LAWYER PILOTS BAR ASSOCIATION
As Revised by the Board of Directors
23 July 2014
NAME, SEAL, OFFICE
Section 1.01 - Name. The name of this organization is the LAWYER PILOTS BAR ASSOCIATION (hereinafter referred to as the "LPBA").
Section 1.02 - Seal. The seal of the LPBA shall be circular in form and shall bear on the outer circle the title "LAWYER PILOTS BAR ASSOCIATION." In the center of the seal shall appear the words "Corporate Seal." The LPBA Board of Directors (hereinafter referred to as the "Board") may change the form of the seal or the inscription thereon at its discretion.
Section 1.03 - Office. The principal office of the LPBA shall be located at 135 Wallace Manor Road, P.O. Box 1510, Edgewater, Maryland, 21037, or such other location as the Board may designate.
Section 2.01 - Eligibility and Classification. There shall be six classes of membership as follows:
- Regular Membership. Regular/voting membership shall be available to all persons duly licensed to practice law and who possess or have held an airman’s certificate for the piloting of aircraft.
- Sustaining Membership. All Sustaining membership shall be available to all persons who otherwise qualify for membership and qualify for benefits beyond those available to regular members including e.g., special recognition in the LPBA Journal, at the LPBA Conventions, and/or on the LPBA website, as adopted by the Executive Committee. Sustaining Members not otherwise qualified for voting privileges who demonstrate exceptional service and commitment to the welfare and mission of the LPBA may, upon approval of the Executive Committee, be allowed the same rights and privileges as regular/voting members.
- Associate Membership. Associate membership shall be available to all persons who are or have been duly licensed to practice law and who have an interest in aviation safety and aviation law (non-voting).
- Affiliate Membership. Affiliate membership shall be available to all persons who have an interest in aviation safety and aviation law (non-voting).
- Student Membership. Student membership shall be available to all students enrolled in and currently attending a college or university who have an interest in aviation safety and aviation law (non-voting).
- Honorary membership shall be available to those persons who are selected for the same by the Board (non-voting).
Section 2.02 - Application for Membership and Dues. All applications for membership shall be on the form prescribed by the Membership Committee, and shall be accompanied by the payment of dues and such other fees as shall be fixed by the Board, from time to time, for the class of membership for which such application is made.
Section 2.03 - Processing of Membership Application. The Membership Committee shall process all applications submitted, unless there is a question of eligibility, in which event the question of eligibility shall be referred either to the Executive Committee or the Board for final determination. Any question of continuing eligibility shall be determined by a majority vote of the Board present at any regular or special meeting, the decision of which Board may be appealed to a vote of the Membership at any regular or special meeting. The vote of a majority of the members present at any such meeting shall be final and conclusive on such question.
Section 2.04 - Regular Meetings. Regular semi-annual meetings of the membership of the LPBA shall be held upon not less than six (6) weeks notice. The annual meeting, at which all elections of officers and directors shall be conducted, shall be held in the summer of each year between the dates of July 1 and August 15 (hereinafter the "annual meeting"). The mid-year meeting shall be held in the winter of each year between the dates of February 1 and March 15 (hereinafter the "mid-year meeting"). The dates and sites for each of the meetings shall be selected by the President-Elect for the year of his or her Presidency within 30 days after his or her election as President-Elect and shall be subject to the approval of the Board.
Section 2.05 - Special Meetings. A special meeting of the Membership may be called for any purpose by the President, the Executive Committee or the Board, or whenever 100 voting members of the LPBA, in good standing, shall make a written request to the President for same, specifying the object of the meeting. A special meeting shall be held upon not less than thirty, nor more than sixty days written notice of the time, place, and purpose of the meeting.
Section 2.06 - Attendance. No person may be present at a meeting of the LPBA unless he or she is a member of the LPBA and, in addition, in good standing, unless he or she is specially invited by the President, the Executive Committee or the Board.
Section 3.01 - Number and Qualifications. The affairs of the LPBA shall be governed by a Board composed of:
(a) the Past Presidents of the LPBA,
(b) the elected officers of the LPBA,
(c) the Chairs of the Standing Operating Committees, and
(d) not less than five (5), nor more than eight (8) elected directors, the exact number to be fixed by the Nominating Committee (hereinafter the "elected directors"), and
(e) all regional vice-presidents and international vice-presidents.
Except as otherwise required by law, the Board members need not be residents of the State of New Jersey.
No one shall be nominated or elected to be a Director of the LPBA who is not a voting member in good standing.
Section 3.02 - Governing Powers. The Board shall have all the powers and duties necessary or appropriate for the administration of the affairs of the LPBA.
Section 3.03 - Nomination and Election of Board. The Nominating Committee will report nominations for the Board at the mid-year meeting. The Board will be elected by the members at the annual meeting and will take office at the conclusion of the annual meeting. One-fourth of the Directors provided for in Article III, Section 3.01 (d) shall be elected annually. The Nominating Committee shall endeavor to select nominees who will provide a good balance on the Board, considering representational factors, ability to attend and participate, and continuity.
Section 3.04 - Term of Office. Except when filling vacated or unexpired terms, the terms of the elected Board shall commence immediately upon the adjournment of the annual meeting in which they are elected and shall continue for a period of four (4) years, and all other Board members shall serve for the period of their terms of office, save for Past Presidents who shall serve for life or until removed for good cause. The term of every Director shall continue until that Director's successor shall have been elected and qualified.
Section 3.05 - Duties of the Board. Service as a Director is considered a commitment to LPBA and its purposes, to regularly attend meetings, and to actively participate in meetings and undertake other responsibilities. The Board shall have general supervision of the affairs of LPBA and may make general policies, rules, and regulations for the governing of LPBA. Specifically, the Board shall have full and final authority to act upon all recommendations of any Committee created by the Board or these By-Laws.
Section 3.06 - Resignation. Any Director may resign by submitting a written notice of resignation at a meeting of the Board or by mailing such notice of resignation to the Secretary of the LPBA, and thereupon such resignation shall become effective forthwith without need of any acceptance, unless otherwise specified therein.
Section 3.07 - Removal of Board. At any regular or special meeting duly called for that purpose, any Director may be removed with or without cause by a two-thirds vote of the total membership of the Board. If appropriate, a successor Director may thereupon be elected to fill the vacancy thus created, but only in accordance with the procedure set forth in Section 3.08 of this Article III. Any Director whose removal has been proposed shall be given written notice and an opportunity to be heard at this meeting. Failure to attend three (3) consecutive meetings shall be deemed to be cause for removal.
Section 3.08 - Vacancies. Vacancies in the Board, caused by any reason, whether by the resignation or removal of a Director or otherwise:
(a) if occurring in the position of a Director who is a Past President shall remain unfilled; or
(b) if occurring in the position of an elected director shall be filled by appointment of the President subject to confirmation by a vote of the remaining Board at the next meeting of the Board or the Executive Committee; such vote shall be deemed valid even though the number of remaining Directors may constitute less than a quorum of the Board, or be cast by the sole remaining Director; and each person so elected shall be a Director for the unexpired term of the vacating Director and until a successor is elected and takes office; or
(c) if occurring in the position of a Director who is an elected officer or the Chair of a Standing Committee shall be filled by filling such office in accord with these By-Laws.
Section 3.09 - Expenses of Board and Officers. Where deemed appropriate, the Board or the Executive Committee may authorize reimbursement or partial allowances for out-of-pocket expenses incurred by the Board and the Officers of the LPBA.
Section 3.10 - Regular Meeting. There shall be at least two regular meetings of the Board in each year. The annual meeting of the Board shall be held prior to and in the same place as the annual meeting of the Membership. The mid-year meeting of the Board shall be held prior to and in the same place as the mid-year meeting of the Membership. Other meetings as may be scheduled by the Board, may be held at such time and place as the Board may from time to time determine.
Section 3.11 - Special Meetings. Special meetings of the Board may and, upon the written request of at least one-third (1/3) of the Board, shall be called by the President on seven (7) days' notice to each Director. Such notice shall state the time, place and purpose of the meeting subject thereto.
Section 3.12 - Notice of Regular Meetings. Notice of the specific time and place of each regular meeting of the Board shall be given to each Director, personally or by mail, telephone, telegraph or facsimile transmission at least three (3) days prior to the date designated for such meeting in Section 3. 10 above.
Section 3.13 - Waiver of Notice. Before or at any meeting of the Board, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by such Director of the time and place thereof.
Section 3.14 - Action by Written Consent. Any lawful action of the Board may be taken without a meeting if, prior or subsequent to such action, written consent to such action is signed by all the Board members and filed with the minutes of the Board. Such written consents may be executed together or in counterparts.
Section 3.15 - Telephonic Meetings. Meetings of the Board may be held through any communications equipment including facsimile machine if all persons participating can either hear each other or read the transmissions of each other. Participation in a meeting pursuant to this Section shall constitute presence at such meeting.
Section 3.16 - Quorum. Except as otherwise provided herein or in the Articles of Incorporation of LPBA, at all meetings of the Board, ten (10) members of the Board present at the meeting shall constitute a quorum for the transaction of business, and the acts of the majority of the Board present at such meeting shall be the acts of the Board. If at any meeting of the Board, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 4.01 - Committees. There shall be the Executive Committee as set forth in Section 4.02 below, the three Standing Management Committees as set forth in Sections 4.03, 4.04 and 4.05 below and nine Standing Operating Committees as set forth in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, and 4.14 below. The Membership and function of each such committee shall be set forth in its respective section below. With the exception of the Executive Committee, meetings of such committees shall be held at such time and in such manner as the Chair of that particular committee determines. Committees may meet in any manner in which the Board may meet as set forth in Article III above. A majority of its membership shall constitute the quorum required for a committee meeting. All committee action shall be taken by majority vote. Each committee shall submit the minutes of each of its meetings to the Secretary to be filed with the minutes of the LPBA. Each committee shall submit a report of its activities at each regular meeting of the Board, or in lieu thereof, at the direction of the Board, to the Membership at its regular meetings.
00Section 4.02 - Executive Committee. There shall be an Executive Committee, the Chair, membership, responsibilities and meetings of which shall be as follows:
Membership of Committee:
Immediate Past President
Editor of the Journal
Responsibilities: To monitor the progress of the work being done by the other committees, to render to them such aid and direction as it deems appropriate, to decide issues of eligibility arising from initial applications for membership (in accord with Article II), to do the long range planning of the LPBA, which responsibility shall include the preparation and submission to the Board of a five year plan for the LPBA at each annual meeting, and to conduct the ordinary business of the LPBA between meetings of the Board. The Executive Committee shall have no authority to change any policy established by the Board, nor to commit the LPBA to any extraordinary undertaking nor to incur any extraordinary expense.
Meetings: The Executive Committee shall meet no less than twice yearly, at least once in between each of the annual and the mid-year meetings of the LPBA membership (herein the "regular meetings of the Executive Committee"). Other meetings shall be called by the President on his or her own initiative or upon the request of a majority of the Executive Committee submitted to him or her in writing by mail, personal delivery or facsimile transmission. Notice of such meeting shall be given by the President within ten (10) days of receipt by him/her of such request and such meeting shall be held in not less than seven (7) nor more than fourteen (14) days of said notice. Should the President fail or refuse to give such notice, the President Elect shall so act.
STANDING MANAGEMENT COMMITTEES
Section 4.03 - Financial Management and Planning Committee. There shall be a Financial Management and Planning Committee, the Chair, membership, and responsibilities of which shall be as follows:
Membership of Committee:
Chair of Journal Committee
Chair of Convention Committee
Chair of Membership Committee
Chair of Publicity Committee
Function: Responsible for the financial management and the financial planning of the LPBA. The financial management responsibilities include dues collection, payment of all lawful debts, budget oversight, investment management and record keeping. The financial planning responsibilities include the preparation and submission to the Board of the annual budget prior to the annual meeting of the Board and recommending policies and procedures for financial management.
Section 4.04 - Nominating Committee. There shall be a Nominating Committee, the Chair, membership and responsibilities shall be as follows:
Membership of Committee:
The President and the four most immediate Past Presidents willing and able to serve.
Chair: The President
Function: To develop and present to the LPBA at its mid-year meeting a list of candidates who will stand for election at its annual meeting to fill vacancies occurring in the Board and in the offices of President-Elect, Secretary, Treasurer, Alaska Regional Vice President, Eastern Regional Vice President. Great Lakes Regional Vice President, New England Regional Vice President, Northwest Regional Vice President, Southern Regional Vice President, Southwest Regional Vice President, Western Pacific Regional Vice President, Eastern Canadian Regional Vice President, Western Canadian Regional Vice President and a list of candidates for such International Vice Presidencies as the Board establishes from time to time.
Section 4.05 - By-Laws Committee. There shall be a By-Laws Committee, the Chair, membership, and responsibilities of which shall be as follows:
Membership of Committee:
Secretary and 2 members of the elected Board selected by the President and approved by the Board.
Function: Acting on its own initiative or in response to a direction from the Board, to prepare and/or to review and revise as it deems appropriate all proposed changes to the By-Laws, and to forward its proposed changes to all members of the Board at least 30 days prior to its next regular meeting.
STANDING OPERATING COMMITTEES
Section 4.06 - Law Journal Committee. There shall be a Law Journal Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to publish a Journal which shall give notice of the activities and achievements of the LPBA and its members, and which shall publish articles and other materials useful and educational to the Membership of the LPBA and consistent with its purposes on a quarterly basis and, upon approval of the Board, to negotiate and submit for execution in accord with the provisions of Section 7.02 of Article VII of these By-Laws, such agreements as are necessary to achieve such purpose. The Law Journal Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.07 - Convention Committee. There shall be a Convention Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to determine locations and facilities for the semi-annual convention of the LPBA, and upon approval of the Board or the Executive Committee, to negotiate and submit for execution in accord with the provisions of Section 7.02 of Article VII of these By-Laws, such agreements as are necessary to secure such locations and facilities for such purpose. The Convention Committee shall be authorized to collect registration fees for the Membership for all conventions and shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained in respect of the most recent convention prior to each of the regular meetings of the Executive Committee and such accounting shall be made part of the Treasurer's report to the Executive Committee and to the Board at its next regular meeting.
Section 4.08 - Program Committee. There shall be a Program Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to develop educational, edifying and entertaining programs, consistent with the purposes of the LPBA, for presentation to the members at each semi-annual meeting of the LPBA and, upon approval of the Board, to extend such invitations and make such arrangements in the name of the LPBA as are necessary to achieve such purpose. The Program Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.09 - Publicity Committee. There shall be a Publicity Committee, the Chair and membership of which shall be as set forth in Section 4.15 below, and the responsibilities of which shall be:
- To be the repository of all information respecting the achievements of LPBA and its members and to distribute same to the Journal Committee and to all appropriate news media organizations for publication.
- To distribute notices of events of the LPBA to appropriate news media organizations.
- To monitor and coordinate the duties and responsibilities of the Website Committee and Chair.
The Publicity Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meetings
Section 4.10 - Membership Committee. There shall be a Membership Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to process applications for membership in accord with the provisions of Article II, to keep current records of the names of the members and their spouses, their addresses, home and business telephone and fax numbers, if any, and in conjunction with the Law Journal Committee, to publish at such times as the Board directs a roster containing all such information, to prepare plans for the development of new membership and the maintenance of current membership, to conduct such program as it shall define for the reinstatement of members and to take such action as is necessary to assure that the LPBA is known to, and membership in it is proffered to, all persons who qualify for same under these By-Laws. The Membership Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six months period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.11 - Governmental Liaison Committee. There shall be a Governmental Liaison Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to monitor the proceedings of the federal government and the various state governments, to report respecting any of such proceedings which are of interest to the Membership at each of the regular membership meetings, and to establish and maintain liaison with the various divisions of the Federal Aviation Administration, the National Transportation Safety Board and similar governmental agencies for the purpose of assisting and advising members who are seeking to communicate with these entities. The Governmental Liaison Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.12 - Continuing Legal Education Committee. There shall be a Continuing Legal Education Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to assure that each member of the LPBA attending any LPBA program and desiring same receives all such credit for the continuing legal education offered by such program as is allowed in the State or States in which his or her practice is conducted. The Continuing Legal Education Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.13 - Merchandise Committee. There shall be a Merchandise Committee, the Chair and membership of which shall be as set forth in Section 4.14 below, and the responsibilities of which shall be to determine and/or invent and/or design such articles of merchandise as it deems would be valuable to the Membership and, upon approval of the Board, to negotiate and enter contracts for the manufacture or the purpose of same, and to submit any such contracts for execution in accord with the provisions of Section 7.02 of Article VII of these By-Laws, and upon receipt of any such articles of merchandise to give or sell same to the Membership in such manner as the Board approves. The Merchandise Committee shall deliver to the Treasurer a written accounting of all monies received, all disbursements made and any balance retained for the six month period immediately prior to each regular meeting of the Board and such accounting shall be made part of the Treasurer's report at such meeting.
Section 4.14 – Website Committee. There shall be a Website Committee, the Chair and membership of which shall be as set forth in Section 4.15 below, and primary responsibility of the Website Chair is to work with the Executive Director and Publicity Chair to ensure that the LPBA website is periodically updated with new information regarding upcoming and past meetings, updating officer information, and other responsibilities of which shall be:
- Reviewing and editing write-ups and updates provided by the Executive Director or members of the Executive Committee and monitoring updates performed by the Executive Director to ensure accuracy and timeliness of updates.
- The website chair is also responsible for acting as an administrator of the LPBA Facebook group to screen and add new members as they request to join the group. The website chair will ensure that invitations are created and published for all LPBA events on the Facebook group.
- When implemented, the website chair will solicit and/or provide blog posts to be included on the website. These could be law updates and developments, member news, etc. The website chair will ensure that the blog posts are publicized appropriately for the particular post. This could include sending out e-blasts and/or posting on social media regarding the blog post.
- As needed and approved by the Executive Committee, the website chair will oversee the re-design and/or improvements to the website.
- The website chair will review and approve all e-blasts and mailings prior to dissemination. The website chair and the Executive Director will work together to ensure that e-blasts are sent out in a manner and with a strategy that is likely to avoid opting out by members and/or getting blacklisted as a source of spam.
Section 4.15 - Membership of Standing Operating Committees. The membership of each Standing Operating Committee shall:
- be composed of not more than 3 members who shall be appointed by the President subject to ratification by the Board at its next meeting, and
- have a Chair who shall be nominated by the President, except, however, the President Elect shall serve as Chair of the Program Committee, and
- have no member who is a member of more than one other Standing Operating Committee.
Section 4.16 - Other Committees. The President may appoint such other committees as he or she shall deem appropriate for the efficient operation of the LPBA. No delegation of authority to act in the name of the LPBA shall be given to any committee without the approval of the Board in each instance.
Section 5.01 - Report of Nominating Committee. Prior to the mid-year meeting of the Board the Nominating Committee shall prepare a list of candidates and their addresses for each place on the Board and each office to be filled through election by the Membership at the annual meeting and deliver its report at the mid-year meeting of the Membership. This report by the Nominating Committee shall list at least one (1) candidate for each office to be filled. Each candidate so listed must be a voting member of the LPBA in good standing.
Section 5.02 - Nominations. Upon receipt of the report from the Nominating Committee, the Secretary shall cause the name of each nominee listed thereon to be placed upon the ballot for the office for which he or she is listed. In addition, the Secretary shall cause to be listed on the ballot the name of any candidate who is a voting member in good standing, for any office for which he or she has been nominated by written nomination, signed by at least two (2) voting members in good standing, and submitted to the Secretary prior to the first day of April in the year of such election.
Section 5.03 - Elections. An election of the Board and of the Officers of the LPBA shall be held at each annual meeting. All voting members of the LPBA in good standing and in attendance at the meeting shall be entitled to vote. The President of the LPBA shall preside over the election. In the event the President hears a motion, duly made and seconded, to "vote the slate" then the President shall ask the Membership to vote on the entire list of nominees proposed by the Nominating Committee at one time. In the event the President does not hear such a motion, or in the event he or she does hear such a motion but the slate is defeated, then the President shall ask the Membership to vote for each place on the Board and for each office in sequence. The President may conduct each such ballot, including one to "vote the slate", by voice vote, by show of hands or by secret written ballot as he or she, in his or her sole discretion, determines, provided, however, that if any member entitled to vote so demands, then a secret written ballot must be conducted.
Section 6.01 - Principal Officers. The principal officers of the LPBA shall be a President, a President-Elect, a Secretary, and a Treasurer.
Section 6.02 - Other Officers. The Board may appoint an assistant Treasurer, an assistant Secretary and such other assistant officers as, in their judgment, they deem necessary.
Section 6.03 - Elections and Terms. All of the principal officers of the LPBA, except the President, shall be elected by the Membership at the annual meeting and, unless sooner removed by the Board, the officers shall serve for a term of one ( 1) year, which term shall commence immediately upon the adjournment of the annual meeting in which he or she is elected and run until the adjournment of the next annual meeting, and until their successors are elected and run until the adjournment of the next annual meeting, and until their successors are elected and qualified. Any vacancies from time to time occurring in offices shall be filled by appointment of the President subject to ratification by the next meeting of the Board or the Executive Committee. The President shall appoint such temporary or acting officer as may be necessary during the temporary absence or disability of any regular officer.
Section 6.04 - Resignation. Any officer may resign by submitting a written resignation at a meeting of the Board or by mailing such resignation to the Secretary and thereupon such resignation shall become effective forthwith without need of any acceptance, unless otherwise specified therein.
Section 6.05 - Removal. Any officer may be removed with or without cause by a vote of the Board at any regular or special meeting duly called for that purpose. A successor officer may thereupon be elected to fill the vacancy thus created.
Section 6.06 - President. The President shall be the chief executive officer of the LPBA. Subject only to the Board and to the Executive Committee, he or she shall have general charge and supervision over, and responsibility for, the business and the affairs of the LPBA. Unless otherwise directed by the Board or the Executive Committee, all other officers shall be subject to the authority and lawful supervision of the President. The President may enter into and execute in the name of the LPBA contracts or other instruments in the regular course of business which are authorized either generally or specifically by the Board. He or she shall preside at all meetings of the Board and at all meetings of the Membership. He or she shall have all the general powers and duties which are usually vested in the office of president of a corporation. In addition, he or she shall perform such other duties as shall be prescribed from time to time by the Board or the Executive Committee. Except as provided in Section 6.07 below, a President shall not be eligible for re-Election at the expiration of his or her term of office.
Section 6.07 - President-Elect. Upon the expiration of the term of the President, the President-Elect, without election, shall succeed as President for the ensuing term. The President-Elect shall perform such duties and have such authority as from time to time may be delegated to him or her by the President, the Executive Committee or the Board. In the absence of the President or in the event of his or her death, inability, or refusal to act, the President-Elect shall perform the duties and exercise the powers of the President. The President-Elect shall also perform such other duties as shall be prescribed by the Board. If by reason of a vacancy in the office of President, the President-Elect should succeed to the office of the Presidency and his or her remaining term as President is less than one (1) year, then at the end of such term, he or she shall continue in the office of President for an additional one (1) year term.
The duties of the President-Elect include:
(a) the selection, within 30 days after his or her election as President-Elect, of the locations of the semi-annual meetings to be held during his or her term as President which shall be done with the advice and assistance of the Convention Committee and shall be subject to the approval of the Board, and
(b) the arrangement of the program at such meetings, which shall be done with the advice and assistance of the Program Committee and shall be subject to the approval of the Board.
Section 6.08 - Secretary. The Secretary shall keep the minutes of all meetings of the Membership, the Board, and the Executive Committee. He or she shall have custody of such books and records of the LPBA as the Board may provide. He or she shall serve as Chair of the By-Laws Committee. He or she shall perform the duties and functions customarily performed by the secretary of a corporation, together with such other duties as the Board may prescribe.
Section 6.09 - Treasurer. The Treasurer shall have custody of the funds and securities of the LPBA, and shall keep full and accurate account of all receipts and disbursements in books belonging to the LPBA, and shall deposit all monies and other valuable effects in the name of and to the credit of the LPBA in such depositories as may be designated by the Board. He or she shall collect the annual dues from the Membership. He or she shall disburse the funds of the LPBA as may be ordered by the Board taking proper vouchers for such disbursements. He or she shall serve as Chair of the Financial Management and Planning Committee. He or she shall render to the Board or the Executive Committee an account of all his or her transactions as Treasurer and a report of the financial condition of the LPBA whenever such Board or such Committee meet.
Section 6.10 - Vice Presidents. The Regional Vice-Presidents and the International Vice-Presidents shall be appointed for a term of one year by the President, and shall continue to serve until a successor takes office. The Regional Vice-Presidents and International Vice-Presidents shall perform such duties as the board shall determine from time to time.
Section 7.01 - Fiscal Year. The fiscal year of the LPBA shall begin each year on the first day of July.
Section 7.02 - Execution of Corporate Documents. With the prior authorization of the Board, all contracts, notes and certificates of honorary membership shall be executed on behalf of the LPBA by the President, or, in accord with the provisions of Section 6.07, by the President-Elect, and shall be attested to by the Secretary or the Treasurer. All checks shall be executed on behalf of the LPBA by the Treasurer, by the Convention Chair in respect to Convention expenses, and in special circumstances, by any person authorized to do so by the Board.
Section 7.03 - Financial Management. The Board shall be responsible for the financial management of the LPBA and will review and evaluate reports from the Treasurer and the Financial Management and Planning Committee to assure sound financial management practices.
Section 7.04 - Budget. The Board shall review, revise if necessary, and approve the annual budget submitted by the Financial Management and Planning Committee at its annual meeting. It shall also approve emergency appropriations and/or assessments. The annual LPBA budget shall be adequate to support the basic operations of the LPBA including all basic services to the membership.
Section 7.05 - Records. The Certificate of Incorporation, the By-Laws, all minutes of the meetings of the Membership, all minutes of the meeting of the Board, all Committee reports, all canceled checks, all annual budgets, periodic accounts and other financial records, all contracts entered by or on behalf of the LPBA and all other documents and records of the LPBA shall be permanently stored in filing cabinets or such other containers as are for the exclusive use of the LPBA and are located in the principal office of the LPBA.
Section 7.06 - Receipt of Property. The Board may receive and accept property by way of gift, grant, bequest or devise, from any person, foundation, corporation, either public or private, governmental instrumentality, or otherwise, but no gift, grant, bequest or devise of any such property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than a "charitable organization" or for other than a "charitable purpose", or as shall, in the opinion of the Board, jeopardize the federal income tax exemption of the LPBA, pursuant to Section 501 (c) (6) of the Internal Revenue Code of 1954, as later amended.
Section 7.07 - Powers. In extension and not in limitation of the common law and statutory powers of the Board and other powers granted herein, or in the Articles of Incorporation, the Board shall have the following discretionary powers:
(a) To invest and reinvest principal and income in such property and in such manner as they shall deem proper, and from time to time to change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, obligations, or personal or real property (including, without limitation, any interest in, or obligations of, any corporation, organization, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind or size which, but for this express authority, would not be considered proper although all of the corporate property is invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to any Director or to anyone else (corporate or otherwise) who has at any time made a substantial contribution to the LPBA, nor to anyone except on the basis of an adequate interest charge and with adequate security.
(b) To sell, lease or exchange any property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to corporate property, as they consider advisable.
(c) To borrow money for such periods, at such rates of interest, and upon such terms as the Board consider advisable, and as security for such loans to mortgage or pledge any property with or without power of sale; to acquire or hold any property subject to any mortgage or pledge; and to assume any mortgage or pledge on or of property acquired or held by the LPBA.
(d) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which they engage.
(e) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depository, voting trusts, or otherwise, and in this connection to delegate authority to such committee, depository, or trustees, and to deposit securities with them or transfer securities to them; to pay assessments levied on securities and to exercise subscription rights in respect of securities.
(f) To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to hold LPBA property without indication of fiduciary capacity but only in the name of a registered nominee, provided the corporate property is at all times identified as such on the books of the LPBA; to keep any or all of the corporate property or funds in any place or places in the United States, to employ clerks, accountants, legal counsel, investment counsel, investment agents, and any special services, and to pay reasonable compensation for all such services and all necessary or proper expenses in connection with the administration of corporate property.
(g) The Board's powers set forth above are exercisable solely in the fiduciary capacity consistent with and in furtherance of the purposes of the LPBA.
Section 7.08 - Limitations.
(a) The Board shall not cause the LPBA to engage in any business of a kind ordinarily carried on for profit and nothing in these By-Laws shall authorize the Board of the LPBA to do so. The Board shall not cause the LPBA to enter into any transaction, carry on any activity, or engage in any business for pecuniary profit, and any monies received by the LPBA shall be applied exclusively for the not-for-profit purposes of the LPBA as set forth herein and in the Certificate of Incorporation, and no part thereof shall inure to the benefit of any private individual.
(b) The Board shall not engage the LPBA in any business or other activity which is not in furtherance of and exclusively for its educational, scientific, research, mutual improvement, and professional purposes, and which does not comply fully with the Sherman Act, the Clayton Act and the Federal Trade Commission Act.
Section 7.09 - Executive Director. For the purposes of managing the day-to-day business affairs of the LPBA, the Executive Committee is authorized to employ, on a full-time or part-time basis, an Executive Director. The Executive Director position will be filled as deemed appropriate and necessary by the President, with the approval of the Executive Committee. The terms, obligations and duties of the position of Executive Director are as follows:
(a) The LPBA will enter into a contract with any Executive Director to be hired, said contact to be negotiated by the sitting President, and approved by the Executive Committee.
(b) The Executive Director will be an independent contractor, and not an employee of the LPBA.
(c) The duties of the Executive Director will be, in general, to render staff assistance to officers, directors and committee Chairs of the LPBA, to maintain an LPBA office, and to handle the normal day-to-day business of the LPBA, as determined and directed by the Board. Specific responsibilities of the Executive Director will include, but not be limited to:
(1) Membership services, including membership renewals, new member solicitation, membership reports, and production of a biennial membership directory.
(2) Financial transactions, including processing accounts receivable and accounts payable, keeping and balancing all bank account records, credit card records and other financial records, and preparation of financial statements.
(3) Preparation for the annual meeting and the mid-year meeting of the LPBA, the quarter annual meetings of the Board and/or the Executive Committee, and other such meetings of officers as the President deems necessary, including attendance at all such meetings in the capacity of Executive Director.
(4) Meet all state requirements in order to obtain credit for Continuing Legal Education for all members entitled thereto, including filing of documents with the individual states.
(5) As directed by the President and Chair of the Law Journal Committee, perform all duties required as the staff assistant to the editor of the LPBA Law Journal.
(6) Provide appropriate space for, and maintain, the permanent records of the LPBA, including all financial records for the last 10 years, the minutes of all meetings of the Board, the Executive Committee, the annual meeting, and the mid-year meeting, and all items of correspondence identified by the President of the LPBA for permanent recording. All of these records shall be kept in a businesslike manner.
(7) Provide space and facilities for the LPBA to have its own telephone and facsimile number, both of which will be monitored during normal business hours. The Executive Director shall likewise arrange for a post office box for the LPBA.
(d) The Executive Director shall be reimbursed for actual costs of any expenses incurred on behalf of the LPBA, for which the President has given prior approval, including, but not limited to, monthly telephone service expenses and toll charges, post office box rental fees, postage, office supplies, and travel expenses for meetings.
(1) Suspension. The performance of duties by an Executive Director may be suspended at any time by the President for any act of moral turpitude or which, in the judgment of the President, brings discredit to the LPBA. In such event, the President will immediately advise the Board, and take steps to ensure that the day-to-day business of the LPBA is conducted during any period of suspension.
(2) Termination. Termination of an Executive Director before the expiration of an existing service agreement requires approval of two-thirds of the members of the Executive Committee.
(f) The President, with the approval of the Executive Committee, shall, from time to time, prepare a form of non-assignable independent service contract to be entered into by the LPBA and the Executive Director. No such contract shall exceed the term of 24 months, and any such agreement shall contain a non-assignability clause, and a clause permitting termination by either party on notice not to exceed 90 days.
Section 8.01 - Indemnification. The LPBA shall indemnify, to the fullest extent then permitted by law, any person who was or is a party or is threatened to be made a party against any and all expenses and liabilities actually and reasonably incurred by or imposed upon said person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, officer, employee or agent of LPBA, or is or was serving at the request of the LPBA as a Director, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, provided, however, that the LPBA shall indemnify any such agent (as opposed to any such Director, officer or employee) to the extent that the Board may, in their discretion, so determine. The LPBA may, by resolution by the Board or the Executive Committee, indemnify any Director, officer, trustee, employee or designated representative of the LPBA for any expenses or liabilities not otherwise indemnified by this Article.
Section 8.02 - Advance Payment of Expenses. Expenses, including attorney's fees, incurred in defending any action, suit or proceeding referred to in Section 8.01 of this Article may be paid by the LPBA in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the LPBA as authorized in this Article.
The provisions of this Article shall be applicable to all claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omission occurring prior to the adoption hereof, provided that no formal proceedings have been commended and served on the indemnitee.
Section 8.03 - Other Rights. The indemnification rights provided for in this Article shall not be deemed exclusive of any other rights to which said officer, Director, employee or designated representative of the LPBA may be entitled, under any law, By-law, agreement, ruling of the Board or otherwise, and shall not restrict the power of the LPBA to make any indemnification permitted by law. Indemnification as provided in this Article shall inure to benefit the heirs, executors, administrators, or other legal representatives of said indemnitee.
Section 9.01 - Procedure. Robert's Rules of Order, Revised, shall govern the conduct of all meetings of the Members, Board, Committees, and parliamentary procedures of the LPBA insofar as they are not consistent with applicable statutes, the Articles of Incorporation and these By-Laws, unless other specific procedure is provided by the Board.
CONFLICT OF INTEREST
Section 10.01 - Conflict of Interest. All officers, Directors, members or employees of the LPBA are forbidden from personally participating in LPBA action with respect to any contract, transaction, or other matter in which any such officer, Director, member or employee, has any interest, financial or otherwise, unless said officer, Director, member or employee makes full disclosure of the circumstances to the Board or the Executive Committee and said Board or Committee determines that:
(a) the interest is not so substantial as to affect the integrity of LPBA and the services being rendered by said officer, director, member or employee; or
(b) the interest of said officer, director, member or employee is too remote or too inconsequential to affect the integrity of LPBA and the services being rendered.
AMMENDMENTS AND EFFECTS
Section 11.01 - Force and Effect of By-Laws. These By-Laws are subject to the provisions of the New Jersey Business Corporation Act and the Certificate of Incorporation of the LPBA, as it may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision in that Act or the Certificate of Incorporation, the provision of that Act or the Certificate of Incorporation shall govern.
Section 11.02 - Amendments. Amendments to the By-Laws may be proposed by any member of the Board. Amendments shall be submitted to all members of the Board by mail at least thirty (30) days prior to consideration thereof by the Board. Amendments shall be adopted by a majority vote of the Board members voting at any regular meeting convened for such purpose, and shall become effective on such date as the Board shall determine.