MBA Bylaws
Adopted by the House of Delegates: May
19, 2010
Approved by the MBA membership on July 21, 2010
ARTICLE I - Name
Massachusetts Bar Association, Inc.
ARTICLE II - Purpose
To serve the legal profession and the public by promoting
the administration of justice, legal education, professional
excellence, diversity and unity in the legal profession and respect
for the law.
ARTICLE III - Diversity Statement
The Massachusetts Bar Association (the "Association")
encourages diversity of gender, gender identity and expression,
sexual orientation, race, color, creed, age, disability, ethnic
origin and geographic representation in its membership, Officers,
House of Delegates (the "HOD"), Executive Management Board (the
"EMB"), Section Councils and Committees.
ARTICLE IV - Membership
Section 1. Membership. Any member of the
Bar of the Commonwealth of Massachusetts in good standing may
become a member of the Association and only such members may vote
and hold office in the Association. Other categories of membership
may be established by the EMB. Any member of the Association, who
has been admitted to the bar for fifty (50) years and is a current
member of the Association in good standing, shall automatically
become a life member of the Association and be exempt from paying
annual dues.
Section 2. Dues. The dues for membership shall
be determined annually by the EMB and shall be payable in September
of each year. Various categories of membership may be established,
approved and revised by the EMB from time to time. For good cause,
the Treasurer shall have the right to waive, cancel or partially
remit any obligation for dues. Any member of the Association who
fails to pay dues within a reasonable time may be dropped from
membership by order of the President.
Section 3. Annual and Other Meetings. The
Annual meeting of the members of the Association shall be called by
a majority of the HOD, a majority of the EMB or the President.
Except for special meetings called pursuant to Article VI
Section 9, special meetings of the members of the Association may
be called at any time either by a majority of the HOD, by a
majority of the EMB, by the President or, if requested in writing
by no fewer than one hundred (100) members of the Association, by
the Secretary.
Section 4. Place of Meetings. All meetings of
the members of the Association shall be held at such place as is
fixed by the President or, if the President shall not act, by the
EMB and specified in the Notice of the meeting.
Section 5. Notice of Meetings. Notice of any
meeting of the members of the Association shall be given in
accordance with Article X, Section 13 at least twenty (20) days
prior to the date of such meeting and by the Secretary or any other
Officer of the Association.
Section 6. Quorum. At any meeting of the
members of the Association, a quorum shall consist of no fewer than
fifty (50) members of the Association who are entitled to vote.
Fewer than a quorum may adjourn any meeting from time to time, and
the meeting may be held as adjourned without further notice.
Section 7. Voting and Proxies. Members of the
Association shall have the right to vote in accordance with the
provisions of Article X Section 9 and hold office in the
Association. A member of the Association may not vote by
proxy.
ARTICLE V - House of Delegates
Section 1. Powers. All public policy and advocacy
issues of the Association shall be managed by a HOD which shall be
a representative body of the members that exercises all public
policy making and advocacy powers of the Association, except as
otherwise provided by law, the Articles of Organization or these
Bylaws.
Section 2. Membership. The HOD, each member of
which shall be a member of the Association, shall consist of the
President, the President-Elect, two (2) Vice Presidents, the
Treasurer, the Secretary, the two (2) most recent former Presidents
of the Association who are willing and able to serve, eighteen (18)
Regional Delegates elected by the membership from their respective
regions as described in Section 3 below, seven (7) At-Large
Delegates nominated by the Nominating Committee and elected by the
HOD following the election of the HOD, as provided herein, the
Chair of the Young Lawyers Division, the State Delegate to the
House of Delegates of the American Bar Association, the President
of the Massachusetts Bar Foundation, Inc. and the President or his
or her designee (provided he or she shall be a member of this
Association) from the following affiliated bar organizations: the
County Bar Associations (for the purpose of these Bylaws, the
Boston Bar Association shall be the Bar Association for Suffolk
County), the Asian American Lawyers Association of
Massachusetts, the City Solicitors and the Town Counsel
Association, the Federal Bar Association - Massachusetts
Chapter, the Massachusetts Academy of Trial Attorneys, the
Massachusetts Association of Hispanic Attorneys, the
Massachusetts Association of Women Lawyers, the Massachusetts Black
Lawyers Association, the Massachusetts Defense Lawyers Association,
the Massachusetts Lesbian & Gay Bar Association, the National
Academy of Elder Law Attorneys - Massachusetts Chapter, the
Real Estate Bar Association for Massachusetts, the South Asian Bar
Association of Greater Boston, the Women's Bar Association, a
representative who is a member of this Association from each
additional affiliated bar association approved by the EMB after the
adoption of these Bylaws pursuant to Section 4 of this Article V,
and a chair of each Section Council or his or her designee.
Section 3. Regional Delegates. The eighteen
(18) Regional Delegates shall be elected pursuant to the procedures
set forth in Article VI, Section 2 hereof by members of the
Association entitled to vote from the ten regions as follows:
Region 1 -Barnstable, Dukes and Nantucket -one (1) delegate; Region
2 -Plymouth -one (1) delegate; Region 3 ¬Bristol -one (1) delegate;
Region 4 -Berkshire, Franklin and Hampshire -one (1) delegate;
Region 5 -Hampden -one (1) delegate; Region 6 -Essex -two (2)
delegates; Region 7 -Middlesex -three (3) delegates; Region 8
-Norfolk -two (2) delegates; Region 9 -Suffolk -four (4) delegates;
Region 10 -Worcester -two (2) delegates. A Regional Delegate must
have his/her principal office within the region. No person shall
serve as a Regional Delegate for more than three (3) consecutive
years unless authorized by majority vote of the EMB, upon the
recommendation of the President.
Section 4. Affiliated Associations. Any
statewide voluntary bar association not listed in Section 2 above
may apply to the EMB to become an Affiliated Bar Organization. In
accordance with a written policy regarding the admission of bar
associations, the EMB shall review each bar association's
purpose, activities and membership to determine whether the bar
association by its representation in the HOD shall enhance the
fulfillment of the purposes of the Association and assist the
Association in the furtherance of its policies and activities. The
primary purpose of the bar association must be other than social in
nature, and at least one-third (1/3) of its members must be members
of the Association.
A determination of whether the Applicant Association is to be
initially admitted to the House of Delegates of the Association,
and retained as a member thereafter will be made by the Executive
Management Board following a review of all relevant information
submitted by the Applicant Association at the time of application
and annually thereafter.
Any Affiliated Association that fails to meet these membership
requirements over any given Association fiscal year will have a
probationary period of the following Association year to recover
sufficiently their membership levels. If such Affiliated
Association fails to meet the membership requirements in such
following Association year, it will not be entitled to
representation in the House of Delegates. Recertification or
decertification of any Affiliated Association shall be by action of
the Executive Management Board upon a recommendation from the
President.
Section 5. Tenure. The members of the HOD shall
serve for terms commencing on September 1st of the Association year
following their election or appointment, or upon their election or
appointment if the same shall occur after September 1st of the
Association year, and terminating on August 31st of that
Association year, or upon the election of their successors if such
election shall occur after the start of the next Association year.
Any Delegate may resign by delivering his or her written
resignation to the Association at its principal office or to the
President or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time
or upon the happening of some other event.
Section 6. Removal. A Delegate, whether
elected, appointed or serving as a representative of another Bar
Association, may be removed from office with cause by a vote of the
majority of the Delegates then in office. A Delegate may be removed
only after reasonable notice and opportunity to be heard before the
HOD.
Section 7. Regular and Other Meetings. The HOD
shall meet no fewer than three (3) times per year at such times and
locations as may be designated by the President, or, if the
President shall not so act, by a majority of the then duly elected
Delegates. Other meetings of the HOD may be called at such times
and locations as may be designated by the President, or, if the
President shall not so act, by a majority of the then duly elected
Delegates. Delegates may not vote by proxy.
Section 8. Notice of Meetings. Notice of
regular HOD meetings shall be given in accordance with Article X
Section 13 to all Delegates by the Secretary no fewer than seven
(7) days before the meeting. Notice of other HOD meetings shall be
given to all Delegates by the Secretary either in person or in
accordance with Article X Section 13 no fewer than forty-eight (48)
hours before the meeting. Such notice shall not preclude amendment
of the agenda by majority vote of those in attendance at a duly
noticed meeting. Notice need not be given to a Delegate if a
written waiver of notice is executed by such Delegate before or
after a meeting and is filed with the records of the meeting, or to
any Delegate who attends the meeting without objecting prior
thereto or at its commencement of the lack of notice to such
Delegate.
Section 9. Quorum. At any meeting of the HOD, a
quorum shall consist of no fewer than thirty (30) members of the
HOD. Fewer than a quorum may adjourn any meeting from time to time,
and the meeting may be held as adjourned without further
notice.
Section 10. Action at a Meeting. At any meeting
of the HOD at which a quorum is present, a majority of those
present may take any action on behalf of the HOD, except to the
extent that a larger number is required by law, the Articles of
Organization or these Bylaws.
Section 11. Action Without a Meeting. Any
action by the HOD may be taken without a meeting if a written
consent by mail or electronic mail thereto is signed by a majority
of the Delegates then in office and filed with the records of the
meetings of the HOD. Such consent shall be treated as a vote of the
HOD for all purposes.
Section 12. Amicus Issues. Because of the
limited number of regularly scheduled HOD meetings each year and
because of the need for timely responses to requests to file amicus
briefs, the HOD may vote, if necessary, on recommendations from the
Amicus Committee by mail, fax or electronic mail. The Amicus
Committee shall submit a request for action to the President.
The President shall forward this request to HOD members within
three (3) days of its receipt. Thereafter, HOD members must vote on
the proposal within five (5) days. In order for a HOD vote under
this section to be valid, at least thirty HOD members must vote. A
majority of those voting must vote in favor of the Amicus
Committee's proposal for it to pass.
ARTICLE VI - Officers
Section 1. Enumeration. The Officers of the
Association shall be a President, a President-Elect, two (2) Vice
Presidents, a Secretary, and a Treasurer.
Section 2. Election. Except for the President,
the Officers shall be elected by such members of the Association as
have the right to vote for the election of Delegates, according to
the Association's Nomination and Election Procedures.
Section 3. Tenure. The Officers shall serve for
terms commencing on September 1st of the Association year following
their election, or upon their election if the same shall occur
after September 1st of the Association year, and terminating on
August 31st of that Association year, or upon the election of their
successors if such election shall occur after the start of the next
Association year. Any Officer may resign by delivering his or her
written resignation to the Association at its principal office or
to the President or Secretary, and such resignation shall be
effective upon receipt unless it is specified to be effective at
some other time or upon the happening of some other event.
Section 4. President. The President shall be
the chief executive officer of the Association and, subject to the
direction of the EMB, have general supervision and control of the
business and Officers of the Association, chair all meetings of the
HOD and the EMB and perform such other duties and have such other
powers as may be designated from time to time by the EMB. The
President shall hold meetings of the Officers from time to time, to
discuss matters to be brought before the EMB and before the HOD. No
person shall be eligible for re¬election to the office of
President. The President shall appoint all Section Council Chairs
and members as well as those Standing and Special Committee Chairs
and members whose term of office expires during the President's
term of office. The President may remove and replace any Section
Council or Committee Chair or member if he or she determines it to
be in the Association's best interest.
Section 5. President-Elect. The
President-Elect, in the absence of the President, shall perform the
duties of the President, and such other duties as may be designated
by the EMB or the President. The President-Elect shall
automatically become President on September first of the
Association year following that in which he or she was elected
President-Elect. A person filling the unexpired term of President
may, at the expiration thereof, continue as President for a full
term. The President-Elect shall automatically become President
whenever the HOD shall declare that office vacant by virtue of the
death, resignation, disability or removal of the President.
Section 6. Vice-Presidents. Vice Presidents
shall perform such duties and have such powers as may be designated
by the EMB or the President. No person shall serve as Vice
President for more than two years.
Section 7. Treasurer. The Treasurer, subject to
the direction of the EMB, shall have general charge of the
financial affairs of the Association, cause to be kept accurate
books of accounts of the affairs of the Association, serve as Chair
of the Budget and Finance Committee, oversee the Association's
finances, report on the Association's financial condition at a
regularly scheduled meeting of the Association and from time to
time to the HOD and the EMB, and perform such other duties as may
be designated by the EMB or the President. The Treasurer shall
cause the Association's financial records to be audited annually by
a certified public accountant approved by the EMB and cause the
certified accountant to present and report upon such audit to the
Association's Budget and Finance Committee for its review and
consideration within a reasonable time following the end of the
Association's fiscal year. Thereafter, at the next regularly
scheduled meetings of the EMB and HOD, the Treasurer shall report
upon completion of the audit.
Section 8. Secretary. The Secretary shall
supervise and maintain the recording of actions taken by the
Association, HOD and EMB, and cause notice of all meetings to be
sent to those entitled to such notice, keep the seal of the
Association, and perform such other duties as may be designated by
the EMB or the President. In the absence of the Secretary, an
Assistant Secretary, if one is chosen and present, otherwise a
Temporary Secretary designated by the person presiding at a meeting
of the HOD or the EMB shall perform the duties of the Secretary at
such meeting. The Secretary shall serve as the Association's Clerk.
No person shall serve as Secretary for more than two years.
Section 9. Removal. An Officer may be removed
from office with cause by a vote of a majority of the Delegates
then in office. An Officer may be removed only after reasonable
notice and opportunity to be heard before the HOD.
ARTICLE VII - Executive Management
Board
Section 1. Members. There shall be an EMB which
shall consist of the President, the President-Elect, the two (2)
Vice Presidents, the Treasurer, the Secretary, the two (2) most
recent former Presidents of the Association who are willing and
able to serve, nine (9) members elected by the HOD from nominations
made by the President or Members of the HOD from the floor and four
(4) members appointed by the President. The nine (9) members
elected by the HOD must be Regional or At-Large Delegates. The four
(4) members appointed by the President must be Regional Delegates,
At-Large Delegates or Section Council Chairs.
Section 2. Powers. Except for those powers
expressly reserved to the HOD, the business of the Association
shall be managed by the EMB, which business shall include, but not
be limited to, adopting, amending or approving all written internal
practices and procedures of the Association; and the hiring,
designation of title appropriate for the duties assigned to, review
of performance of and, as necessary, termination of a Chief
Operating Officer ("COO"). The EMB may direct that the
COO act as legal counsel to the Association, hire in-house legal
counsel, retain outside counsel, or a combination of these as
necessary to advise and represent the Association and may assign to
the COO such other duties as it deems appropriate.
The COO shall be responsible for managing the day to day affairs
of the Association and the hiring and termination of all other
professional and administrative staff, all of whom shall report to
the COO in accordance with procedures approved by the EMB.
The COO shall perform any other duties as assigned by the President
or the EMB as deemed appropriate and shall report to the President
in his or her capacity as Chair of the EMB.
Section 3. Tenure. The nine (9) EMB members
elected by the HOD shall each serve for terms of three (3) years,
no such member to serve for more than two (2) consecutive terms as
a member elected by the HOD. The term of any such elected member
shall not terminate upon his or her failure to be re-elected to the
HOD as a Regional or At-Large Delegate. Nothing in this Section
precludes any member from serving additional consecutive years on
the EMB either as a presidential appointment or as an officer.
Members of the EMB shall serve from the first day following their
election or appointment and their term of office shall terminate on
August 31st of that Association year or upon the election of their
successors, if such election shall occur after the start of the
next Association year. Any member of the EMB may resign by
delivering his or her written resignation to the Association at its
principal office or to the President or Secretary. Such resignation
shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other
event. Any member who resigns from the EMB must also resign from
each office held by such Delegate in the Massachusetts Bar
Institute Inc.
Section 4. Election. With the exception of the
initial election by the HOD of the nine (9) members identified in
Section 1 herein, all subsequent elections shall be governed by the
Association's Nominations and Election Procedures. The
initial election of such nine (9) members shall occur in the
Association year after approval of this Article in accordance with
Article XI herein, three (3) such members to serve for one (1)
year; three (3) to serve for two (2) years, and three (3) to serve
for three (3) years. Those members initially elected for one (1) or
two (2) year terms shall not be precluded from serving two (2)
additional full terms of three (3) years, if so elected
Section 5. Meetings. Regular meetings of the
EMB shall occur no fewer than eight (8) times per year, at such
times and at such places as may be designated by the President or,
if the President shall not so act, by a majority of the then duly
appointed and elected EMB members. Notice of such meetings shall be
given to each EMB member in accordance with Article X, Section 13
at least seven (7) days in advance of each regular meeting. Special
meetings of the EMB may be called by the President or by a majority
of the then duly appointed and elected EMB members upon twenty-four
(24) hours notice. No EMB member may vote by proxy. The EMB may
vote to limit who may be present during its meetings.
Section 6. Quorum. A quorum of the EMB shall
consist of no fewer than one half (1/2) of the then duly appointed
and elected members of the EMB. Fewer than a quorum may adjourn any
meeting from time to time, and the meeting may be held as adjourned
without any notice. One (1) or more EMB members may participate in
a meeting by means of telephone conference or similar
communications equipment by means of which all persons
participating in the meeting can communicate with each other at the
same time. Participation in the meeting pursuant to the foregoing
sentence shall constitute the presence of an EMB member at such
meeting.
ARTICLE VIII -
Committees
Section 1. Nominating Committee. On or before the
third Friday in January each year, the President shall appoint a
Nominating Committee of seven (7) members of the Association,
consisting of the immediate past president, who shall act as chair,
the two (2) most recent former Presidents of the Association who
are willing and able to serve, two (2) members who have recently
served on the HOD and two (2) members who have not served on the
HOD within the past five (5) years. In accordance with the
Nomination and Election Procedures, the Nominating Committee shall
file with the Secretary one (1) or more nominations for
President-Elect, two (2) or more nominations for Vice President,
one (1) or more nominations for Treasurer, one (1) or more
nominations for Secretary and one (1) or more nominations for each
Regional Delegate. The President shall appoint a replacement for
any person who chooses not to serve. The Nominating Committee may
not nominate one of its own members to any office nor may a member
be nominated or run as a petition candidate during the entire
Association year of his or her service.
The Nominating Committee's report, together with copies of this
Article VIII and the Nomination and Election Procedures, shall be
sent electronically or by first class mail to all members of the
Association entitled to vote.
In accordance with the Nomination and Election Procedures, other
nominations may be made for Officers by a petition signed by at
least one hundred (100) members of the Association entitled to vote
for Officers, and for Regional Delegates by a petition signed by at
least fifty (50) members of the Association entitled to vote from
the region. A member's region shall be where he or she maintains
his or her principal office. Following the election of the HOD, the
Nominating Committee shall reconvene to nominate seven (7)
individuals as At-Large Delegates. Such nominations shall be
presented to and elected by the HOD.
Section 2. Amicus Curiae Committee. There shall
be an Amicus Curiae Committee which shall consist of: the
Association's counsel; a representative from each of the
Association's section councils to be chosen by Section Council
Chairs annually; the President-Elect; a representative from the
Appellate Bench Bar Committee chosen each year by the President;
and two (2) members appointed each year by the President for two
(2) year terms. The Committee will operate in accordance with the
MBA Amicus Curiae Brief Policy as adopted by and as amended from
time to time by the HOD.
Section 3. Audit Committee. There shall be an
Audit Committee which shall consist of three (3) members of the
Association, none of whom shall be members of the EMB or the Budget
and Finance Committee. Initially, the President shall appoint one
(1) member to serve for one (1) year, one (1) member to serve for
two (2) years and one (1) member to serve for three (3) years.
Thereafter, the President shall appoint a member of the Audit
Committee annually for a three (3) year term. The Audit Committee
will operate in accordance with the MBA Audit Committee Policies
and Procedures, as adopted by and as amended from time to time by
the EMB.
Section 4. Budget and Finance Committee. There
shall be a Budget and Finance Committee which shall consist of the
Officers and eight (8) members of the Association. Initially, the
President shall appoint four (4) members to serve for one (1) year
and four (4) members to serve for two (2) years. Thereafter, the
president shall appoint four (4) members of the Budget and Finance
Committee annually for two (2) year terms. The Treasurer shall be
the Chairperson of the Budget and Finance Committee. The Budget and
Finance Committee will operate in accordance with the MBA Budget
and Finance Committee Policies and Procedures, as adopted by and as
amended from time to time by the EMB.
Section 5. Other Committees and Task Forces.
There shall be other committees and task forces as may be created
from time to time and with such duties as shall be prescribed by
the HOD, the EMB or the President. The terms of the committee
appointments shall expire at the end of the President's term of
office. Exceptions to these tenure limitations are the Ethics
Committee, the Massachusetts Law Review, the Insurance
Committee and such other committees and task forces as the
President may determine from time to time.
Section 6. Appointment. Except as otherwise
provided by these Bylaws, the President may appoint any person
(except that all lawyer members of committees shall be members of
the Association) to serve as a voting member of any committee,
except that unless authorized by majority vote of the EMB upon the
recommendation of the President no person may serve as chair of the
same committee for more than two (2) years, nor as a voting member
for more than four (4) successive years, but may be reappointed
after a lapse of two (2) years. A person's years of service as a
member and as chair of a committee shall be computed
independently.
Section 7. Ex Officio Committee Members. Except
for the Nominating Committee and Audit Committee, the President and
the President-Elect shall be ex officio voting members of each
committee.
Section 8. Reports. At the request of the
President, each committee, except for the Nominating Committee,
shall report to the HOD or EMB.
ARTICLE IX - Sections
Section 1. Establishment of Sections. The HOD may
establish, combine, regulate or discontinue such Sections as it
deems to be in the Association's best interest.
Section 2. Appointment. Each Section Council
shall consist of fifteen (15) members. The President may appoint
any member of the Association to serve as a voting member or chair
of any Section Council. No member of the Association may serve
simultaneously on more than one Section Council.
Section 3. Tenure. Members of each Section
Council shall be appointed for one (1) year terms and will serve
through August 31st of the Association year for which they were
appointed, or until their successors are appointed, whichever is
later. No person may serve as chair of the same Section Council for
more than two (2) years, nor as a voting member for more than three
(3) successive years, but may be reappointed after a lapse of two
(2) years. A person's years of service as a member and as chair of
a Section Council shall be computed independently. Said terms shall
apply, unless extension of same are authorized by a majority vote
of the EMB upon the recommendation of the President.
Section 4. Dues. The dues for each Section shall
be established annually by the EMB.
ARTICLE X - Miscellaneous
Section 1. Fiscal Year. The fiscal year of the
Association (also referred to herein as the "Association Year")
shall commence September 1st of each year and end August 31st of
the following year.
Section 2. Execution of Instruments. All deeds,
leases, transfers, contracts, bonds, notes and other obligations
authorized to be executed by an Officer of the Association on its
behalf shall be signed by the President, Treasurer or COO, except
as the EMB may generally or in particular cases otherwise
determine.
Section 3. Voting of Beneficial Interests. Except
as the EMB may otherwise designate, the President or Treasurer may
waive notice of and act on behalf of the Association, or appoint
any person or persons to act as proxy or attorney in fact for this
Association (with or without discretionary power and/or power of
substitution) at any meeting of members or beneficial owners of any
other corporation or organization, any of the direct or indirect
beneficial interests of which may be held by the Association.
Section 4. Corporate Records. The original, or
attested copies, of the Articles of Organization, these Bylaws, and
records of all meetings of the Incorporators and members of the
Association, which shall contain the names and the record addresses
of all members of the Association, Delegates and Officers, shall be
kept in Massachusetts at the principal office of the Association.
They shall be available at all reasonable times for the inspection
of any member of the Association, Delegate or Officer for any
proper purpose but not to secure a list or other information for
the purpose of selling said list or information or copies thereof
or of using the same for a purpose other than in the interest of
the applicant, as a member of the Association, Delegate or Officer,
relative to the affairs of the Association. Except as may be
otherwise required by law, by the Articles of Organization, or by
these Bylaws, the Association shall be entitled to treat the record
address of a member of the Association, Delegate or Officer as
shown on its books as the address of such person for all purposes,
including the giving of any notices; and it shall be the duty of
each such person to notify the Association of his or her latest
post office address.
Section 5. Power to Contract with the
Association. In the absence of fraud, no contract or other
transaction between the Association and one or more members of the
Association, Delegates, or Officers, or between the Association and
any other corporation or other organization in which one or more
members of the Association, Delegates, or Officers are
stockholders, delegates, or Officers, or otherwise interested shall
in any way be affected or invalidated, even though the vote or
action of the members of the Association, Delegates, or Officers
having such interests (even if adverse) may have been necessary to
obligate the Association upon such contract or transaction;
provided, however, the nature of such interest (though not
necessarily the extent or details thereof) shall be disclosed to
the EMB at a meeting of that board; and no member of the
Association, Delegate, or Officer having such interest (even if
adverse) shall be liable to the Association, or to any creditor
thereof, or to any other person for any loss incurred by it under
or by reason of such contract or transaction, nor shall any such
member of the Association, Delegate, or Officer be accountable for
gains or profits realized thereon, or be disqualified from serving
or continuing to serve as a member of the Association, Delegate or
Officer thereof, if the notice required herein has been given. Any
member of the Association, Delegate, or Officer in any way
interested in any contract or transaction described in the
foregoing sentence shall be deemed to have satisfied any
requirement for disclosure thereof to the EMB if he or she gives to
the EMB at a meeting of that board the notice required
herein.
Notwithstanding the foregoing, the authority granted in this
Article X, Section 5, shall not be exercised if the effect thereof
would be to cause the loss of the tax-exempt status of the
Association under the Internal Revenue Code of 1986, as amended
from time to time, or to subject the Association, its members,
Delegates, Officers or agents to any penalty or fine under said
Code or under any other applicable law as a result of such
exercise, it being the purpose of this Article X, Section 5, to
allow only such transactions by the Association as are not
prohibited by said Code or said other applicable law.
Section 6. Evidence of Authority. A certificate
by the Secretary, acting in his or her capacity as Clerk, as to any
action taken by the members, Delegates, or any Officer or
representative of the Association shall, as to all who rely thereon
in good faith, be conclusive evidence of such action.
Section 7. Ratification. Any action taken on
behalf of the Association by a member of the Association, Delegate
or any Officer or representative of the Association which requires
authorization by the members or by the HOD or EMB shall be deemed
to have been duly authorized if subsequently ratified by the
members, if action by them was necessary for authorization, or by
the HOD or EMB, if action by it was necessary for
authorization.
Section 8. Vacancies. With the sole exception of
the President, in the event of the death, resignation, disability
or removal of any Officer or member of the EMB or HOD, the HOD
shall vote to appoint a successor to fill such office for its
unexpired term.
Section 9. Voting. For purposes of these Bylaws,
unless otherwise provided by law, the Articles of Organization or
in another section of these Bylaws, the term "Majority" or
"Majority Vote" shall mean a simple majority of those attending the
meeting at which a quorum is present.
Section 10. Conduct at Meetings. To the extent
not inconsistent with these Bylaws, all meetings of the members of
the Association, the HOD and EMB shall be conducted in accordance
with the current version of Robert's Rules of Order.
Section 11. Authority. Except by specific
authority from the HOD, no committee, task force, section council
or any of its committees or practice groups shall represent the
Association or issue any report or record on any public policy or
advocacy issues. Except by specific authority from EMB, no
committee, task force, section council or any of its committees or
practice groups shall represent the Association or issue any report
or record on any other matter.
Section 12. Governance. Each committee, task
force or section council shall in all respects be governed by the
general policies and procedures set forth in the MBA Policy and
Procedure Manual, as it may from time to time be amended by the
EMB.
Section 13. Notice. For the purpose of these
Bylaws, unless otherwise provided in another section of these
Bylaws, notice may be sent by electronic mail to those being
noticed who have previously expressed a preference to receive
notice in that manner and by mail to all others. All meeting
notices shall include the date, time, location and agenda of the
meeting. Notice of the annual meeting of the Association or
of any other meeting of the membership may be given by publication
in the Lawyers Journal or other regular publication of the
Association which is sent to the members, supplemented by
electronic mail.
ARTICLE XI - Amendments of Bylaws
Bylaw amendments first approved by the HOD shall be ratified by a
two-thirds (2/3) majority of the votes cast by the members of the
Association either at a meeting of members of the Association duly
called for such purpose at which a quorum is present or by written
ballot forwarded to all members of the Association in accordance
with the procedures in Article IV, Section 5 hereof. Any such
ballot shall describe the Bylaw amendment approved by the HOD.
ARTICLE XII -Indemnification
In addition to any other rights to which any such person may be
entitled by contract or otherwise under law, and subject to any
applicable law, the Association shall indemnify, defend and save
harmless any person and his or her heirs, executors and
administrators against any cost, expense (including attorney's fees
and amounts paid in settlement), fine, penalty, judgment or
liability reasonably incurred by or imposed upon such person in
connection with any action, suit or proceeding, civil or criminal,
to which such person may be made a party or with which such person
shall be threatened, by reason of such person being or having been
a member of the HOD or EMB, officer or employee of the Association,
serving or having served in any such capacity in any other
organization at the request of the Association, or at the request
of the Association serving or having served as a fiduciary or
trustee of an employee benefits of the Association, unless with
respect to any matter such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the
Association or to the extent the matter relates to service with an
employee benefit plan, in the best interest of the participants or
beneficiaries of such employee benefit plan. Such indemnification
may include payment by this Association of expenses incurred in
defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding upon receipt of
an undertaking by the person to be indemnified to repay such
payment if he or she shall be not entitled to indemnification under
this paragraph.
Indemnification is deemed authorized by the Association under this
Article if approved by a majority vote of a quorum of the members
of the EMB and the action is taken in reliance upon the written
opinion of independent legal counsel (who may be counsel to the
Association) appointed for the purpose by majority vote of the
members of the EMB or, if all members of the EMB are parties to the
proceedings, appointed by a majority of the full EMB.