MBA Bylaws
Adopted by the House of Delegates: September 19, 2007
Approved by the MBA membership on October 27, 2008
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, Inc. (the "Association") encourages diversity of gender, sexual orientation, race, color, creed, age, disability, ethnic origin and geographic representation in its membership, Officers, House of Delegates, Executive Management Board, 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 Executive Management Board. 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 Executive Management Board and shall be payable in September of each year. Various categories of membership may be established, approved and revised by the Executive Management Board from time to time. Any member of the Association who fails to pay dues within a reasonable time may be dropped from membership by order of the Executive Director. For good cause, the Executive Director, with notice to the President and the Treasurer, shall have the right to waive, cancel or partially remit any obligation for dues.
Section 3. Annual and Other Meetings. Any Annual or other meeting of members of the Association shall be called by a majority of the House of Delegates, a majority of the Executive Management Board or the President.
For purposes of these Bylaws the term “Majority” or “Majority Vote” shall mean a simple majority, unless otherwise specified.
Section 4. Special Meetings. Except as otherwise provided by law, special meetings of the Association may be called at any time by a majority of the House of Delegates; a majority of the Executive Management Board; the President; or by the Secretary if not less than one hundred (100) members of the Association request in writing that the Secretary call such meeting. Notice of such special meetings and the agenda for such meetings shall be sent in accordance with Section 6 of this Article IV.
Section 5. Place of Meetings. All meetings of the members of the Association shall be held at such place as is fixed by the Executive Management Board or the President and specified in the Notice of the meeting.
Section 6. Notice of Meetings. A written notice of every meeting of the members of the Association, stating the date, hour and place thereof, and the purposes for which the meeting is to be held, shall be given at least twenty (20) days prior to the date of such meeting by the Secretary or by any other Officer of the Association. Notice shall be given to all members in regular publications of the Association or by electronic mail if a member indicates a preference to receive notice in such manner.
Section 7. Conduct at Meetings. All meetings of the members of the Association shall be conducted in accordance with Robert's Rules of Order.
Section 8. Quorum. At any meeting of the Association, a quorum shall consist of not less than fifty (50) members of the Association who are entitled to vote. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.
Section 9. Voting and Proxies. Members of the Association shall have the right to vote and hold office in this Association. The House of Delegates may extend these rights to other categories of membership. A member of the Association may not vote by proxy. When a quorum is present at any meeting of the members of the Association, a majority of the members of the Association present and voting on a matter, except where a larger vote is required by law, the Articles of Organization, or these Bylaws, shall decide any matter to be voted on by the members of the Association.
ARTICLE V — House of Delegates
Section 1. Powers. All policy and advocacy issues of the Association shall be managed by a House of Delegates, who shall exercise all policy making and advocacy powers of the Association, except as otherwise provided by law, the Articles of Organization or these Bylaws. In the event of a vacancy in a seat on the House of Delegates, the remaining Delegates, except as otherwise provided by law, may exercise the powers of the full House until the vacancy is filled.
Section 2. Membership. There shall be a House of Delegates, each member of which shall be a member of, and current in all dues owed to, the Association, which shall consist of the President, the President-Elect, two Vice Presidents, the Treasurer, the Secretary, the two most recent living former Presidents of the Association, eighteen Regional Delegates elected by the membership from their respective regions as described in Section 3 below, seven At-Large Delegates nominated by the Nominating Committee and elected by the House of Delegates ("At-Large Members") following the election of the House of Delegates, 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 organizations: the County Bar Associations (for the purpose of these Bylaws, the Boston Bar Association shall be the Bar Association for Suffolk County), City Solicitors and Town Counsel Association, Federal Bar Association, Massachusetts Academy of Trial Attorneys, Massachusetts Association of Women Lawyers, Massachusetts Black Lawyers Association, Massachusetts Real Estate Bar Association, Womens Bar Association, the Massachusetts Defense Lawyers Association, the Massachusetts Lesbian & Gay Bar Association, the National Academy of Elder Law Attorneys, Massachusetts Chapter, the South Asian Bar Association, a representative who is a member of this association from each additional affiliated bar association approved by the Executive Management Board after the adoption of these Bylaws pursuant to Section 4 of this Article V, and chairs of the Section Councils.
Section 3. Regional Delegates. The eighteen 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 delegate; Region 2 - Plymouth - one delegate; Region 3 - Bristol - one delegate; Region 4 - Berkshire, Franklin and Hampshire - one delegate; Region 5 - Hampden - one delegate; Region 6 - Essex - two delegates; Region 7 - Middlesex - three delegates; Region 8 - Norfolk - two delegates; Region 9 - Suffolk - four delegates; Region 10 - Worcester - two 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 consecutive years unless authorized by majority vote of the Executive Management Board, upon the recommendation of the President.
Section 4. Affiliated Associations. Any statewide voluntary bar association ("Applicant Association") not listed in Section 2 above may apply to the Executive Management Board to become an Affiliated Association. In accordance with a written policy regarding the admission of new affiliated bar associations, the Executive Management Board shall review each Applicant Association's purpose, activities and membership to determine whether the Applicant Association by its representation in the House of Delegates 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 Applicant Association must be other than social in nature, and at least one-third of its members must be members of the Massachusetts Bar 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. Members of the House of Delegates shall serve from the first day of September next following their election or appointment, and their term of office shall terminate on the thirty-first day of the following August, or upon the election of their successors, if such election shall occur thereafter. Any Delegate may resign by delivering his or her written resignation to the Association at its principal office or to the President, Secretary or Treasurer. 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 Delegate who resigns as a member of the Executive Management Board of the Association must also resign from each office held by such Delegate in the Massachusetts Bar Institute, Inc.
Section 6. Removal. A Delegate, whether elected, appointed or serving as a representative of another Bar Association, may be removed from office with or without 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 House of Delegates.
Section 7. Regular Meetings. The House of Delegates shall meet no fewer than three (3) times per year at such times and at such places as may be designated by the President. Regular meetings of the House of Delegates may be held with at least seven (7) days notice at such times and at such places as may be designated by the President. Delegates may not vote by proxy.
Section 8. Special Meetings. Special meetings of the House of Delegates may be held upon the oral or written call by the President, Treasurer or a majority of the Delegates, designating the date, hour and place thereof. Notice of the day, hour and place of all special meetings of the House of Delegates shall be given to each Delegate, by the Secretary or in the case of death, absence, incapacity, or refusal by the Secretary, by an Officer or one (1) of the Delegates calling the meeting. Notice shall be given to each Delegate either in person, by telephone, fax, or by electronic mail, sent to the Delegate’s business or home address at least forty-eight (48) hours in advance of the 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 protesting prior thereto or at its commencement of the lack of notice to such Delegate. A notice or a waiver of notice of a special meeting of the House of Delegates need not specify the purposes of the meeting. Delegates may not vote by proxy.
Section 9. Conduct at Meetings. All meetings of the Delegates of the Association shall be conducted in accordance with Robert's Rules of Order.
Section 10. Quorum. At any meeting of the House of Delegates, a quorum shall consist of not less than thirty (30) members of the House. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. One (1) or more Delegates 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 a person at such meeting.
Section 11. Action at a Meeting. At any meeting of the House of Delegates at which a quorum is present, a majority of those present may take any action on behalf of the House of Delegates, except to the extent that a larger number is required by law, the Articles of Organization or these Bylaws.
Section 12. Action Without a Meeting. Any action by the House of Delegates may be taken without a meeting if a written consent thereto is signed by a majority of the Delegates then in office and filed with the records of the meetings of the House of Delegates. Such consent shall be treated as a vote of the House of Delegates for all purposes.
Section 13. Amicus Issues. Because of the limited number of regularly scheduled House of Delegates meetings each year and because of the need for timely responses to requests to file amicus briefs, the House of Delegates may vote, if necessary, on recommendations from the Amicus Committee by mail, e-mail, or fax. The Amicus Committee shall submit a request for action to the Executive Director on a pre-approved form developed by the General Counsel. The Executive Director shall forward this form to House of Delegates members within three days of its receipt. House of Delegates members must vote on the proposal within five days. In order for a House of Delegates 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 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 published Nomination and Election Procedures, as established and revised from time to time.
Section 3. Tenure. The Officers shall serve for terms commencing on the first day of September next following their election, or upon their election if the same shall occur thereafter and terminating on the thirty-first (31st) day of the following August or upon the election of their respective successors. Any Officer may resign by delivering his or her written resignation to the Association at its principal office or to the President, Secretary or Treasurer, 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. Vacancies. In the event of the death, resignation, disability or removal of any Officer, the House of Delegates shall appoint a successor to fill such office for its unexpired term.
Section 5. President. The President shall be the chief executive officer of the Association and shall, subject to the direction of the House of Delegates and the Executive Management Board, have general supervision and control of the business and Officers of the Association, shall chair all meetings of the House of Delegates and the Executive Management Board and perform such other duties and have such other powers as may be designated from time to time by the House of Delegates and the Executive Management Board. The President shall hold meetings of the officers from time to time, to discuss matters to be brought before the Executive Management Board and before the House of Delegates. 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 except that the House of Delegates shall approve the members of the Nominating Committee and Executive Management Board. 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 6. 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 specified by the House of Delegates, Executive Management Board or the President. The President-Elect shall automatically become President on September first of the year following the year 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 House of Delegates shall declare that office vacant by virtue of the death, resignation, disability or removal of the President.
Section 7. Vice-Presidents. Vice Presidents shall perform such duties and have such powers as may be required by the House of Delegates, the Executive Management Board or the President. No person shall serve as Vice President for more than two years.
Section 8. Treasurer. The Treasurer, subject to the direction of the House of Delegates and the Executive Management Board, shall have general charge of the financial affairs of the Association and shall cause to be kept accurate books of accounts of the affairs of the Association, shall serve as Chair of the Budget and Finance Committee, shall oversee the Association's finances, shall report on the Association's financial condition at a regularly scheduled meeting of the Association and from time to time to the House of Delegates and the Executive Management Board, and shall discharge such other duties as may be required of him or her by the House of Delegates, the Executive Management Board or the President. The Treasurer shall cause the Association's financial records to be audited annually by a certified public accountant approved by the Executive Management Board and shall 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 meeting of the House of Delegates, the Treasurer shall report upon completion of the audit.
Section 9. Secretary. The Secretary shall supervise the recording of actions taken by the House of Delegates, the Executive Management Board and Officers, cause notice of all meetings to be sent to those entitled to such notice, keep the seal of the Association, and shall discharge such other duties as may be required of him or her by the House of Delegates, the Executive Management Board 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 House of Delegates and the Executive Management Board 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 10. Executive Director. An Executive Director shall be appointed by the Executive Management Board and shall be the Association's chief administrator who will be responsible for managing the day to day affairs of the Association and shall hire such professional and clerical staff as are funded by the Budget and Finance Committee.
ARTICLE VII — Committees and Boards of the Association
Section 1. Executive Management Board. There shall be an Executive Management Board which shall consist of the President, the President-Elect, the Vice Presidents, the Treasurer, the Secretary, the two most recent living former Presidents of the Association, ten members elected by the House of Delegates and four members appointed by the President. The ten members elected by the House of Delegates and four members appointed by the President must be Regional or At-Large Delegates. Except for those powers expressly reserved to the House of Delegates herein, the business of the Association shall be managed by the Executive Management Board. The Executive Management Board may vote to limit who may be present during its meetings.
Section 2. 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 past presidents, should either or both agree to serve, two (2) members who have recently served on the House of Delegates and two (2) members who have not served on the House of Delegates within the past five (5) years. In accordance with the Nominating and Election Procedures, the Nominating Committee shall file with the Secretary one or more nominations for President-Elect, two or more nominations for Vice President, one or more nominations for Treasurer, one or more nominations for Secretary and one 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 their service.
The Nominating Committee's report, together with a copy of this Article VII and the Nominating and Election Procedures, shall be mailed to all members of the Association entitled to vote.
In accordance with the Nominating 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 principle office.
Following the election of the House of Delegates, the Nominating Committee shall reconvene to nominate seven (7) individuals as At-Large Delegates. Such nominations shall be presented to and elected by the House of Delegates.
Section 3. Amicus Curiae Committee. There shall be an Amicus Curiae Committee which shall consist of: the General 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 members appointed each year by the President for two 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 House of Delegates.
Section 4. Other Committees. In addition to the Executive Management Board and Nominating Committee, there shall be such committees and task forces as may be created from time to time and with such duties as shall be prescribed by the House of Delegates, the Executive Management Board or the President.
Section 5. Tenure. All committee appointments shall be for two year terms. Members of each committee shall be appointed to serve through August 31st of the term for which they were appointed, or until their successors are appointed, whichever is later. If a new committee is created, one half of the initial members of each such committee shall be appointed to a two year term with the other half of the initial members being appointed to a one year term. If the membership of a committee is an odd number, a majority shall be appointed initially for two years. Exceptions to these tenure limitations are the Ethics Committee, the Massachusetts Law Review, the Insurance Committee and such other committees as the President may determine from time to time.
Section 6. Appointment. Except as otherwise provided by these Bylaws, the President will have the power of appointment. In exercising the power of appointment, the President may appoint any person (except that all lawyer members of committees shall be MBA members) to serve as a voting member of any committee, except that unless authorized by majority vote of the Executive Management Board 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, the President and the President-Elect shall be ex officio voting members of each committee.
Section 8. Reports and Authority. Each committee, except for the Nominating Committee, shall report annually, in writing, to the House of Delegates. A committee or task force shall not represent the Association except by specific authority from the House of Delegates or from the Executive Management Board nor shall any proceeding or report of any committee or task force be published without the approval of the House of Delegates, the Executive Management Board or the President.
Section 9. Governance. With the approval of the House of Delegates or the Executive Management Board, each Committee and task force 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 House of Delegates
ARTICLE VIII — Sections
Section 1. Establishment of Sections. The House of Delegates 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 term 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 Executive Management Board upon the recommendation of the President.
Section 4. Governance. With the approval of the House of Delegates or the Executive Management Board, each Section 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 House of Delegates.
Section 5. Authority. Neither a Section Council nor any of its committees or practice groups, nor any individual shall represent the Association except by specific authority from the House of Delegates or from the Executive Management Board nor shall any proceeding of any Section Council or its committees be published without the approval of the House of Delegates or the Executive Management Board.
Section 6. Dues. The dues for each Section shall be established annually by the Executive Management Board.
ARTICLE IX — Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Association 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 the Executive Director, except as the House of Delegates may generally or in particular cases otherwise determine.
Section 3. Voting of Beneficial Interests. Except as the House of Delegates 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 or at an office of its Clerk. Said copies and records need not all be kept in the same office. 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 House of Delegates at a meeting of the 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 Delegates if he or she gives to the House of Delegates at a meeting of the Board the notice required herein.
Notwithstanding the foregoing, the authority granted in this Article IX, 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 IX, Section 5, 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 Clerk, the Secretary, or an Assistant Clerk or Secretary 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 House of Delegates 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 House of Delegates, if action by it was necessary for authorization.
ARTICLE X — Amendments of Bylaws
Bylaw amendments first approved by the House of Delegates shall be ratified by a 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 or by written ballot mailed to all members of the Association at their last known address. Any such ballot shall describe the Bylaw amendment approved by the House of Delegates.
ARTICLE XI — Indemnification
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a member of the House of Delegates, or as a President, President-Elect, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary or as a member of the Executive Management Board of the Association or who at the request of the Association may serve or at any time has served as a fiduciary or trustee of an employee benefits plan of the Association (collectively, "Indemnified Officers"), against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which such person may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless such person is successful on the merits and the proceeding was authorized by a majority of the full House of Delegates); provided that no indemnification shall be provided for any such person with respect to any matter as to which such person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such person's action was in the best interests of the Association or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Such indemnification may, to the extent authorized by the House of Delegates, include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of a written undertaking by the person indemnified to repay such payment if he or she shall not be entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
The payment of any indemnification or advance shall be conclusively deemed authorized by the House of Delegates of the Association under this Article, and members of the House of Delegates approving such payment shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the members of the House of Delegates consisting of persons who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more members of the House of Delegates who are not at that time parties to the proceedings and are selected for this purpose by the full House of Delegates (in which selection members of the House of Delegates who are parties may participate); or
(ii) 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 vote of the members of the House of Delegates in the manner specified in clauses (1) or (2) of subparagraph (i), or, if all members of the House of Delegates are parties to the proceedings, appointed by a majority of the full House of Delegates; or
(iii) the payment is approved by a vote of a majority of the House of Delegates of the Association; or
(iv) a court having jurisdiction shall have approved the payment.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of an Indemnified Officer entitled to indemnification hereunder.
The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which Association employees, agents, House of Delegates members, Officers and other persons may be entitled by contract or otherwise under law.
No amendment or repeal of the provisions of this Article which adversely affects the right of an Indemnified Officer under this Article shall apply to any Indemnified Officer with respect to his or her acts or omissions which occurred at any time prior to such amendment or repeal without his or her written consent.