together with a Secretary and a Treasurer, both of whom shall be appointed by the President, provided the President may not appoint a person from the President’s own firm.
Section 2. Duties of the President. The President shall be the Association’s chief executive office and, subject to the control of the Board of Directors, shall supervise and control the Association’s management in accordance with these By-Laws and the Articles of Incorporation. The President shall, when present, preside at all meetings of the membership and the Board of Directors. The President shall sign with any other proper officer any deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors and which lawfully may be executed on the Association’s behalf except where required by law otherwise to be signed and executed, and except where the signing and execution thereof shall be delegated by the Board to some other officer or agent. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 3. Duties of the President-Elect. The President-Elect shall exercise the powers of the President during that officer’s absence or inability to act. The President-Elect shall have such other powers and perform such other duties as may be assigned by the Board. The President-Elect shall succeed to the presidency in the event of a vacancy in the office of the President.
Section 4. Duties of the Secretary. The Secretary shall keep minutes of all meetings of the Board and minutes of the business (if any) conducted at all meetings of the Association membership. The Secretary shall cause to be sent notices to all members of the Association advising them of membership meetings and notices to all members of the Board advising them of Board meetings. The Secretary shall provide such reports on membership as may be required by the President or the Board. In general, the Secretary shall perform all duties and possess all authority incident to the office of Secretary and shall perform such other duties and have such other authority as may be assigned from time to time by the Board.
Section 5. Duties of the Treasurer. The Treasurer shall have and maintain supervision over the Association’s funds, receipts and disbursements and shall maintain full and accurate records thereof. The records maintained by the Treasurer shall be open to inspection by any member of the Association upon request.
(a) Dues Collection. In December of each year. The Treasurer shall cause to be forwarded to each member a notice of dues advising that the dues are payable on or before the 15th of the day of the following January, and that if payment is not received by March 1, the membership will be cancelled. The Treasurer will notify all those in default on February 15 of the dues payable. Any member whose dues are not paid on or before March 1 automatically shall cease to be a member, and such name shall be marked off the books. Re-application for membership of such person shall be accepted upon payment by such person of the full annual dues for that year. The Treasurer shall collect all dues and other moneys for and on behalf of the Association and shall provide such financial reports as may be required by the President or the Board.
Section 6. Terms. The term of each officer shall be one year beginning on January 1 of the year following election or appointment.
Section 7. Other Duties of Officers. By action of the Board, other duties may be imposed upon any officer.
ARTICLE V
Election of Directors and Officers
Section 1. Initial Election. At the Association’s meeting in January, 2010, nominees for the offices of President and President-Elect shall be taken from the members in attendance. Voting shall be by written ballot. A member in good standing may give a written proxy to another member to vote on his or her behalf. The nominees receiving the highest votes for each office shall succeed to their respective offices on February 1, 2010. The members shall also nominate at least two persons to serve as Directors to serve for a two year term and two persons to serve as Directors for an initial three year term. The nominees receiving the highest votes for the respective positions shall succeed to their offices on February 1, 2010. Notwithstanding the other provisions of these Bylaws, these officers shall serve until their successors take office as provided below.
Section 2. Elections After January, 2010. At the Association’s annual meeting in November of each year, as the first order of business, the members present shall proceed to elect a President-Elect for the next year together with two Directors to serve for two year terms commencing on January 1 of the year following the Date of the election. The President-Elect so elected shall succeed to the office of President for the year following the term as President-Elect. At this meeting, the Nominating Committee shall announce its nominees for such offices. Nominations from the floor shall be permitted. Voting shall be by written ballot. A member in good standing may give a written proxy to another member to vote on his or her behalf. The nominee receiving the majority of votes for President-Elect shall be elected. Those two nominees receiving the highest number of votes as Directors shall be elected. Any tie votes shall be determined by lot. No Director may be elected to more than one term in succession.
Section 3. Nominating Committee. The Nominating Committee shall nominate candidates for President-Elect and Board of Directors. The Committee shall consist of no less than 3 members who shall include the immediate Past President who shall preside over the Nominating Committee. The President shall name the other members of the Nominating Committee no later than September 1 of each year preceding the annual meeting, and the names of the members of the Nominating Committee shall be announced at any meeting of the membership of the Association in the month of September or may be published with the notice of the September meeting. The Nominating Committee shall make a written report of nominations to the President with a copy to the Secretary no later than the 20th day of October. The President may also call upon the Nominating Committee to make nominations for awards or special recognition when such opportunities are presented by organizations within and without the Bar.
Section 4. Special Election. If the President –Elect succeeds to the presidency upon a vacancy in the office of the President prior to the Association’s annual meeting in November, the Board may call for a special election to fill the office of President-Elect at the next regularly scheduled meeting of the membership. At least ten days before such special election, the Nominating Committee shall nominate a member for President-Elect and shall make a written report of nominations to the President with a copy to the Secretary. Notice of such special election and the nominations shall be given to each member at least five days before the special election.
ARTICLE VI
Meetings – Membership
Section 1. Regular Meeting. There shall be a regular monthly meeting of the Association membership on such days and at such places as shall be designated by the Board; provided, however, that the date of any meeting may be changed, and any meeting except the annual meeting may be cancelled by action of the Board.
Section 2. Annual Meeting. The annual meeting of the membership shall be the regular meeting held in November of each year.
Section 3. Special Meetings. Special meetings of the membership may be called at any time by the President or by the Board.
Section 4. Notice. Notice of the meetings of the membership shall be published monthly by electronic mail and shall be posted on the Association’s website. Notice shall be provided no less than five days before each meeting.
Section 5. Resolutions. Any resolution proposed for consideration by the members of the Association first shall be submitted to the Board. The Board at its meeting before the next membership meeting shall consider the resolution and make its recommendations to the membership at the next meeting of the membership. Notice of such proposed resolution shall be given by the Secretary with notice of the next meeting of the membership.
Section 6. Quorum. A quorum shall be those present at any membership meeting for which proper notice was given.
ARTICLE VII
Sections
Section 1. The Board shall have the power to authorize the formation of Sections, each of which shall consist of those members desiring to operate within the objectives and purposes of the Association as an association of lawyers with mutual interests or who are interested in a particular field or fields of the law. Each Section so authorized and established shall consist of all those members desiring to participate in work and activities of the Section.
Section 2. Functions. The members of such Sections shall work in consultation with the officers and Board to promote and carry out the purposes and programs of the Association. The members of each Section shall elect a Chair and such other officers as they shall determine and shall adopt rules and by-laws not inconsistent with the Articles and these bylaws and may establish such committees as best may promote the objectives of the Section and of the Association. The activities and organization of the Section at all times shall be subject to the supervision and approval of the Board and any Section may be abolished at any time by the Board.
ARTICLE VIII
Committees
Section 1. Standing Committees. The President shall appoint the Nominating Committee, the By-Laws Committee, and such other committees as directed by the Board. Committees shall consist of such members of the Association as the President may deem appropriate and committee members shall be named by the President as soon as practicable after assumption of the duties of the office. With the appointment of the Committee members, the President shall delineate the Committee’s responsibilities and appoint its Chair. The Committee shall make rules for the conduct of its hearings and business coming before it.
ARTICLE IX
By-Laws and Amendments
Section 1. Amendments.
(a) By the Board. The Board may amend these bylaws by a two-thirds (2/3) vote of the Directors present and voting at any Director’s meeting. Any amendment so adopted shall become effective upon its ratification by a majority vote of the membership of the Association present and voting at any subsequent meeting.
(b) By the Membership. Any member may propose amendments to these bylaws at any membership meeting, with or without notice. If a majority of the members present and voting at such meeting favor the submission of said proposed amendment, the amendment shall become effective upon its ratification by the membership.
*END OF BY-LAWS*
MINUTES OF THE ORANGE COUNTY BAR ASSOCIATION’S JANUARY 2010 MEETING
Held January 6, 2010
The Orange County Bar Association held its regular January meeting at Shula’s Grill in the Sheraton Hotel. Approximately 45 members attended.
After some discussion and due consideration, the attached By-Laws for the Association were approved and adopted by more than 2/3 of the members voting, after amendments were made to Article IV Section 5 and Article VIII Section 1 (which are reflected in the attached “Approved” version). The general consensus was also for the By-Laws Committee to continue to review the By-Laws for additional amendments/improvements to be presented for membership review and approval in the future.
Next, the membership elected by written ballots and majority vote the following officers:
1) Gregory Herman-Giddens, President 2010
2) Lamar Proctor, President-Elect (for 2011)
3) Board of Directors:
a. Sheila Benninger (2010-12)
b. Glenn Gerding (2010-12)
c. Jay Bryan (2010-11)
d. Guido Demaere (2010-11)
All officer terms become effective February 1, 2010. The next business meeting and Board meeting for the Association is Tuesday, January 12, 2010 at Noon at the Maitland Law Firm,
Having no further business, the meeting was adjourned promptly at 1:30 p.m.
Respectively Submitted,
Robert N. Maitland, II
OCBA President 2008-2009
