BACKGROUND

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.

ARTICLE I

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:

(a) To uphold and defend the Constitutions of the United States and of Georgia;

(b) To function as a local bar association in concert with the guidelines of the State Bar of Georgia, to further the educational and charitable purposes and goals of the Association, and to serve as the liaison between the members of the Association and the community at large to raise the profile and prestige of the legal profession in the community;

(c) To encourage the participation of members of the Association in its annual Law Day activities and other matters relating to the interests of Association members who practice in Glynn County and its environs;

(d) To provide a means of informing its members concerning the Association; and

(e) To provide appropriate resources and information for the benefit of its members.

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.

ARTICLE II

MEMBERSHIP

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,

(1) has been admitted to practice law in another state and/or the District of Columbia;

(2) is a member of good standing (whether active or inactive) in the bar of another state and/or the District of Columbia; and

(3) resides in or works primarily in Glynn County or any county adjoining Glynn County, may be considered for membership in the Association by submitting a completed application form with the payment of annual dues.

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.

ARTICLE III

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.

ARTICLE IV

OFFICERS

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:

(a) The Chair shall be the Chief Executive Officer of the Association and shall be responsible for the administration of the Association, including general supervision of the policies, programs and decisions adopted by the Board of Directors. The Chair shall act as spokesperson for the Association; shall have the right to call and shall preside at all meetings of the Board of Directors and the Membership; shall appoint the chair and members of all committees of the Association who are to hold office during his or her term as Chair; shall plan and superintend the programs of the Association during his or her term, subject to the direction and approval of the Board of Directors; and shall keep the Board of Directors duly informed as to the administration and activities of the Association. At the conclusion of his or her term, the Chair shall become the Immediate Past Chair for a term of one year and shall serve on the Board of Directors ex officio.

(b) The Vice-Chair/Chair Elect shall automatically become Chair of the Association at the expiration of his or her term as Vice-Chair/Chair Elect. The Vice-Chair/Chair Elect shall aid the Chair in the performance of his or her responsibilities in such manner and to such extent as the Chair may request and shall, in the absence of the Chair, perform the duties of the Chair. The Vice Chair/Chair Elect shall oversee the development and maintenance of the Association's website.

(c) The Secretary shall consult with and assist all of the officers of the Association with the work of the Association generally in the manner and to the extent they may request; shall issue, or cause to be issued, notices of all meetings of the Board of Directors and the Membership; shall keep a true record of the proceedings of all meetings of the Board of Directors and of the Membership, whether assembled or acting under submission; shall have charge and custody of all minute books of the Association, and 5 shall communicate by email to the Membership any information or news that is relevant to the Association and its members.

(d) The Treasurer shall keep, or cause to be kept, an accurate record of all monies received or expended by the Association; shall monitor all accounts, reports and other documents prepared as to Association funds, revenues and expenditures, and seek to make certain that all such accounts, reports and other documents are, at all times, accurate and correct; shall periodically report to the Chair and the Board of Directors on the Association's present and projected financial condition; shall advise the officers and Board of Directors about the financial impact on any proposed action by the officers, Board of Directors or Association which, in his or her judgment, would have a significant impact on the Association; shall, at least once each year, prepare a projected budget to be submitted to the Board of Directors no later than thirty (30) days prior to the beginning of the next fiscal year; and shall prepare such other recommendations and reports on the financial affairs of the Association as may be requested by the Chair or the Board of Directors.

(e) The Immediate Past Chair shall serve ex officio in an advisory capacity to provide continuity from one year to the next. He or she may not succeed himself or herself as a member of the Board of Directors at the expiration of his or her term as Immediate Past Chair.

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.

ARTICLE V

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:

(a) With the input and participation of the entire Board of Directors, the Law Day Director shall be responsible for managing and directing the annual Law Day activities which shall take place during Law Week each year, which is the first week in May. No later than June 30 each year, the Board of Directors shall elect from the Membership the Law Day Director- Elect, who will serve a term of six (6) months and shall become the Law Day Director at the expiration of his or her term as Law Day Director-Elect. The Law Day Director and the Law Day Director Elect shall collaborate to effect a smooth transition from one year to the next to ensure the success of the Association's Law Week activities and traditions.

(b) With the input of the entire Board of Directors, the Hospitality/Social Director shall be responsible for managing and directing the Association's monthly luncheon/program meetings and social gatherings, as well as working closely with the Law Day Director to plan and organize Law Week events and activities. The Hospitality/Social Director shall assist the Secretary in preparing and sending special invitations and notices for meetings and events and receiving and tabulating the responses.

(c) The Mock Trial Director shall be responsible for conducting the Mock Trial competition for the Brunswick Judicial District in cooperation with the State Bar of Georgia and shall enlist the assistance of other members of the Board and of the Membership as necessary to ensure a successful competition.

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.

ARTICLE VI

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.

ARTICLE VII

FINANCIAL MATTERS

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.

ARTICLE VIII

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.

ARTICLE IX

INDEMNIFICATION

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:

(a) any breach of such person's duty of loyalty to the Association or its members;

(b) any act or omission by such person which was not taken in good faith, which involved intentional misconduct, or in which such person had reason to believe that his or her actions were unlawful;

(c) any transaction from which such person derived any improper personal benefit (all of which shall be referred to hereinafter as "Exclusions").

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.

ARTICLE X

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.

Respectfully submitted,

____________________________________, Secretary

John McQuigg