GLYNN COUNTY BAR ASSOCIATION BYLaws
For many years, lawyers in Glynn County, Georgia, and neighboring counties participated in the Brunswick-Glynn County Bar Association. Following research of the records of the Georgia Secretary of State and of the State Bar of Georgia, the 2009 Board of Directors of the Association found no records indicating that the Association had ever been formally incorporated as a nonprofit corporation or that bylaws of the association were in existence. In order to establish (or re-establish) the formal existence of the Association, this Board resolved to authorize the Chair to incorporate the Association as the Glynn County Bar Association, Inc. and to adopt new bylaws that would memorialize and reflect the spirit of the Board's current practices and procedures. Glynn County Bar Association, Inc. was incorporated as a Georgia nonprofit corporation on October 5, 2009, pursuant to which the following Bylaws were adopted on November 30, 2009.
NAME, PURPOSE, FISCAL YEAR, ANNUAL MEETING, DEFINITIONS
SECTION 1.01 NAME
The name of this bar association shall be the Glynn County Bar Association, Inc. and shall hereinafter be designated as "the Association." Its registered office shall be that designated in its annual registration with the Georgia Secretary of State.
SECTION 1.02 PURPOSE
The general purposes of the Association shall be the promotion of the profession of Law and of the collegiality, professionalism and ethics of lawyers practicing in and around Brunswick and Glynn County, Georgia. To that end, the purposes of this Association shall be:
SECTION 1.03 FISCAL YEAR
The fiscal year of the Association shall be from January 1 through December 31.
SECTION 1.04 ANNUAL MEETING
The Annual Meeting of the Association shall be the October monthly meeting.
SECTION 1.05 DEFINITIONS
The terms Membership, Chair, Vice-Chair/Chair-Elect, Secretary, Treasurer, Board of Directors and similar terms when used herein shall, unless otherwise designated, refer respectively to the Membership, Chair, Vice-Chair/Chair-Elect, Secretary, Treasurer and Board of Directors of this Association.
SECTION 2.01 ENROLLMENT
Any member of State Bar of Georgia who is in good standing, upon request to the Association, shall be enrolled as a member of the Association by submitting a completed application form with the payment of annual dues. From time to time, the Board of Directors may establish additional categories of membership, including exempt membership for whom the payment of dues may be waived.
On July 9, 2013, the Glynn County Bar Association Board of Directors voted to add an additional category of membership as follows:
Any attorney who,
SECTION 2.02 THE MEMBERSHIP
Members so enrolled and whose dues are paid pursuant to the provisions of this Article shall constitute the Membership of the Association.
SECTION 2.03 DUES
Annual dues for membership in the Association shall be in an amount set by the Board of Directors in accordance with Section 5.02 hereof and shall be due and payable at the time of enrollment and, thereafter, on January 1 of each year.
SECTION 2.04 DELINQUENCY
Except for exempt members, any member of the Association who has not paid the annual dues by March 1st of each year or who fails to remain in good standing with the State Bar of Georgia shall automatically cease to be a member of the Association until reinstated through the payment of Annual Dues and return to good standing.
MEETINGS OF THE MEMBERS
SECTION 3.01 MEETINGS
Regular meetings of the Membership shall consist of the following: luncheon/program meetings and social gatherings as determined by the Board of Directors. The October luncheon meeting of each year shall be deemed to be the Annual Meeting. Otherwise, special meetings of the Membership shall be held upon the call of the Chair, a majority of the Board of Directors then in office or at the written request delivered to the Chair and the Secretary of at least twenty-five percent (25%) of the members of the Association.
SECTION 3.02 PLACE OF MEETINGS
Meetings of the Membership may take place anywhere the Board of Directors or the special Notice specifies.
SECTION 3.03 NOTICE
Notice of any Meeting of the Membership shall be mailed or e-mailed at least ten (10) days prior thereto by mailing or e-mailing notice of the place and purpose of the meeting to each member of the Association at the address or e-mail address of such member as shown on the Association's records.
SECTION 3.04 QUORUM
The members of the Association present at any meeting shall constitute a quorum for the transaction of business.
SECTION 3.05 CONTROLLING VOTE
Actions of the Association subject to the vote of the Membership shall be by majority vote of the voting members present.
SECTION 3.06 VOTING ELIGIBILITY
Any member of the Association as reflected on its records shall be eligible to vote, and each such person shall have one (1) vote.
SECTION 3.07 MAIL VOTING
The Board of Directors may direct that a matter be submitted to the membership for vote by mail or e-mail. In that event, binding action of the Association subject to a vote of the Membership shall be by a majority of the votes received from members in accordance with the rules fixed by the Board of Directors.
SECTION 4.01 OFFICERS
The officers of the Association shall consist of a Chair, a Vice-Chair/Chair Elect, a Secretary, a Treasurer, and the Immediate Past Chair. Each officer shall be elected for a one (1) year term by the voting members of the Association, pursuant to the procedures set forth in Article VI of these Bylaws. The officers shall assume office on January 1 of each year. To ensure continuity, consistency and recognition for service, the Chair will be succeeded by the Vice Chair/Chair-Elect, and the Chair will become the Immediate Past Chair as provided in Section 4.02 below.
SECTION 4.02 DUTIES AND AUTHORITY
The officers shall have such duties and authority as generally pertain to their respective offices, as well as such duties and authority as from time to time may be designated by the Board of Directors provided that such duties and authority are not inconsistent with other provisions of these Bylaws. Without limitation upon any of the foregoing:
SECTION 4.03 ELIGIBILITY
All members of the Association who have served on the Board of Directors for one (1) of the previous five (5) years shall be eligible to hold office as Treasurer or Secretary. All members of the Association who have served on the Board of Directors for two (2) of the previous five (5) years shall be eligible to hold office as Vice Chair/Chair-Elect. All officers must maintain their eligibility throughout their term. Except as otherwise provided in these Bylaws, officers may succeed themselves in office.
SECTION 4.04 VACANCIES
In the event a vacancy occurs in the office of Chair as a result of death, resignation or otherwise, the Vice-Chair/Chair Elect shall perform the duties and functions of that office for the remainder of the term in which such vacancy occurs. The fact that such vacancy is filled by the Vice-Chair/Chair Elect shall not affect such person's succession to the office of Chair at the expiration of the term for which he or she was chosen to serve as Vice-Chair/Chair Elect, any provisions in these Bylaws to the contrary notwithstanding. In the event a vacancy occurs in the office of Vice-Chair/Chair-Elect, the Secretary shall serve as Acting Vice-Chair/Chair-Elect as well as in the position of Secretary until the end of the term.
In the event a vacancy occurs in the office of Secretary, the Treasurer shall serve as Acting Secretary as well as in the position of Treasurer until the end of the term. In the event a vacancy occurs in the office of Treasurer, the Chair shall appoint a member of the Board to serve as Acting Treasurer until the end of the term. In the event of multiple vacancies, the Board of Directors shall appoint a member of the Board or a member of the Association to fill any position that remains vacant until the end of the term. Service as an appointee in a position may be counted for eligibility to serve as an officer of the Association.
SECTION 4.05 COMPENSATION
Officers of the Association shall not receive any compensation for their services as officers, but they may be entitled to the reimbursement of reasonable and necessary expenses, if any, incurred by them as officers, provided that nothing herein contained shall be construed to preclude any such officer from serving the Association in any other capacity and receiving compensation in that regard.
BOARD OF DIRECTORS
SECTION 5.01 COMPOSITION
There shall be a Board of Directors of the Association which shall be composed of the five (5) Officers described in Article IV of these Bylaws and up to six (6) additional directors who shall be members in good standing of the Association. Unless otherwise provided by the Board of Directors, four (4) of the additional directors shall serve as the Law Day Director, the Law Day Director-Elect, the Social/Hospitality Director and the Mock Trial Director, respectively, as provided below.
By a majority vote of the Board of Directors, the number of Directors may be modified by an amendment to the Bylaws to that effect as provided in Section 8.02. Except for the Chair, the Law Day Director and the Law Day Director-Elect, the members of the Board of Directors shall be elected at the Annual Meeting each year and shall assume office on January 1 of the following year for a term of one year. Except as otherwise provided herein, directors may succeed themselves in office.
SECTION 5.02 DUTIES AND AUTHORITY
The Board of Directors shall be responsible for conducting the affairs and business of the Association, shall formulate the general policies of the Association subject to these Bylaws and the Articles of Incorporation of the Association, and shall be empowered to fix and prorate annual Association dues, provided that such dues shall be fixed and determined and an annual proposed budget shall be approved by not later than thirty (30) days prior to the first day of the following fiscal year. It shall be the affirmative duty of the Board of Directors and each member thereof to assure that the Association makes no financial or other commitments during any fiscal year which exceed the sum of funds on hand at the beginning of the fiscal year and revenues or other appropriations to be received by the Association during that fiscal year.
The Board of Directors shall publish and update its annual calendar of events to the Membership as soon as practicable following its first meeting of the new fiscal year. Any member of the Board of Directors shall be available for appointment as a project or committee Chair. Without limitation upon any of the foregoing:
SECTION 5.03 PROJECTS AND COMMITTEES
The Chair of the Board of Directors of the Association may establish such projects and committees as may from time to time be deemed necessary or appropriate, and the Chair shall appoint chairs and members thereof, the chair and members of any such projects and committees to serve for the remainder of the Chair's term of office unless appointed for a shorter period.
SECTION 5.04 MEETINGS
The Board of Directors shall meet monthly or more frequently as necessary for the conducting of Association business at such place as may from time to time be fixed by resolution of the Board of Directors or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may be fixed by resolution of the Board of Directors and special meetings may be held at any time upon call of the Chair or a majority of the voting members of the Board of Directors on one (1) day's notice to each Director, either personally or by mail, facsimile, telephone or e-mail.
Notice need not be given of regular meetings held at times fixed by resolution of the Board of Directors. No notice of any meeting need be given any member of the Board of Directors who at any time before or after the meeting waives notice of the meeting in writing or who attends such meeting, unless at the beginning of such meeting, he or she states an objection to the place or time of the meeting, or to the manner in which it has been called.
SECTION 5.05 QUORUM AND CONTROLLING VOTE
At all meetings of the Board of Directors, forty percent (40%) of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and a vote of a majority of the members of the Board of Directors present and voting shall be 8 the act of the Board of Directors. In the event of a tie vote, the Chair shall vote to break the tie.
SECTION 5.06 ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent setting forth the action so taken shall be signed by all members of the Board of Directors and such unanimous written consent is filed with the minutes of the proceedings of the Board of Directors.
SECTION 5.07 RESIGNATION AND REMOVAL
(a) A member of the Board of Directors may resign from his or her position by submitting a notice of resignation in writing to the Chair and the Secretary of the Board of Directors. The resignation will become effective as of the date specified in the notice or immediately if no date is specified in the notice.
(b) A member of the Board of Directors may be removed from his or her position involuntarily for cause by the vote of two-thirds of the entire Board of Directors not including the director to be removed. (For purposes of removing a director, the vote must be of the entire Board of Directors not including the director to be removed or vacant positions, not a quorum of the Board as specified in Section 5.05.) Notwithstanding the foregoing, any member of the Board of Directors who misses three consecutive regular meetings of the Board may be removed from the Board by a majority vote of a regular quorum of the Board of Directors.
SECTION 5.08 VACANCIES
Any vacancy in a non-officer position on the Board of Directors shall be filled by interim appointment of a member of the Association eligible to hold that position by the Board of Directors then in office. The appointee shall serve until the end of the term of office, and such service as an appointee shall count toward the eligibility criteria for election to be an officer. Vacancies for officer positions will be filled as provided in Section 4.04.
SECTION 5.09 COMPENSATION
Members of the Board of Directors of the Association shall not receive any compensation for their services as Directors, but they may be entitled to the reimbursement of reasonable and necessary expenses, if any, incurred by them as members of the Board of Directors, provided that nothing herein contained shall be construed to preclude any such member from serving the Association in any other capacity and receiving compensation in that regard. The compensation of employees, agents, vendors and consultants of the Association shall be fixed by the Board of Directors.
NOMINATING PROCEDURES; ELECTIONS
SECTION 6.01 SCOPE
This Article shall govern the procedures for the nomination and election of candidates for the positions of officers and directors of the Association. The positions of Chair, Law Day Director and Law Day Director-Elect will not be subject to election since the Chair-Elect will become the Chair, and the Law Day Director-Elect will become the Law Day Director. The new Law Day Director-Elect will be appointed by the Board of Directors as provided in Section 5.02(a) above.
SECTION 6.02 NOMINATING COMMITTEE
The Nominating Committee shall consist of the Board of Directors. The presence of a majority of the Nominating Committee shall constitute a quorum for the transaction of business and a majority of the members present and voting shall be required to nominate any person for any office or position.
SECTION 6.03 DUTIES OF NOMINATING COMMITTEE
In September of each year, the Nominating Committee shall call for nominations to be submitted by the Members for all open officer and director positions. Guided but not bound by the nominations submitted, the Nominating Committee shall select and nominate, in its sole discretion, from the Membership of the Association a slate of officers and directors of the Association for the following fiscal year. In doing so, the Nominating Committee shall be bound by the eligibility criteria for officers set forth in Section 4.03 above and for directors set forth in Section 5.01 above.
SECTION 6.04 NOTIFICATION TO MEMBERS OF NOMINATIONS
Not later than ten (10) days prior to the October meeting of the Membership, the Secretary of the Association shall send the notice of the Annual Meeting to the Membership and shall include therein the notice of elections and the slate of nominations selected by the Nominating Committee.
SECTION 6.05 VOTING; ELECTION
Voting shall be in person at the Annual Meeting of the Membership. The Chair shall present the slate of nominations to the Membership and shall conduct an election for each open position in the order presented on the slate, beginning with the position of Chair-Elect. Any member in good standing may nominate a candidate from the floor. A candidate for a position must receive a majority of the votes cast to be elected. The Chair shall ask for nominations from the floor of additional candidates who meet the eligibility criteria for each position in order. If no other candidate is nominated for the position, the Chair will declare that the slated nominee is elected by a unanimous vote. If one or more other candidates are nominated from the floor, the Secretary will confirm their eligibility, and the Chair will call for an election by secret ballot.
The Secretary will distribute paper ballots to each member present and voting to cast a vote for one of the candidates for the contested position. The Secretary and the Treasurer will collect and tally the votes and report the results to the Chair, who will announce the winner of the election to the Membership. If no candidate for a position receives a majority of the votes, the two candidates with the most votes will compete in a run-off election, which will follow this same procedure until one receives a majority of the votes cast. This procedure shall be followed until elections have been completed for each officer and director position to be filled. Those elected for each position shall take office on January 1 of the following year.
SECTION 7.01 BANK ACCOUNT; DEPOSIT AND HANDLING OF ASSOCIATION MONIES; TAX EXEMPT STATUS
The Board of Directors shall maintain a bank account at a local bank that is fully insured by the FDIC. Funds of the Association shall be deposited in the Association's account promptly upon receipt and shall be disbursed by the Treasurer to pay bills of the Association which have been approved for payment by the Chair or Treasurer of the Association. The Chair and the Treasurer shall be authorized to sign checks on behalf of the Association, and all checks in excess of $1000 shall be signed by both the Chair and the Treasurer.
The Board of Directors shall take all necessary and appropriate action to become certified by the Internal Revenue Service as a tax exempt organization under the relevant provisions of Section 501(c) of the Internal Revenue Code in accordance with the provisions of the Association's Articles of Incorporation.
SECTION 7.02 EXPENDITURE OF ASSOCIATION MONIES
Funds of the Association shall be expended only for purposes related to the activities of the Association in such manner as may be determined by the Board of Directors.
EFFECTIVE DATE AND TRANSITION; AMENDMENTS
SECTION 8.01 EFFECTIVE DATE AND TRANSITION
Acknowledging (a) that the Association has existed as an unincorporated organization for many years and has conducted its affairs without formal bylaws during that time and (b) that the 2009 Board of Directors authorized the Chair to incorporate the Association and wishes to adopt more formal bylaws, these Bylaws shall become effective as of November 30, 2009. The officers and directors in office prior to the adoption of these Bylaws shall continue to serve in those positions until December 31, 2010, and the persons nominated and elected as a slate to serve as the 2010 officers and directors at the October 2009 meeting of the Association shall serve accordingly during fiscal year 2010.
SECTION 8.02 AMENDMENTS
These Bylaws may be amended or repealed by the affirmative vote of two-thirds of the members of the Board of Directors then holding office at any meeting of the Board of Directors, or by the majority vote of the members of the Association present at a meeting of the members called and conducted in accordance with the provisions of Article III.
SECTION 9.01 INDEMNIFICATION OF OFFICERS AND DIRECTORS
To the full extent permitted by the laws of the State of Georgia, including future amendments to those laws, the Association shall indemnify and hold harmless each officer and director of the Association against any and all claims, liabilities and expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person may have become subject by reason of having held such a position or having allegedly taken or failed to take any action in connection with such position (hereinafter referred to as "Indemnification.")
However, the foregoing shall not apply to:
SECTION 9.02 DETERMINATION OF ENTITLEMENT OF OFFICERS AND DIRECTORS TO INDEMNIFICATION
The decision concerning whether an officer or director seeking Indemnification has satisfied the provisions of Section 9.01 shall be made by (a) the Board of Directors by the majority vote of a quorum consisting of directors who are not parties to the suit, action or proceeding giving rise the claim for indemnity ("Disinterested Directors"), whether or not such majority constitutes a quorum as otherwise provided in these Bylaws, or (b) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in written opinion or by a vote of the Membership.
SECTION 9.03 INDEMNIFICATION OF EMPLOYEES, AGENTS, AND FORMER OFFICERS AND DIRECTORS
By a two-thirds majority vote, the Board of Directors may elect to offer Indemnification subject to Exclusions to any employee, agent or former officer or director of the Association.
APPROVAL AND ACCEPTANCE
These Bylaws of Glynn County Bar Association, Inc. were duly approved and accepted by the unanimous vote of the Board of Directors of the Association as constituted on November 30, 2009.