Section 1. Name. The name of this organization is the Young Lawyers Division of the Jefferson Bar Association (hereinafter, the "Division"). The Jefferson Bar Association is sometimes referred to herein as the "Association."
Section 2. Purpose. The purpose of the Division shall be to further the objective of the Division, to stimulate the interest of young lawyers in the activities of the Association, to conduct programs of interest and value to young lawyers, to assist the Association and its Committees, and to assist in the establishment, improvement and coordination of active young lawyers' programs with the Association.
ARTICLE II. MEMBERSHIP
Section 1. Membership. All members of the Association in good standing under thirty-nine years of age or who have been admitted to their first Bar less than five years shall be members of the Division. Membership in the Division shall terminate automatically at the end of the fiscal year of the Association during which a member attains thirty-nine years of age or five years after admission to their first Bar, whichever occurs last.
Section 2. Law Students. Law students who are admitted to the Association will be considered members of the Division. However, in no event may such law student member of the Division vote or hold any elective office of the Division.
ARTICLE III. FISCAL YEAR
The fiscal year of the Division shall coincide with the fiscal year of the Association.
ARTICLE IV. DIRECTORS
Section 1. Board of Directors. The Board of Directors of the Division ("Board") shall consist of not less than five (5) nor more than eight (8) directors ("Directors"). Directors shall be appointed annually by the officers of the Division. Nominations for candidates for Directors may be submitted to the Chairperson of the Division by any member of the Association, annually on or before December 1.
Section 2: Duties of Board of Directors. The Board shall have and may exercise, upon the necessary vote as provided herein, all of the powers of the Division except as otherwise provided in these By-Laws. No funds of the Association shall be obligated or disbursed without the approval of the Association Board of Directors or the Association Executive Committee, or by majority vote of the active members present at any Association meeting. Each Director has the duty to further the purpose of the Division, as set forth in Article 1, Section 2, above, through active participation in the meetings, programs, and activities of the Division and the Association. Such active participation shall include, but is not limited to, attendance at and participation in all meetings of the Board, subject to no more than three excused absences, and active involvement in the work of at least one committee established by the Board.
Section 3: Removal from Office. A Director may be removed from office for delinquency in attendance, inefficiency, neglect of duty, or for any other substantial cause only upon the two-thirds vote of the Directors present at a meeting of the Board. Notice of such meeting and the action contemplated shall be given to all Directors at least 60 days in advance.
ARTICLE V. OFFICERS
Section 1. Elected Officers. The officers of the Division shall be appointed annually by the previous years' officers from the membership of the Board, and shall be as follows and in the order named:
d. Immediate Past-Chairperson
Section 2. Terms. All officers of the Division will serve a term in office co-terminus with that of the President of the Association, unless earlier removed from office, in accordance with these bylaws. No person shall serve as Chairperson more than one term.
Section 3. Vacancies of Office. Upon completion of the term, or in case of death, incapacity, resignation, or removal of the Chairperson, the Chairperson-Elect shall succeed to office. In case of death, incapacity, resignation, or removal of any other officer in accordance with these bylaws, or of any member of the Board, the vacancy shall be filled through appointment by the remaining officers .
Section 4. Removal from Office. An officer may be removed from office for delinquency in attendance, inefficiency, neglect of duty, or for any other substantial cause only upon the two-thirds vote of the Directors present at a meeting of the Board. Notice of such meeting and the action contemplated shall be given to all Directors at least 60 days in advance.
ARTICLE VI. DUTIES OF OFFICERS
Section 1. Chairperson. The Chairperson shall be the chief executive officer of the Division. The Chairperson shall issue notice of all meetings of the Board, shall preside at all the meetings, and shall prepare a report of the activities of the Division for the period of the Chairperson's term of office for submission to the Association at its annual meeting. The Chairperson shall be responsible for publication of the Division's activities. The Chairperson shall be the representative of the Division on the Board of Directors of the Association and shall report to the Board on a regular basis on the actions of the Association. The Chairperson shall present to the Board any business warranting the Board's consideration and shall transmit the results of such consideration to the Association Board of Directors.
Section 2. Vice-Chairperson/Chairperson-Elect. The Chairperson-Elect shall perform duties as may be assigned by the Chairperson. During any period in which the Chairperson is unable to act, the Chairperson-Elect shall perform the duties of the Chairperson.
Section 3. Secretary/Treasurer. The Secretary/Treasurer shall keep minutes of the proceedings of the Board and distribute these minutes to members of the Board. The Secretary shall keep records of the Directors' attendance at meetings of the Board, excused absences, and participation in Committees of the Board. Additionally, the Secretary/Treasurer shall keep record of the receipts and expenditures of the Division and shall report to the Association Board of Directors on those receipts and expenditures. The Treasurer shall consult with program chairpersons regarding their program budgets.
ARTICLE VII. MEETINGS
Section 1. Board Meetings. The Board shall meet quarterly, at such times and places, and on such notice, as they may determine. The first regular meeting of each newly-appointed Board shall be held in the month January, every year. One-third of the Directors shall constitute a quorum for any regular meeting of the Board. Meeting attendance may be via telephone conference call.
Section 2. Special Meetings. Special meetings of the Board may be called, on two (2) days' notice to all Board members, by the Chairperson or by any other two officers. When a special meeting is called, the notice shall specify the nature of the business to be presented, and no other business shall be conducted. One-third of the Directors shall constitute a quorum for any special meeting of the Board. Some or all of the Directors may participate in the meeting by telephone conference call.
Section 3. Board Action by Poll in Lieu of Meeting. Whenever the Chairperson or any two officers determine that some action by the Board must be considered under circumstances that make it impracticable to decide the matter at a regular or special meeting of the Board, the Board may act by telephone or e-mail poll of the Directors, in accordance with a written notice of the proposed action to be considered, and that it will be decided by a telephone or e-mail poll of the Directors as specified in the notice. In the event the Board is to consider any action by telephone or e-mail poll of the Directors, best efforts shall be used to actually contact all Directors. No action of the Board shall be taken by telephone or e-mail poll of the Directors unless responses (other than abstentions) are received from a majority of the Directors then holding office.
Section 4. Notice of Division Meetings. Except as otherwise required by these By-Laws, notice of the time, date, and place of all business meetings of the Division shall be delivered by the Chairperson to each member in good standing at least twenty (20) days prior to such meeting, unless the nature of the meeting is such that shorter notice cannot be avoided.
Section 5. Rules of Order. The rules of order shall consist of the following (in the order stated):
a. The By-Laws of the Association
b. The By-Laws of this Division;
c. The most current available edition of Robert's Rules of Order, Revised.
ARTICLE VIII. AMENDMENT
These By-Laws may be amended, supplemented, or repealed and/or new By-Laws adopted by majority vote of the Board attending a regular or special meeting duly held, provided a quorum is present and fifteen (15) days prior written notice of the purpose has been given to all Directors.