Bylaws of the Bar Association of the Third Federal Circuit
ARTICLE I. MEMBERS AND ASSOCIATES
Section 1.1 Application for Membership. Any eligible person may file with the Secretary an application for membership in the Association in the form prescribed by the Board of Governors. The Board of Governors may require the applicant to furnish additional information and may otherwise inquire into his or her qualifications. A knowing and material misstatement by the applicant is cause for rejecting the application or, if he or she has been elected to membership, for expelling the member.
Section 1.2 Scale of Dues. A member of the Association shall pay dues in the amount prescribed by the Board of Governors. Judicial Associates shall pay no dues.
Section 1.3 Default in Payment of Dues. A person whose dues are six months in default ceases to be a member of the Association.
ARTICLE II. BOARD OF GOVERNORS
Section 2.1 The Board of Governors. The Board of Governors shall consist of the members elected from each judicial district and at-large, each elected officer, and the immediate past president of the Association, if not otherwise a member of the Board. Serving on the Board of Governors is an honor, and the Board expects those elected to attend its meetings and participate fully in the work of the Board. Failure of a board member to attend three consecutive board meetings shall constitute his or her resignation from the Board of Governors, and a new member shall be elected, unless the Board of Governors excuses the absences at the time they occur.
Section 2.2 Meetings of the Board. The Board of Governors shall meet at least annually, and, if feasible, this meeting shall be in conjunction with the meeting of the Third Circuit Judicial Conference. Other meetings of the Board of Governors may be held on call of the president or at the request of three or more members of the Board.
Section 2.3 Quorum. A quorum is a majority of the members of the Board of Governors.
Section 2.4 Committees of the Board. The Board of Governors may establish such committees as it considers desirable to further accomplishment of its functions.
Section 2.5 Meeting Programs. The program at any meeting of members shall be supervised by the Board of Governors. Reasonable notice of the program shall be given to the members.
Section 2.6 Election and Terms of Elected Members of the Board of Governors.
Section 2.7 Governor Emeritus. Any Member of the Board of Governors who has actively served on the Board for six years or more and who resigns while in good standing may, at the election of a majority of the remaining Governors, be elected a Governor Emeritus. A Governor Emeritus may serve as an officer of the Association, and, as an officer, have voting rights. Otherwise, a Governor Emeritus will be a non-voting member of the Board of Governors. A Governor Emeritus shall be invited to attend the annual judicial conference and participate in the meetings and functions of the Board of Governors.
Section 2.8 Vacancies. Whenever any vacancy on the Board of Governors occurs before the expiration of a full term due to death, resignation, removal, or otherwise, a majority of the remaining Governors, even if less than a quorum, may appoint a successor to serve for the unexpired term of the governor whose place is vacant.
Section 2.9 Voting Members. The voting members of the Board of Governors shall be as provided for in the Articles of Incorporation.
ARTICLE III. OFFICERS
Section 3.1 President. The president shall preside at meetings of the Association and of the Board of Governors. The president shall appoint the chair and members of any committee of the Association and of the Board of Governors. The president, in consultation with the other officers to the extent necessary or appropriate, may make routine decisions and act for the Association between meetings of the Board of Governors.
Section 3.2 President-Elect. The president-elect shall perform the duties of the president in the president's absence and all other duties as delegated.
Section 3.3 Secretary. The secretary shall:
Section 3.4 Treasurer. The treasurer shall supervise the safekeeping of the funds and investments of the Association, and shall report periodically on the financial condition of the Association to the Board of Governors. The treasurer's annual report shall be submitted to the Board of Governors for examination and approval.
Section 3.5 Election of Officers. The President, President-Elect, Secretary, and Treasurer shall be elected by a majority vote of the Board of Governors at its annual meeting. Such officers shall hold office at the pleasure of the Board of Governors and until their successors are chosen. The term of an officer shall be two years and officers may not serve consecutive terms in the same position.
Section 3.6 Voting by Officers. The officers who may vote as members of the Board of Governors shall be as provided for in the Articles of Incorporation.
Section 3.7 Resignation. An officer may resign at any time by delivering written notice to the Board of Governors.
Section 3.8 Vacancies. If the office of President, President-Elect, Secretary, or Treasurer becomes vacant, the Board of Governors shall act immediately to appoint a successor to serve the unexpired term of the officer whose place is vacant.
Section 3.9 Removal. An officer may be removed from office at any time without cause by the Board of Governors.
ARTICLE IV. COMMITTEES
Section 4.1 The Executive Committee. The officers shall constitute the Executive Committee of the Association. The president shall serve as chair of this committee.
Section 4.2 General Duties. Standing or ad hoc committees may carry out projects or tasks and may investigate and study continuing or recurring matters relating to the purposes of the Association.
Section 4.3 Appointment. Unless the resolution creating the committee provides otherwise:
Section 4.4 Standing Committees. The initial standing committees of the Association shall include an Executive Committee (comprising the officers), a Programs and Continuing Legal Education Committee, a Committee on Court Rules and Procedures, a Membership Committee, and a Committee on Publicity and Publications.
Section 4.5 Nominating Committee. The Association shall have a Nominating Committee which each year shall nominate a slate of candidates for the open offices of the Association and the open positions of the Board of Governors. Each year the Nominating Committee shall consist of the president, the immediate past president of the Association, and six members of the Board of Governors (appointed by the president), including one Governor from each state or territory in the Association. The immediate past president shall serve as chair of the Nominating Committee.
ARTICLE V. REPORTS AND RECOMMENDATION
Section 5.1 Association Action. A report or recommendation of a committee becomes the action of the Association only so far as it is approved by the Board of Governors.
Section 5.2 Distribution of Reports. A report or recommendation of a committee may not be released to the public before consideration and approval by the Board of Governors.
Section 5.3 Restrictive Statement. Before approval by the Board of Governors, any materials containing a report, recommendation, or proposal must prominently state at the outset that it represents the opinion of the committee making the report rather than that of the Association.
ARTICLE VI. REPRESENTATION OF THE ASSOCIATION
Section 6.1 Representation. The president or a person expressly designated by the president shall express the policy of the Association as determined by the Board of Governors. No other member, agent or employee of the Association may represent the Association or committee before a legislative body, court, or governmental agency, unless specifically authorized by the Board of Governors. No statement or policy of the Association represents any opinion or view of the Court.
Section 6.2 Personal Views of Members. Any member who, when making a public utterance, is identified as having an official connection with the Association or one of its committees, shall, if the policy of the Association on the subject matters of the utterance has been determined by the Board of Governors, fairly state that policy and, if such member expresses views at variance with it, clearly identify the variance as the personal views of the member. If there has not been, or if the member has no knowledge of, any such policy determination, the member shall nevertheless identify the member's utterances as the member's personal views.
ARTICLE VII. FINANCES
Section 7.1 Authority to Incur Expense. The Board of Governors shall formulate and administer Association policy respecting authorized expenditures and procedures for reimbursement. The treasurer has the authority to approve non-recurring expenditures of $1,000 or less. Approval of a majority of the executive committee is required for expenditures between $1,000 and $5,000. Approval of a majority of the full Board is required for any expenditure greater than $5,000 and for the commitment of the Association to sponsor any function.
Section 7.2 Payment of Authorized Expenses. The treasurer may pay only authorized expenses that are within budget appropriation. The treasurer shall submit a proposed budget annually in September.
Section 7.3 Financial Liability. The financial liability of the Association to any committee is limited to the funds credited to it on the financial record of the Association and the liability creases upon the treasurer's payment of that amount. If a committee, or one of its members, incurs a liability that is greater than the funds so credited, the liability is the obligation of each person responsible for incurring or authorizing the liability.
Section 7.4 Insurance Coverage. The Association may carry such Insurance, both liability and property, as the Board of Governors deems appropriate.
ARTICLE VIII. FISCAL YEAR
Section 8.1 Fiscal Year. The fiscal year of the Association shall be October 1 of each year through September 30 of the subsequent year.
ARTICLE IX. FEDERAL TAX EXEMPT STATUS
Section 9.1 Exempt Status. The Association shall at all times operate so as to qualify as a corporation exempt from Federal tax under Sections 501(a) and 501(c)(6) of the Internal Revenue Code of 1986, as amended.
ARTICLE X. INDEMNIFICATION AND INSURANCE
Section 10.1 Indemnification. The Association shall indemnify all governors and officers of the Association, and the heirs and legal representatives of such persons, to the full extent permitted by Pennsylvania's Non-Profit Corporation Law, and any other present or future provision of Pennsylvania law. The Association shall pay and advance expenses to governors and officers for matters covered by indemnification to the full extent permitted by such law. This provision shall not exclude any indemnification or other rights to which any party may be entitled in any manner.
Section 10.2 Insurance. The Board of Governors may authorize, by a vote of the majority of the full Board, the Association to purchase and maintain insurance on behalf of any person who is or was a governor, officer, employee or agent of the Association, or is or was serving at the request of the Association as a governor, officer, employee or agent of another Association, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her position.
ARTICLE XI. LIMITATION OF LIABILITY
Section 11.1 Limitation of Liability. Governors and officers of the Association shall not be personally liable for monetary damages for any action taken, or the failure to take any action, except as expressly provided in 15 Pa.C.S. §§ 513 and 5713. It is the intention of this provision to limit the liability of governors and officers to the fullest extent permitted by the foregoing sections or by any other present or future provision of Pennsylvania law.
ARTICLE XII. AMENDMENT OF BYLAWS
Section 12.1 Amendment. The Bylaws may be amended, altered or repealed, and new Bylaws may be adopted, by the Board of Governors at any regular or special meeting.
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