Effective May 2018
RESTATED BYLAWS OF PALM BEACH COUNTY BAR ASSOCIATION, INC.
A Florida Not For Profit Corporation
ARTICLE I
Offices
The principal office of the Corporation in the State of Florida shall be located in the City of West Palm Beach, County of Palm Beach. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE II
Members
Section 1. Admission. Regular membership of the Corporation shall be limited to members in good standing of the Florida Bar. Any qualified person shall be admitted to membership of the Corporation only upon making application therefore and on being approved by the Board of Directors. Application for membership shall be in such form as shall be from time to time prescribed by the committee on memberships. Application for membership shall otherwise comply with these Bylaws and the Articles of Incorporation.
Section 2. Voting Rights. Each regular member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Section 3. Affiliate membership. Affiliate membership shall also be available to all attorneys and judges who are in good standing in other states, although not members of The Florida Bar, as well as paralegals who have been designated by The Florida Bar as Florida Registered Paralegals (FRP). Such affiliate members shall have no voting privilege nor shall they be permitted to hold office, be Directors or chair any committees. A) Affiliate members who are paralegals shall be referred to as “Paralegal Members”. B) Retired Membership – A retired membership shall be available to all attorneys and judges who were in good standing with The Florida Bar, or in other states, at the time he or she retired from the active practice of law or the bench. No individual who: (a) was disbarred; (b) had a disciplinary revocation of his or her bar license; or (c) was facing discipline that may have caused the individual to not be in good standing with The Florida Bar, or in other states, had the individual not retired or gone inactive, shall be able to be a member under the retired membership qualification of Affiliate Membership.
Section 4. Reciprocal Membership. All regular members of the Corporation shall also be members of the Legal Aid Society of Palm Beach County, Inc., and shall comply with the Articles and Bylaws of said Corporation.
Section 5. Suspension or Expulsion of Members. Any regular or affiliate member who is suspended or disbarred by The Florida Bar or the Bar of any other state shall be automatically suspended or expelled, as the case may be, from membership in the Corporation. Any regular or affiliate member of the Corporation may be suspended or expelled for nonpayment of dues after notice thereof to said delinquent member in the manner prescribed by these Bylaws.
Section 6. Resignation. Any regular or affiliate member may resign by filing a written resignation with the Secretary of the Corporation, but such resignation shall not relieve the regular or affiliate member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 7. No Vested Interest. No regular or affiliate member of the Corporation shall have any vested right, interest or privilege of, in or to the assets or property of the Corporation or any right, interest or privilege which may be transferable or inheritable or which shall continue if his membership ceases.
Section 8. Law Student Affiliate Membership (LSAM) shall be available to any law student currently attending an accredited law school. All LSAM shall abide by the by laws, policies, and procedures of the Palm Beach County Bar Association. LSAM members may be removed from membership by a majority vote of the board of directors. Dues for LSAM shall be set out as outlined in Article III. LSAM may attend member events. LSAM must be approved by the board of directors through an application approved by the board of directors. Such law student members shall have no voting privilege nor shall they be permitted to hold office, be Directors or chair any committees.
ARTICLE III
DUES
Section 1. Annual Dues. On or before July 1 of each year, each regular and affiliate member shall pay annual dues in such amounts as shall be set from time to time by the Directors of the Corporation. An additional late charge, as assessed by the Board of Directors, will attach to any dues paid more than six months after July 1 of the year to which applicable.
Section 2. Delinquencies. The Treasurer shall report any dues delinquency to the Board of Directors as of September 1 of each year. The Board of Directors may, after due notice and in its discretion, thereafter strike the name of any dues delinquent member from the membership rolls of the Corporation. No regular member shall be entitled to vote unless his dues for the year in which the voting is held shall have been paid.
Section 3. Dues Deductions from Young Lawyers Section. The Corporation shall cause to be deducted thirty-five percent (35%) of the dues collected from members of the Corporation for membership in the Young Lawyers Section of the Corporation (“YLS Dues Deduction”). The YLS Dues Deduction shall be used at the discretion of the Corporation.
Section 4. Dues Deductions from North County Section. The Corporation shall cause to be deducted thirty-five percent (35%) of the dues collected from members of the Corporation for membership in the North County Section of the Corporation (“NCS Dues Deduction”). The NCS Dues Deduction shall be used at the discretion of the Corporation.
ARTICLE IV
Meetings of Members
Section 1. Regular Meeting. There shall be one regular meeting of the Corporation each month on one day of the month or at such time and place as may be determined by the Board of Directors from time to time. Special meetings of the Corporation may be called from time to time by vote of the majority of the Board of Directors to be held at such time and place as may be designated by them. At the written request of five percent (5%) of the members of the Corporation, it shall call special meetings of the Corporation to be held at such time and place as the President shall designate. The Secretary shall give members at least three (3) days mailed notice of the time and place of each special meeting and each regular meeting. Such notice may be provided to the members by the Palm Beach County Bar Bulletin.
Section 2. Annual Meeting. Unless the Board of Directors shall for good cause at least sixty (60) days prior thereto, determine otherwise, the regular monthly meeting of the Corporation in May shall be the annual meeting of the Corporation for the announcement of President-elect and Directors, and for such other business as would appropriately be transacted at such annual meeting.
Section 3. Quorum. The members of the Corporation present at any regular or any specially called meeting of the Corporation shall constitute a quorum of the Corporation to transact any business thereof.
ARTICLE V
Board of Directors
Section 1. General Powers. All affairs of the Corporation shall be managed by the Board of Directors.
Section 2. A. Number, Tenure and Qualifications. The Board of Directors shall comprise the President, President-Elect, three (3) standing seats reserved for the President of the Young Lawyers Section, President of the North County Section and Immediate Past President of the Corporation, as well as eight (8) additional Directors elected at large by the membership, all of whom shall be voting members of the Board of Directors. Four (4) of the at-large Directors shall be elected each year in the manner provided by these Bylaws and shall serve a two (2) year term, commencing with their installation at the Corporation’s Annual Installation Meeting and continuing until their successors have been duly elected and installed in office. The election of Directors shall be staggered so that four (4) of the eight (8) at-large Directors are elected every year for a two (2) year term. No at-large Director shall serve more than three (3) two-year consecutive terms or seven (7) consecutive years, whichever is greater. A former Director may again serve as a Director following the expiration of two (2) years after his or her last serving as Director, regardless of whether that Director’s service is terminated voluntarily or as a result of not being re-elected. All Directors must be members of the Corporation.
- Election of At-Large Directors. Each year, an election will be held for the election of President-elect of the Corporation according to these bylaws and elections procedures as set forth in Article XII. Yearly elections will be conducted for four (4) of the eight (8) at-large Director seats on an alternating basis. Candidates for the office of at-large Director must submit a completed nominating petition on a form originally prepared by the Corporation, to the offices of the Corporation, no later than Seventy-Five (75) days before the date of the scheduled election meeting. If the same or fewer number of persons are nominated for the office of at-large Director than there are vacancies, then no balloting shall be required for the election of such Directors, and those persons shall be declared elected. If less than all the seats are so filled, the Board of Directors shall fill any such vacancies as otherwise provided in these Bylaws. If more than the requisite number of persons are nominated for any at-large Director office, a contested election shall be conducted. All votes in the contested election shall be cast by completed ballots, utilizing forms prepared by the Corporation. If a number of votes cast in a completed ballot exceed the number of open seats, the ballots shall be deemed disqualified and shall not be considered in tabulating the votes that have been cast. For the yearly election of the office of at-large Director, the four (4) nominees receiving the highest number of votes cast shall be declared elected. If two (2) or more nominees for the office of at-large Director receive an equal vote, a runoff shall be held immediately thereafter at the election meeting. A candidate may run for only one seat on one board (or its affiliates – Young Lawyers Section or the North County Section) during any election year. Further a person may serve in only one seat on one Board (or its Affiliates) at any time. Any member who holds a current office or seat in the Palm Beach County Bar Association or its affiliates and who files a valid petition seeking any seat in the Association or its affiliates shall be deemed to resign their current seat effective upon the annual installation of new officers and directors that year.
- Transition. This Section C shall apply only to the first election of at-large Directors to which these Bylaws are applicable. The transition election shall elect six (6) at-large Directors, three (3) for one (1) year terms and three (3) for two (2) year terms. The three persons with the highest number of votes shall be awarded two (2) year terms. The three (3) persons with the next highest number of votes shall be awarded one (1) year terms. Thereafter, the three (3) Directors shall be elected yearly as otherwise set forth in these Bylaws.
- Transition. This Section D shall apply only to the first election of the two additional at-large Directors to which these Bylaws are applicable. The transition election shall elect two additional (2) at-large Directors, one (1) for one (1) year terms and one (1) for a two (2) year term. The four persons with the highest number of votes shall be awarded a two (2)-year term. The fifth (5th) person with the next highest number of votes shall be awarded a one (1) year term. Thereafter, the four (4) Directors shall be elected yearly as otherwise set forth in these Bylaws.
- Board Appointment if no Candidates for Election. In the event no qualified member seeks
to become an at-large Director, which leads to a vacant seat, the Board of Directors shall promptly cause to be issued a notice to the membership that a vacancy exists on the Corporation’s Board of Directors and for thirty (30) days shall solicit and accept applications from members for appointment to a position of at-large Director (“the Application Period”). The Board shall endeavor to obtain at least three (3) applications for at-large Director and may reasonably extend the Application Period if necessary for the purpose of obtaining additional applications. The Board shall make every effort to encourage diverse candidates to seek an at-large Director position during the Application Period. At the first regularly-scheduled meeting of the Board of Directors that follows the conclusion of the Application Period, the Board shall discuss and vote upon (by simple majority vote) the appointment of a qualified candidate for at-large Director (“the Appointee”). The Board shall make every reasonable effort to appoint a qualified, diverse applicant to be the Appointee. That Appointee will have a one-year term that shall start and end as if the Appointee had been elected in the most previous election. When applicable, the Appointee will be considered to have received the lowest number of votes for purposes of Section 2.c above. Unless expressly stated differently here, the rules and limitations of this Section apply to the Appointee.
Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held each month unless scheduled otherwise as provided herein. The Board of Directors may provide by resolution the time and place for the holding of any regular meeting without other notice and such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any two (2) members of the Board. The person or persons authorized to call special meetings of the Board may fix any place within the City of West Palm Beach as the place for holding such special meetings of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail or telegram to each Director at his business address as shown by the records of the Corporation. If notice is given by mail, such notice shall be deemed delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting, notwithstanding the fact that the Director may attend the meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened. Business to be transacted at the meeting need not be specified in the Notice or Waiver of Notice of such meeting unless specifically required by law or these Bylaws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors is present at the meeting, the majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Voting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these Bylaws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors shall be filled in the manner determined by the Board of Directors, but only for the unexpired portion of the term in which the vacancy occurs.
Section 9. Ex-officio Members. The members of the Board of Governors of The Florida Bar for the 15th Judicial Circuit and the President of the South Palm Beach County Bar Association shall be ex-officio members of the Board of Directors, who may attend and participate at such meetings but without vote. No ex-officio member shall be precluded from serving as an elected member of the Board of Directors or an officer.
ARTICLE VI
Officers
Section 1. A. Officers. The officers of the Corporation shall be a President, and President-Elect, as elected by the membership of the Corporation according to these Bylaws, as well as such other officers to be selected by the Board of Directors, as the Board of Directors may from time to time determine. Notwithstanding anything herein to the contrary, the Executive Director of the Corporation may serve as a non-elected officer other than as President or President-Elect at the discretion of the Board of Directors. The President and President-Elect shall each serve a one (1) year term in their respective capacities, commencing with their installation at the Corporation Annual Installation Meeting and continue until their respective successors have been duly elected and installed. Upon the expiration of such one (1) year term, the President-Elect shall succeed to the office of President without further election. If a President shall fail to serve his or her full term, the President-Elect shall immediately succeed to the office of President upon its becoming vacant and shall serve the balance of the term. No person shall serve consecutive terms as President; however, a President-Elect who has served as President by virtue of having filled a vacancy with less than six (6) months of the unexpired term remaining shall be allowed to remain in office for completion of his duly elected term as President. The President and President-Elect shall be members of the Corporation.
- Election of Officers. Each year, an election will be held for the election of President-elect of the Corporation according to these bylaws and elections procedures as set forth in Article XII. Candidates for the office of President-Elect must submit a completed nominating petition on a form originally prepared by the Corporation, to the office of the Corporation no later than ninety (90) days before the date of the scheduled election meeting. If only one (1) person shall be nominated for the office of President-Elect, no balloting shall be required for the election of such officer and such person shall be declared duly elected. If more than one person shall be nominated for the office of President-Elect, a contested election shall be conducted. All votes in the contested election shall be cast by completed ballots, utilizing forms prepared by the Corporation. For the election of President-Elect, completed ballots will be qualified only if a completed ballot casts no more than one (1) vote for the office of President-Elect. If the number of votes cast in a completed ballot exceeds one (1), the ballots shall be deemed disqualified and shall not be considered in tabulating the votes that shall have been cast. For the office of President-Elect, the nominee receiving the majority of votes cast shall be declared elected. If two (2) or more nominees for the office of President-Elect shall receive an equal vote, a runoff shall be held immediately thereafter at the election meeting. If a person is an elected officer of the Corporation, that person may not at the same time be an at-large Director or standing seat Director of the Corporation.
- Restrictions. No person shall be eligible to hold office of President of the Corporation for two (2) consecutive terms except that if a President shall fail to serve his full term as set forth in Section 1 above, and the President-Elect shall assume the office of President in the absence of the President, the President-Elect shall nevertheless be eligible to serve as President during the next succeeding year.
Section 3. Vacancies. In the event of the death, resignation or disqualification of the President, the President-Elect shall serve as President during the remainder of the term of office thus vacated and then shall serve as President for the term for which he was elected pursuant to Section 1 above. Any other vacancy in office because of death, resignation, disqualification or otherwise may be filled in the manner determined by the Board of Directors, but only for the unexpired portion of the term in which the vacancy occurred.
Section 4. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control the business affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign any contract or other instrument that the Board of Directors has authorized to be executed, except in cases where the execution thereof shall be authorized to be executed otherwise. The President in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. President-Elect. In the absence of the President or in the event of his inability or refusal to act, the President-Elect shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He shall familiarize himself with all activities and affairs of the Corporation and shall have such other duties as may be assigned to him by the President or Board of Directors.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of members of the Board of Directors in one or more books provided for that purpose, see that notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, keep a register of the post office address of each member which shall be furnished to the Secretary by such members, and in general perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the President or Board of Directors.
Section 7. Treasurer. It shall be the duty of the Treasurer to collect all dues, receive all monies and disburse the same upon order of the proper officers, keep a correct account of the same, and to prepare a monthly report of the finances of the Corporation for presentation to the regular meeting of Directors. The Treasurer shall have authority to deposit such money in the name of the Corporation in such banks, trust companies or other depositories that may from time to time be selected by the Board of Directors, and in general perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or Board of Directors. If the Treasurer has signatory powers over any bank accounts, such bank accounts must be reconciled by a person other than the Treasurer who does not have signatory authority over such account.
Section 8. Delegation. Duties of the officers of the Corporation may from time to time be delegated to members of the staff, the Executive Director or other paid employees of the Corporation when such delegation is authorized by the Board of Directors.
ARTICLE VII
Committees
Section 1. Committees. The President, with the advice of the Board of Directors, shall create from time to time such committees as he may deem advisable and necessary to carry out the purpose of the Corporation. He shall define the powers, duties, functions and scope of each committee.
Section 2. Committee Quorums. A majority of the respective committees shall be a working quorum with full power to report the action of their respective committees to the Corporation.
Section 3. Duties. The committee shall, in addition to such duties as may be prescribed by the Bylaws or delegated directly by the Corporation, form and carry out in Palm Beach County the duties prescribed for corresponding committees of The Florida Bar. Such committees shall at all times coordinate their work to the fullest extent possible in cooperation with the corresponding committees of The Florida Bar.
Section 4. Term of Office. Committee members shall be appointed by the President upon application by the members setting forth the willingness of such member to serve. Each member of a committee shall continue as such until the following June 30, or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee or unless such member shall cease to qualify as a member of the Corporation.
Section 5. Chair. The President shall appoint one member of each committee as Chair and, at the President’s discretion, one member as Vice-Chair. Vacancies in Chair or Vice-Chair shall be filled by the President.
Section 6. Standing Committee for Diversity and Inclusion. This section shall establish a standing committee to be known as the Committee for Diversity and Inclusion (CDI). Each year, the President shall appoint a member of the Corporation’s Board of Directors to serve as the Chair or as a Co-Chair of the CDI. The board member appointed as Chair or Co-Chair of the CDI shall report on the activities of the CDI at Board’s monthly meetings. The chair(s) of the CDI shall, to the extent practicable, work in coordination with any Florida Bar committee(s) tasked with promoting diversity and inclusion. The mission of the CDI is to promote and facilitate the growth of diversity and inclusion in the local legal community through education, community involvement, and social engagement with and between people of varying race, color, religion, sexual orientation, gender identity, gender expression, ethnicity, national origin, age and mental and physical disability.
ARTICLE VIII
Policies
The Board of Directors shall, from time to time, at its discretion as deemed necessary, establish policies for the benefit of the Corporation. Such policies shall have the same force and effect as if they were made a part of the Bylaws, and such policies shall be duly incorporated by reference to these Bylaws. At the time of the approval of the Bylaws, the policies so approved by the Board of Directors are the Director Attendance Policy and the Director Performance Policy.
Additionally, the Board may, in its discretion, make statements on behalf of the Corporation in response to events that affect the Corporation’s members or for which the membership may benefit from a statement. Any such statement shall be in the form of a letter from the President of the Corporation and shall be circulated at the discretion of the Board of Directors. The language of any such statement shall be measured and non-partisan and must be approved by a majority vote of the Board of Directors.
ARTICLE IX
Sections
Section 1. Section Authority. The Board of Directors shall, from time to time, at its discretion and as deemed necessary, authorize the creation of sections of the Corporation. Such sections shall have the authority to elect their own officers and charge dues in addition to those dues prescribed by ARTICLE III of these Bylaws, all of which shall be approved by the Board of Directors of the Corporation.
Section 2. Section Quorum. A majority of the elected officers of a section shall constitute a quorum for the transaction of business and a meeting of the section.
Section 3. Section Voting. The act of a majority of the elected officers present at a meeting at which there is a quorum shall be the act of the section.
ARTICLE X
Gender
Words of any gender used in these Bylaws shall be held and construed to include any other gender, and words in the singular shall be held to include the plural, unless the context otherwise requires.
ARTICLE XI
Parliamentary Rules
The parliamentary rules prescribed in and by “Roberts Rules of Order”, latest available edition, shall govern the conduct of the meetings of this Corporation.
ARTICLE XII
Amendments
These Bylaws may be adopted or amended by two-thirds (2/3) vote of all members present at any regular meeting of the Corporation or in a special meeting called for that purpose, provided notice in writing of the wording of the proposed amendment has been submitted to each member at least three (3) days prior to said meeting. These Bylaws may also be adopted or amended without notice by three-fourths (3/4) vote of the members present at any regular meeting of the Corporation.
ARTICLE XIII
Election Procedures
Section 1. Ballots. Voting shall be conducted either electronically or by secret ballot and the requirement of secret ballot may not be waived except by amendment of these By-Laws.
When Corporation staff receives a mailed ballot, they shall delete the member’s name reflected on the outside envelope from the voting list and remove the outer envelope which identifies the member. Corporation staff shall not open the inner ballot envelope. All ballots must be received at the Corporation office no later than 4:00 p.m. on April 15, or the next following business day (if April 15 falls on a Saturday, Sunday or a holiday), otherwise they will not be counted. Any ballots received without the outer envelope with the member’s information on the outside sufficiently legible to identify the member shall not be counted. Any ballots received wherein the inner envelope is not sealed shall not be counted.
Section 2. Ballot Tabulation. The ballots shall be tabulated in accordance with the standing policies of the Board of Directors of the Corporation pursuant to Article VIII of these By-Laws, which policies shall be available to the candidates. Candidates for office may not assist in the counting and tabulation of ballots, but may, if they wish to do so, attend the ballot tabulation. Notwithstanding the foregoing, the Board of Directors, in its discretion, may authorize a company with experience in the field (“Ballot Tabulation Co.”) to tabulate the ballots. If a Ballot Tabulation Company is appointed to count the votes, the ballots shall be tabulated under conditions deemed reasonable by the Ballot Tabulation Company. The results of the voting shall be announced as soon as practicable.
Section 3. Elections. The candidate receiving a majority of the votes cast for the vacant President-Elect office shall be elected to such office. The candidate(s) receiving the highest number of votes cast for the vacant Director at Large position(s) shall be elected to positions of Directors at Large.
Section 4. Tie Vote. If no candidate for the President-Elect position receives a majority, there shall be a runoff election between the candidates receiving the highest number of votes for that office. If there is a tie vote for the position, there shall be a runoff election between the candidates who have an equal number of votes for the position.
The ballots for the runoff shall be mailed within seven days from the first Ballot Tabulation Day and the voted ballots shall be received at the Corporation office prior to 4:00 p.m. on April 30. The ballots shall be counted and the results certified as provided for in the first election. If the results still fail to qualify a candidate as elected, the deadlocked candidates shall decide who is elected by drawing of lots under the supervision of the President.
