Bylaws
ARTICLE I
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 17316 Soper Street, Post Office Box
685, Poolesville, Maryland 20837, or such other location as the
Board may designate.
ARTICLE II
MEMBERSHIP
Section 2.01 - Eligibility and Classification. There
shall be five classes of membership as follows:
(a) 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.
(b) Non-voting associate membership shall be available
to all persons who are duly licensed to practice law and who have
an interest in aviation safety and aviation law.
(c) Non-voting junior membership shall be available
to students enrolled in and currently attending a law school and
who have an interest in aviation safety and aviation law.
(d) Non-voting patron membership shall be available
to all persons who or firms or corporations which have an interest
in aviation safety and aviation law.
(e) Non-voting honorary membership shall be available
to those persons who are selected for same by the Board.
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.
ARTICLE III
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.
ARTICLE IV
COMMITTEES
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 eight Standing Operating Committees as set forth
in Sections 4.07, 4.08, 4.10, 4.11, 4.12 and 4.13 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.
Section 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:
President
President Elect
Secretary
Treasurer
Immediate Past President
Convention Chair
Editor of the Journal
Chair: President
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:
Treasurer
Chair of Journal Committee
Chair of Convention Committee
Chair of Membership Committee
Chair of Publicity Committee
Chair: Treasurer
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.
Chair: Secretary
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 4.14 below, and the responsibilities of
which shall be:
(a) 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.
(b) to distribute notices of events of the LPBA to appropriate
news media organizations for publication.
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 meeting.
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 - Membership of Standing Operating Committees.
The membership of each Standing Operating Committee shall:
(a) 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
(b) have a Chair who shall be nominated by the President,
except, however, the President Elect shall serve as Chair of the
Program Committee, and
(c) have no member who is a member of any other Standing
Operating Committee.
Section 4.15 - 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.
ARTICLE V
ELECTIONS
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.
ARTICLE VI
OFFICERS
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.
ARTICLE VII
MANAGEMENT
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.
(e) Termination.
(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.
ARTICLE VIII
INDEMNIFICATION
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.
ARTICLE IX
PROCEDURE
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.
ARTICLE X
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.
ARTICLE XI
AMMENDMENTS AND EFFECTS
OF BY-LAWS
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. |
