Amended
Bylaws of the
ARTICLE I – OFFICES
ARTICLE II - OBJECT AND PURPOSE
ARTICLE III - QUALIFICATIONS FOR MEMBERSHIP
ARTICLE IV - MEETINGS OF MEMBERS
ARTICLE V – ELECTIONS
ARTICLE VI – DIRECTORS
ARTCLE VII - MEETINGS OF THE BOARD
ARTICLE VIII – NOTICES
ARTICLE IX – OFFICERS
ARTICLE X - GENERAL PROVISIONS
ARTICLE XI – FINANCES
ARTICLE XII - RESTRICTION ON USE OF ASSOCIATION NAME
ARTICLE XIII – AMENDMENTS
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ARTICLE I
– OFFICES
Section 1. Offices.
The South Carolina Women Lawyers Association,
Inc. (hereinafter referred to as “Association”) is a
Section 2. Additional
Offices.
The Association may also have offices and
places of business at such other places, within or without the State of
ARTICLE II - OBJECT AND PURPOSE
Section 1. Object and Purpose.
The object and purpose of the Association shall
be:
ARTICLE III - QUALIFICATIONS FOR
MEMBERSHIP
Section 1. Voting
Membership.
As set out in Article XI herein, The Board of
Directors shall establish categories of membership and dues assessment amount.
The following persons shall be qualified for voting membership in the
Association:
(a) Any lawyer who is a member in good standing of the South Carolina Bar or
the bar of any other state and who pays the Association’s annual dues
assessment for any category of membership; and
(b) Any lawyer who has been a member in good standing of the South Carolina Bar
or the bar of any other state for a period of five years and has retired from
the practice of law as a member in good standing, and who pays the
Association’s annual dues assessment.
Section 2. Student
Membership.
The following persons shall be qualified for
student membership in the Association:
(a) Any law student in a post-baccalaureate law school program at a law school
recognized as accredited by the South Carolina Supreme Court, and who pays the
Association’s annual dues assessment for student membership. Student members
shall not have the right to vote or to hold office in the Association.
ARTICLE IV - MEETINGS OF MEMBERS
Section 1. Time and Place.
The annual meeting of the members for the
election of directors and all special meetings of members for that or for any
other purpose may be held at such time and place within or without the State of
South Carolina as shall be stated in the notice of the meeting.
Section 2. Annual Meetings.
An annual meeting of members shall be held each
calendar year at the time and place set by the Board of Directors. At each
annual meeting the members shall transact such business as may properly be
brought before the meeting.
Section 3. Notice of
Annual Meeting.
Written notice of the place, date and hour of
the annual meeting shall be given personally or by mail to each member entitled
to vote thereat not less than ten nor more than sixty days prior to the
meeting.
Section 4. Special
Meetings.
Special meetings of the members, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president or a majority of the
directors, and shall be called by the president or the secretary at the request
in writing of a majority of the directors, or at the request in writing of at
least ten percent of the members entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 5. Notice of
Special Meeting.
Written notice of a special meeting of members
stating the place, date and hour of the meeting, the purpose or purposes for
which the meeting is called, and by or at, whose direction it is being issued
shall be given personally or by mail to each member entitled to vote not less
than ten nor more than sixty days prior to the meeting.
Section 6. Quorum.
Ten percent of the members of the Association
determined by the payment of dues as of the first day of the month in which the
meeting is noticed shall constitute a quorum of the Association. The quorum
shall include those members present by proxy, said proxies to be filed with the
Secretary of the Association prior to the conclusion of the voting on a matter
in which a vote is cast by proxy.
A quorum shall be necessary for the transaction of business at all meetings of
the members. If, however, such a quorum shall not be present or represented at
any meeting of the members, the members entitled to vote thereat present in
person or represented by proxy shall have power to adjourn the meeting from
time to time, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 7. Voting.
Only voting members who have paid their dues
for the then current year shall be entitled to vote at meetings of the
Association or by mail-in ballot for the Directors. At any meeting of the
members, every such voting member having the right to vote shall be entitled to
vote in person or by proxy. Except as otherwise provided by law or the articles
of incorporation, each such voting member shall be entitled to one vote on each
matter to be voted upon at any duly called meeting of the Association. All
elections shall be determined by a plurality vote, and, except as otherwise provided
by law or the articles of incorporation, all other matters shall be determined
by vote of a majority of the members present or represented at such meeting and
voting on such questions.
Section 8. Proxies.
Every proxy must be executed in writing, and
dated by the member or by her attorney-in-fact. No proxy shall be valid after
the expiration of eleven (11) months from the date thereof, unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
member executing it.
ARTICLE V – ELECTIONS
Section 1. Nominations.
The Board of Directors or a nominating
committee appointed by the Board of Directors shall nominate members for
election to the Board of Directors. The opening of the nominations period shall
be announced to the membership at large at least one month prior to the close
of nominations for these elections.
Nominations by the membership at large shall be in writing in the form of a
petition signed by at least five voting members in good standing. The nominations
period shall close at least seven (7) days prior to the date of the mailing out
of the ballots and the Board of Directors shall compile a list of all qualified
candidates.
ARTICLE VI – DIRECTORS
Section 1. Number; Tenure.
The number of directors which shall constitute
the entire Board of Directors shall be not less than ten nor
more than twenty-five. The Board of Directors shall by resolution provide for
the number of directors. Directors shall be elected for two year terms and the
terms shall run from January 1 until December 31. Directors shall be elected
via mail-in ballot before December 31 of each year, except as provided in
Section 3 of this Article VI, and each director shall be elected to serve until
his or her successor has been elected and has qualified.
Section 2. Resignation;
Removal.
Any director may resign at any time. A majority
of the members entitled to vote for the election of directors may remove a
director with or without cause.
Section 3. Vacancies.
If any vacancies occur in the Board of
Directors by reason of the death, resignation, retirement, disqualification or
removal from office of any director, the remaining directors, although less
than a quorum, may by majority vote choose a successor or successors, and the
directors so chosen shall hold office until the next annual meeting of the
members and until their successors shall be duly elected and qualified, unless
sooner displaced; provided, however, that if in the event of any such vacancy
the directors remaining in office shall be unable, by majority vote, to fill
such vacancy within thirty days of the occurrence thereof, the president or the
secretary may call a special meeting of the members at which such vacancy shall
be filled.
Section 4. Committees of
the Board of Directors.
The Board of Directors may establish such committees as shall from time to time
be needed to advance the goals of the Association. The Executive Committee
shall consist of the president, president-elect, secretary, treasurer and
immediate past-president, and a quorum, consisting of three of the five
officers shall be necessary for the Executive Committee to take any action.
ARTCLE VII - MEETINGS OF THE BOARD
Section 1. Place.
The Board of Directors of the Association may
hold meetings, both regular and special, either within or without the State of
Section 2. Regular
Meetings.
Regular meetings of the Board of Directors may
be held at such time and at such place as shall from time to time be determined
by the Board of Directors. A Director may attend by telephone no more than two
of the regular meetings of the Board of Directors during any calendar year. Any
Director who fails to attend and/or attends by telephone more than a total of
three of the regular meetings of the Board of Directors during any calendar
year shall be removed by the Board of Directors, except upon good cause shown
to the Board by such Director. Regular meetings may not be held by telephone,
except upon approval of a majority of the directors then in office. If a
meeting is conducted by telephone, all Directors who are participating in the
meeting must be able to simultaneously hear each other.
Section 3. Special
Meetings.
Special meetings of the Board of Directors may
be called by the President upon two days notice to each Director, which notice
shall specify the time, place and purpose of the meeting and which notice may
either be delivered in person or by telephone, facsimile, courier, mail or
other legal method. Upon the written request of 25% or more of the Directors,
special meetings shall be called by the President or Secretary in the same
manner and with the same notice as provided in the preceding sentence. Special
meetings may be held by telephone, provided that all Directors who are
participating in the meeting can simultaneously hear each other.
Section 4. Quorum.
At all meetings of the Board of Directors, a
majority of the directors then in office shall be necessary to, and constitute
a quorum for the transaction of business, and the vote of a majority of the
directors present at the time of the vote (in person or by telephonic means), a
quorum being present, shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present may adjourn the meeting from time to time until a quorum shall be
present. Notice of any such adjournment shall be given to any directors who
were not present and, unless announced at the meeting, to the other directors.
ARTICLE VIII – NOTICES
Section 1. Form; Delivery.
Except as otherwise provide in these Bylaws,
notices to directors and members shall be in writing and may be delivered
personally or by mail, courier or facsimile. Notice by mail shall be deemed to
be given at the time when deposited in the post office or a letter box, in a
postpaid sealed wrapper, and addressed to the directors or the members at their
addresses appearing on the records of the Association.
ARTICLE IX – OFFICERS
Section 1. Executive
Officers.
The executive officers of the Association shall
be a president, president-elect, secretary, and treasurer, elected by the Board
of Directors from the general membership. The Board of Directors may appoint
such assistant officers or vice-presidents as may from time to time be determined
by resolution of the Board.
Section 2. Authority and
Duties.
All officers, as between themselves and the
Association, shall have such authority and perform such duties in the
management of the Association as may be provided by these bylaws, or, to the
extent not so provided, by the Board of Directors.
Section 3. Term of Office;
Removal.
All officers shall be elected by the Board of
Directors at the first meeting of the Board of Directors following the annual
election of the directors. All officers shall be elected by majority vote. Any
officer elected by the Board shall serve for one year. Any officer elected or
appointed by the Board may be removed with or without cause at any time by the
Board in the same manner as elected.
Section 4. Vacancies.
If an office becomes vacant for any reason, the
Board of Directors shall fill such vacancy. Any officer so appointed or elected
by the Board shall serve only until such time as the unexpired term of his
predecessor shall have expired unless reelected or reappointed by the Board.
Section 5. Executive
Committee.
The Officers of the Association and the
immediate past President shall constitute the Executive Committee of the
Association. A Quorum, consisting of three of the five Officers, shall be
necessary for the Executive Committee to take any action. Any action taken by
the Executive Committee must be reported to the Board of Directors at its next
regularly-scheduled meeting.
ARTICLE X - GENERAL PROVISIONS
Section 1. Instruments Under
Seal.
All deeds, bonds, mortgages, contracts, and
other instruments requiring a seal may be signed in the name of the Association
by the president or by any other officer authorized to sign such instrument by
the Board of Directors.
Section 2. Fiscal Year.
The fiscal year of the Association shall begin
on the first day of January and end on the last day of December in each
calendar year, unless a different fiscal year shall be fixed by resolution of
the Board of Directors.
Section 3. Parliamentary
Authority.
Robert’s Rules of Order, Newly Revised (1990)
shall be the parliamentary authority used by the Association.
ARTICLE XI – FINANCES
Section 1. Annual Budget.
The Association shall adopt an annual budget,
which shall be prepared by the treasurer, after consultation with the Board of
Directors. The Budget shall be presented for approval at the annual meeting of
the members.
Section 2. Dues.
The Association is authorized to collect annual
dues from the members and associate members, and payment of dues shall be a
condition of membership in the Association.
The Board of Directors shall establish categories of membership and the dues
structure of the Association shall be set by the Board of Directors. The dues
structure shall take into account various factors that might affect one’s
ability to pay, such as years of practice, income and other variables. The dues
schedule shall promote both membership and fiscal responsibility within the
Association.
Section 3. Bank Accounts.
The Association shall open and maintain any such
bank accounts as are needed from time to time to advance the goals of the
Association. The President, Secretary and Treasurer shall be authorized to
maintain such accounts and the Board shall provide by resolution for such
signatory requirements as are deemed prudent by the Board.
Section 4. Authorization
for Expenditure of Funds.
The Board of Directors shall be authorized to
expend reasonable funds to advance the goals of the Association and may enter
into contracts on behalf of the Association. The President, Secretary and
Treasurer shall be authorized to execute contracts on behalf of the Association
at the direction of the Board of Directors.
ARTICLE XII - RESTRICTION ON USE OF
ASSOCIATION NAME
No member of the Association may use, or permit
the use of, the name of the Association or any information obtained through the
Association membership for commercial purposes or any other purpose without
prior written approval of the Board of Directors.
ARTICLE XIII – AMENDMENTS
Section 1. Power to Amend.
The Board of Directors shall have power to
amend, repeal or adopt bylaws at any regular or special meeting of the Board,
with the exception of any bylaw adopted by the members that expressly provides
that the Board may not adopt, amend or repeal that bylaw or any bylaw on that
subject. Any bylaw adopted by the Board may be amended or repealed by vote of
the holders of a majority of the members entitled at the time to vote for the
election of directors. Neither the directors nor the members shall, however, have
the power to adopt, amend or repeal any bylaw if such adoption, amendment or
repeal would cause the Association’s bylaws to be inconsistent with the
Association’s articles of incorporation.
Section 2. Amendment
Notice.
If any bylaw is adopted, amended or repealed by
the Board, there shall be set forth in the notice of the next meeting of
members for the election of directors the bylaw so adopted, amended or
repealed, together with a concise statement of the changes made. Any notice of
meeting of directors or members at which bylaws are to be adopted, amended or
repealed shall include notice of such proposed action.
Adopted
Amendments adopted
Amendment adopted
Amendments adopted
Amendments adopted