Amendments to By-Laws

Article VII of the Berkshire Bar Association By-Laws dated July 1, 1996, is hereby amended by striking out said article in its entirety and inserting in place the following:

ARTICLE VII - ELECTION OF OFFICERS

SECTION 1. Nominating Committee.

The Nominating Committee shall be composed of the two most immediate past Presidents able to serve and three members, excluding current elected officers of the Association and members of the Executive Committee. It shall be appointed by the Executive Committee. Three shall constitute a quorum. The Nominating Committee shall oversee the election procedures set forth in Article VII, including setting the dates and any necessary rules covering nominations and elections, tabulating votes and preparing all required notices and election ballot.

SECTION 2. Election.

  1. The Vice-President shall succeed automatically to the office of President unless the Executive Committee votes to waive this provision, in which event the office of the President shall be filled by nomination and election in the manner specified for the other officers of the Association. The Vice-President, Treasurer and Secretary of the Association and the members of the Executive Committee shall be chosen by ballot at the annual meeting as specified herein in Section 3.
  2. The President and the elective officers and the Executive Committee members shall take office on the first day of September following such election.

SECTION 3. Election Procedure.

Officers and Executive Committee members shall be elected by written ballot at the Annual Meeting, in accordance with the following procedures.

  1. Notice. At least twelve weeks prior to the Annual Meeting, notice of the coming election shall be sent by the Nominating Committee to all members, requesting those interested in running for Vice President, Treasurer, Secretary and/or Executive Committee, including incumbent Executive Committee members wishing to serve another term, to submit his or her name to the Nominating Committee.
  2. Election Ballot. The Nominating Committee shall review the names submitted to it as provided for above, and from among those and such other members as the Committee may choose to consider, shall select and nominate a slate comprised of one nominee for each position. That slate shall be communicated in writing by mail to each member six weeks in advance of the Annual Meeting. In addition to the names on the slate there shall be added to the Election Ballot the following:
  1. Vice President: the name(s) of any other member(s) seeking that office and on behalf of whom ten (10) other members have indicated in a writing signed by her/him that she/he wishes that name or those names to be added to the ballot;
  2. Treasurer: the name(s) of any other member(s) seeking that office and on behalf of whom five (5) other members have indicated in a writing signed by her/him that she/he wishes that name or those names to be added to the ballot;
  3. Secretary: the name(s) of any other member(s) seeking that office and on behalf of whom five (5) other members have indicated in a writing signed by her/him that she/he wishes that name or those names to be added to the ballot;
  4. Executive Committee: the name(s) of any other member(s) seeking that office and on behalf of whom five (5) other members have indicated in a writing signed by her/him that she/he wishes that name or those names to be added to the ballot.

And all such writings must be received by the Nominating Committee no later than four weeks in advance of the Annual Meeting and election. In addition the proposed nominee must have indicated to the Committee her/his willingness to serve in the position for which she/he is being nominated.

The Nominating Committee shall confirm as to each nominee that she/he is a member of the Association in good standing.

The Election Ballot shall list candidates alphabetically by last name and shall indicate as to each candidate either: (1) "offered by the Nominating Committee" or (2) "nominated by ten (or, as the case may be, by five) or more members."

The Nominating Committee shall, by such means and at such time(s) as it shall reasonably determine, but not less than one week prior to the Annual Meeting and election, make available to the members a copy or the content thereof of the Election Ballot as it has become constituted pursuant to the foregoing and as it will therefore be made available at the Annual Meeting and election.
In substitution for voting in person at the Annual Meeting and election, any member may cast her/his ballot at any time after the election ballot is finalized and printed by mail, upon written request of the member.

For each such method the Nominating Committee shall provide mechanisms which shall address
(a) the need for ballot secrecy, and at the same time (b) the avoidance of multiple balloting.
In all situations where notice to the membership is required, except where otherwise specifically provided, notice by means of inclusion of the subject information in the Association newsletter, and the mailing thereof shall suffice.

At the Annual Meeting, members in attendance will be given the official election ballot. Each member may vote for one nominee for Vice President. The nominee for Vice President receiving the greatest number of votes shall be elected to that office.
Each member may vote for one nominee for Treasurer. The nominee for Treasurer receiving the greatest number of votes shall be elected to that office.

Each member may vote for one nominee for Secretary. The nominee for Secretary receiving the greatest number of votes shall be elected to that office.

Each member in attendance may vote for one nominee to the Executive Committee having his or her business office in Northern Berkshire. The nominee for this position on the Executive Committee receiving the greatest number of votes shall be elected to that office.

Each member in attendance may vote for one nominee to the Executive Committee having his or her business office in Central Berkshire. The nominee for this position on the Executive Committee receiving the greatest number of votes shall be elected to that office.

Each member in attendance may vote for one nominee to the Executive Committee having his or her business office in Southern Berkshire. The nominee for this position on the Executive Committee receiving the greatest number of votes shall be elected to that office.

Each member in attendance may vote for two nominees for at large members of the Executive Committee. The two nominees for these positions receiving the greatest number of votes shall be elected to these offices.

SECTION 4. Suspension or Removal.

The Executive Committee may suspend or remove any of its members, including any officer, with or without cause, provided that at least seven members of the Executive Committee are present at the meeting at which the suspension or removal is voted, and that two-thirds of such members present consent thereto.

SECTION 5. Vacancies.

Upon death, resignation or removal of the President, the Vice President shall succeed to the office of the President until the date fixed herein for taking office after the next annual election, subject, however, to waiver of the automatic succession provision provided herein. Vacancies in other offices of the Association or in the membership of the Executive Committee shall be filled by the Executive Committee for the remainder of the term of such officer or Executive Committee member. The Executive Committee shall have and may exercise all its powers notwithstanding the existence of one or more vacancies in its number.

SECTION 6. Committee Chairs.

The President shall appoint a chairperson for each of the committees established by the Executive Committee, to take office on September 1 and to serve for a term of two years during his or her term as President. Section chairpersons may not serve for more than two consecutive two-year terms, unless the Executive Committee otherwise determines. The chairperson shall preside over all meetings of the section and shall administer the affairs of the section, subject to and in accordance with these By-laws and the policies of the Executive Committee. In the event of a vacancy in the office of section chair, the President shall appoint a successor to hold office for the remainder of the term.

SECTION 7. Annual Reports.

Each committee shall file with the Executive Committee prior to September 1 of each year a report of its activities and of the activities of the committees under its jurisdiction for the year then ending and a plan describing the programs and activities of the section for the following year.

APPROVED May 20, 1998, at the annual meeting under Article XII by a majority of the members voting.

Paul M. Vrabel, President