ARTICLE I – NAME, PURPOSES, AND FISCAL YEAR
SECTION 1. Name.
The Association or Corporation shall be called the the fiscal year of the Association shall end on the 31st of May of each year.
SECTION 2. Purposes.
The purposes of the Association are to further the cause of justice; to sustain and improve the law and its administration; to help ensure that legal practitioners conform to a high standard of professional duty; to seek ways to make the practice of law efficient and effective in the administration of justice; to promote the professional and social interest of the bar; and to serve the public interest by working to increase the availability of justice to disadvantaged persons and by educating the bar and the public regarding important civic and professional issues that warrant the involvement of the bar.
SECTION 3. Fiscal Year.
Unless otherwise fixed by the Executive Committee, the fiscal year of the Association shall end on the 31st of May of each year.
SECTION 1. Membership.
There shall be three classes of members of the Association: honorary, life and regular.
SECTION 2. Honorary Members.
The following persons shall be eligible to be honorary members of the Association.
All active or retired judges or justices of the Massachusetts Supreme Judicial Court, the Massachusetts Appeals Court, the Trial Court of Massachusetts, and the Superior and District Courts of Massachusetts, and the magistrates and judges of the United States District Courts in Massachusetts and the First Circuit Court of Appeals, such honorary membership to terminate in any instance upon resumption of the active practice of law by the member.
All full-time judges or justices of any court of record who were members of the Association at the time of their appointment.
Such other persons as may from time to time be chosen by the Executive Committee, for life.
SECTION 3. Life Members.
Any member of the Association who has reached the age of 75 after 25 years as a member in good standing may, upon request in writing, continue as such a member without the obligation to pay dues but with all of the rights and privileges of his or her former membership.
SECTION 4. Regular Members.
Any member of the bar, duly admitted to practice and in good standing in the Commonwealth of Massachusetts or any other state, shall be eligible for membership in the Association as a regular member. Regular members shall have all the rights and privileges of members of the Association.
SECTION 5. Admission to Membership.
Any person eligible for membership in the Association shall become a member upon the acceptance of his or her candidacy by the Executive Committee or its designee, and payment of such dues as may be required under Article IV.
SECTION 6. Rights and Privileges.
In addition to such powers and rights as are vested in them by law or these By-Laws, members shall have such other rights and privileges as the Executive Committee may designate.
SECTION 7. Suspension and Expulsion of Members.
The Executive Committee may suspend any member of the Association from the exercise of all rights and privileges of membership for such period as die Executive Committee shall specify, for any cause which shall in its opinion render such suspension necessary or expedient, provided that at least nine members of the Executive Committee are present at the meeting at which suspension is voted, and that two-thirds of such members present consent thereto. The disbarment of any member shall, ipso facto, result in the expulsion of such member from the Association.
ARTICLE III – SPONSORS, BENEFACTORS, FRIENDS OF THE ASSOCIATION
The Executive Committee may designate certain persons or groups of persons as sponsors, benefactors, or friends of the Association or other such title as it deems appropriate. Such persons shall serve in an honorary capacity and may have such rights or responsibilities, if any, as the Executive Committee may determine, but shall in such capacity have no right to vote or hold office, except as the Executive Committee shall otherwise determine.
The annual dues of the regular members shall be fixed by the Executive Committee from time to time.
The name of any member in default in payment of dues or any part thereof after thirty days’ notice by the Treasurer may be reported by the Treasurer to the Executive Committee and the Executive Committee may suspend, expel, or take such other action with regard to such member as it may deem advisable. Any member whose dues are six months in default shall automatically cease to be a member provided a notice of non-payment shall have been given as provided above. Any such member may be reinstated by the Executive Committee upon payment of the dues in default.
ARTICLE V – MEETINGS OF THE ASSOCIATION
SECTION 1. Date, Time and Notice.
The annual meeting of the Association shall be held on the third Wednesday in May or such other date as the Executive Committee may determine.
Special meetings of the Association may be called at any time by the Executive Committee, or the President, and shall be called by the Secretary, or in the case of death, absence, incapacity or refusal by the Secretary, by any other officer, upon the written application of five or more members entitled to vote thereat, if permitted by law.
All meetings of the Association shall be held at such place and at such hour as the call my specify or the Executive Committee may designate. At each meeting of the Association the order of business shall be determined by the President.
SECTION 2. Quorum.
At any meeting of the members, ten members entitled to vote thereat shall constitute a quorum. Any meeting may be adjourned to such date or dates not more that 90 days after the initial meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
SECTION 3. Action by Vote.
When a quorum is present at any meeting, a majority of the votes properly cast by members present and voting shall decide any questions, including election to any office, unless otherwise provided by law or these By-laws.
SECTION 4. Voting by Mail.
The election of officers and members of the Executive Committee shall be conducted by ballot as provided in Section 1 of Article VII. In addition, the Executive Committee may direct that a ballot by mail or e-mail or a combination thereof (or such other method approved by the Executive Committee, provided the member and his/her vote may be identified, tabulated and retained in some form for reproduction and re-count) be taken for use at any meeting of the Association on any subject it considers of sufficient importance, and the Secretary or a temporary Secretary of the meeting shall cast such ballots as indicated thereon with the same effect as if the members submitting them were personally present and voting at the meeting.
ARTICLE VI – OFFICERS OF THE ASSOCIATION
SECTION 1. Enumeration of Officers.
The officers of the Association shall be a President, a Vice President, a Treasurer and a Secretary, all of whom, except for the President, shall be elected bi-annually by the members of the Association who have the right to vote. The Secretary shall be a resident of the Commonwealth. The Vice-President shall automatically succeed to the office of President as and to the extent provided in Article VII.
SECTION 2. President.
The President shall be the chief executive officer of the Association. The President shall have primary responsibility of overseeing the activities of the Association and its sections and committees, shall preside over meetings of the Executive Committee and of the Association, and shall have other rights and duties customarily incident to the office or as may be designated by the Executive Committee.
SECTION 3. Vice President.
In the absence or inability to act of the President, the President’s duties shall be performed by the Vice President. The Vice-President shall have such other rights and duties as may be delegated by the President or the Executive Committee.
SECTION 4. Treasurer.
The Treasurer, subject to the directions of the Executive Committee shall have charge of the financial affairs of the Association. The Treasurer shall collect and hold all monies due the Association and shall take such action as he or she deems appropriate to collect unpaid dues. Checks drawn on bank accounts of the Association shall be signed by the Treasurer or such other officers or agents as the Executive Committee may determine; however, disbursement of funds shall be within the approved budgets of the Association unless the Executive Committee otherwise determines. The Treasurer shall submit an annual financial report to the annual meeting of the Association and monthly or other financial reports to the Executive Committee as it requires and shall have other rights and duties customarily incident to the office or as may be designated by the Executive Committee.
SECTION 5. Secretary.
The Secretary shall attend the meetings of the Association and of the Executive Committee and shall make a record of their proceedings. In the event of the Secretary’s absence from any meeting, the Executive Committee may choose a Secretary pro tempore who shall have all the duties and powers of the Secretary at such meetings. The records of meetings of the Association and the Executive Committee shall be under the Secretary’s control and shall not be exhibited unless authorized by the Executive Council or required by law. The Secretary shall have such other rights and duties as may be designated by the Executive Committee.
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.
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.
The President and the elected 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.
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.
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 any combination of mail, e-mail, or other any method that reasonably provides adequate notice 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:
- 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;
- 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;
- 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;
- 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 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.
ARTICLE VIII – EXECUTIVE COMMITTEE
SECTION 1. Composition of the Executive Committee.
The Executive Committee shall consist of:
Five regular members of the Association; one having his or her business office in Northern Berkshire, one having his or her business office in Central Berkshire, one having his or her business office in Southern Berkshire, and two at-large members. These five elective members shall be chosen by ballot at the annual meeting. All members of the Association may vote in the election of the five elective members.
The President, Vice President, Treasurer and Secretary; and
The immediate past President of the Association.
SECTION 2. Terms of Office.
The members of the Executive Committee shall be elected bi-annually by the Association, to serve for a term of two years.
SECTION 3. Powers and Duties.
Subject to these By-laws, the Executive Committee shall be responsible for establishing the policies and supervising the direction and management of the affairs of the Association. Without limiting the generality of the foregoing, the Executive Committee shall have the following powers and duties:
The Executive Committee may adopt a budget for each fiscal year of the Association and the expenses provided for therein shall be authorized by such adoption. All other expenditures and all material transactions not in the ordinary course of the affairs of the Association shall be authorized from time to time by vote of the Executive Committee.
The Executive Committee may establish and direct the activities of the committees of the Association, subject to these By-laws, as it deems necessary or desirable in administering the affairs of the Association, which committees shall have such powers and duties and shall exist for such period of time as the Executive Committee may determine. The Executive Committee may modify or revoke the work of any committee.
The Executive Committee shall have the power to act for the Association directly or through committees in proposing, supporting or opposing legislation, rules or regulations, or appointments or elections to offices concerned with the administration of justice, and may make statements on behalf of the Association on questions of important public interest which in the judgment of the Executive Committee warrant the involvement of the bar.
The Executive Committee may select, employ, and establish the duties of an Executive Director of the Association, who shall serve at the pleasure of the Executive Committee. Subject to the directions of the Executive Committee, the Executive Director shall, under the President, manage the affairs of the Association and shall employ and fix the compensation of all the employees of the Association. The Executive Director shall have such other duties as may be determined by the Executive Committee.
SECTION 4. Meetings and Quorum.
Regular meetings of the Executive Committee shall be held on such days and at such time as the President shall determine. Special meetings of the Executive Committee may be called by the President or the Secretary at any time, and shall be called by the Secretary when requested to do so by five or more members of the Executive Committee. All meetings of the Executive Committee shall be held at such place in Berkshire County as designated by the person calling the meeting. Forty-eight hours notice by any combination of mail, e-mail, telephone or other any method that reasonably provides adequate notice shall be given of all meetings of the Executive Committee unless shorter notice is adequate under the circumstances. Except as otherwise specifically provided herein, five members of the Executive Committee shall constitute a quorum. Some or all of the Executive Committee members may participate in any Committee meeting remotely by telephone, or internet or satellite enabled audio or video conferencing or any other technology that enables the remote participant(s) and all persons present at the meeting location to be clearly audible to one another and that is approved by the Committee. Committee Members who participate remotely shall be deemed present and in attendance for all purposes, including establishing a quorum.
SECTION 5. Action by Writing.
Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all the members of the Executive Committee consent to the action in writing and the written consents are filed with the records of the meetings of the Executive Committee. Such consents shall be treated for all purposes as a vote at a meeting.
SECTION 6. Execution of Papers.
Except as the Executive Committee may generally or in particular cases authorize, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Association shall be signed by the President or the Treasurer.
ARTICLE IX – INDEMNIFICATION OF OFFICERS AND EXECUTIVE COMMITTEE MEMBERS
SECTION 1. Right to Indemnification.
The Association shall, to the extent legally permissible and only to the extent that the status of the Association as an organization exempt under Section 501(c)(6) of the Internal Revenue Code is not affected thereby, indemnify each person serving or who has served as an Officer of the Association, against all liabilities and expenses (including judgments, awards, amounts paid in settlement, and reasonable fees and disbursements of counsel) imposed upon, or reasonably incurred by, such person in connection with or resulting from any Claim (as hereinafter defined) in which he or she may become involved as a parry or otherwise, by reason of being or having been an Officer or Agent of the Association, or by reason of any alleged acts or omissions in such capacity. No indemnification shall be provided to any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association, or with respect to a criminal matter where he or she had reasonable cause to believe that his or her conduct was unlawful. Furthermore, no indemnification shall be provided to any person who is adjudicated to be liable to the Association or makes a settlement payment to the Association, unless a court otherwise determines that indemnification is appropriate under the circumstances.
SECTION 2. Advanced Payments.
Expenses incurred by an Officer or Agent in defending a Claim may be paid by the Association in advance of the final disposition of such Claim upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be ineligible for indemnification under this Article, which undertaking shall be an unlimited general obligation but need not be secured and may be accepted without regard to the financial ability of the person to make repayment.
SECTION 3. Determinations; Payments.
All advance and other payments of any indemnification under this Article shall be authorized by any one of the following procedures:
The Executive Committee shall find, by vote of a disinterested quorum of its members (without counting the vote or presence for purposes of a quorum of any member who is claiming such indemnification or is a party to the Claim in question), that the person claiming such indemnification is eligible to receive the same and, in the case of a settlement, that the amount paid in settlement, or the portion thereof as to which indemnification is to be given, is reasonable under the circumstances; or
Independent legal counsel (who may be the regular counsel of the Association) shall have delivered to the Executive Committee their written opinion at the same effect; or
The members of the Association, by vote of a disinterested quorum of its members (without counting the vote or presence for purposes of a quorum of any member who is claiming such indemnification or is a party to the Claim in question), shall have specifically (determined that such person is eligible for such indemnification; or
A court having jurisdiction shall have entered a final order ordering the payment of such indemnification.
SECTION 4. Definitions.
As used in this Article, “Officer” means any person who serves or has served as an officer of the Association or a member of the Executive Committee, and his or her respective heirs, executors, administrators and assigns.
“Claim” means any threatened or actual administrative, civil or criminal claim, action, suit, investigation or proceeding, whether brought by or in the right of the Association, by another organization in which it has an interest, by a third party or otherwise, including a proceeding in which an Officer is successful in seeking indemnification under this Article.
SECTION 5. Exclusivity.
The provisions for indemnification hereunder shall not limit any right of indemnification existing independently of this Article.
SECTION 6. Insurance.
The Executive Committee shall have power to authorize the purchase and maintenance of insurance at the expense of the Association for its benefit and the benefit of its Officers and Agents against liability or indemnification hereunder, whether or not the Association would have the power to furnish such indemnification under this Article.
SECTION 7. Amendment.
The provisions of this Article may be amended or repealed at any time by the Executive Committee or by the members of the Association; provided, however, that no such amendments or repeal which adversely affects the rights of an Officer or Agent under this Article with respect to his or her acts or omissions at any time prior to such amendment or repeal shall apply to that person without his or her consent.
ARTICLE X – PERSONAL LIABILITY
The members of the Executive Committee and the members of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Association may look only to the funds and property or the Association or payment of any such contract or claim, or for payment of any debt, damages, judgment or decree, or any money that may otherwise become due or payable to them from the Association.
ARTICLE XI – CONFLICTS OF INTEREST
The Association may enter into contracts or transact business with one or more of its members, officers or Executive Committee members or with any corporation, partnership or other concern in which any one or more of such persons is a stockholder, partner, director, officer or employee or is otherwise interested, may enter into other contracts or transactions in which any one or more of its members, officers or Executive Committee member is any way interested; and, in the absence of fraud or bad faith, no such contract or transaction shall be invalidated or in any way affected by the fact that such persons have or may have interests which are or might be adverse to the interests of the Association, even though the vote or action of such person having such adverse interests may have been necessary to obligate the Association upon such contract or transaction. At any meeting of the Executive Committee (or of any duly authorized committee thereof) at which any such contract or transaction shall be authorized or ratified, any such interested person may vote or act thereon with like force and effect as if he or she had no such interest, provided in such case the nature of such interest shall be disclosed or shall have been known to the members of the Executive Committee acting on the matter. A general notice that a person is interested in any corporation or other concern of any kind referred to above shall be a sufficient disclosure as to the nature of such interest with respect to all contracts and transactions with such corporation or other concerns. If the Executive Committee shall determine that the adverse interest of a member of the Association, officer or Executive Committee member is detrimental to the interests of the Association, such person shall be given the opportunity to terminate the adverse interest or to resign from all positions and memberships in the Association and the Executive Committee.
ARTICLE XII – AMENDMENT OF BY-LAWS
The Association may, at any meeting, by a vote of a majority of the members voting at the meeting, amend or repeal its By-laws, provided that no proposal for such amendment or repeal shall be acted upon unless a description or the text of such amendment or repeal is given in the notice of the meeting.
APPROVED May 15, 2013 at the annual meeting under Article XII by a majority of the members voting.