Article I – Offices
Article II - Object and Purpose
Article III - Qualifications for Membership
Article IV - Meetings of Members
Article V – Board of Directors Elections
Article VI – Directors
Article VII - Meetings of the Board
Article VIII – Notices
Article IX – Officers
Article X - Executive Committee.
Article XI – Administrator
Article XII - General Provisions
Article XIII – Finances
Article XIV - Restriction on Use of Association Name
Article XV – Amendments

ARTICLE I – OFFICES

Section 1. Offices.
The South Carolina Women Lawyers Association, Inc. (hereinafter referred to as “Association”) is a South Carolina nonprofit corporation. The main office of the Association shall be located in the City of Columbia, County of Richland, and State of South Carolina.

Section 2. Additional Offices.
The Association may also have offices and places of business at such other places, within or without the State of South Carolina, as the Board of Directors may from time to time determine.

ARTICLE II - OBJECT AND PURPOSE

Section 1. Object and Purpose.
The object and purpose of the Association shall be:
To enhance the status, influence and effectiveness of women lawyers in the State of South Carolina;
Through advocacy, action and association, to take positive steps to ensure that women lawyers achieve their fair share of opportunities and benefits available to those in the legal profession;
To promote and maintain the highest standards for the legal profession, the judiciary and the court systems of the State of South Carolina;
To promote the welfare and interests of women lawyers in a fair and impartial manner;
To provide opportunities for the development of collegiality and mentoring among women lawyers;
To work toward the preservation of the rights of women and the elimination of gender biased conduct in the law and legal profession affecting women lawyers, litigants and persons employed in the legal profession;
To promote opportunities for women in the judiciary;
To work cooperatively with other organizations for the purpose of resolving problems created by gender based discrimination within the legal systems of the State of South Carolina and society at large;
To encourage and promote the participation of women in all facets of the legal profession;
To provide a forum to consider and address issues unique to women in the legal profession; and
To honor those persons who demonstrate dedication to these goals and objectives.

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, by mail, or by electronic mail to each member entitled to vote thereat not less than ten nor more than sixty days prior to the meeting. Members wishing to receive notices via mail shall notify the Secretary of this preference, and the Secretary shall send notices by that method at the same time.

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, by mail, or by electronic mail to each member entitled to vote not less than ten nor more than sixty days prior to the meeting. Members wishing to receive notices via mail shall notify the Secretary of this preference, and the Secretary shall send notices by that method at the same time.

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 – BOARD OF DIRECTORS 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 for inclusion on the ballot.

ARTICLE VI – DIRECTORS

Section 1. Number; Tenure.
The number of directors which shall constitute the Board of Directors shall be not less than ten nor more than twenty-five. This number is in addition to the five officer positions (President, President-elect, Secretary, Treasurer, and Immediate Past President), which shall also serve as members of the Board. The Board of Directors shall, by resolution, provide for the number of non-Officer directors. Non-Officer directors shall be elected for two year terms and the terms shall run from January 1 until December 31. Non-Officer 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 non-Officer directors 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. Any non-Officer director may be removed at any time either with cause, requiring a majority vote of the remaining members of the Board, or without cause, requiring a unanimous vote of the remaining members of the Board.

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 non-Officer 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 carry on the work of the Association and to advance its goals. In establishing a new committee, the Board shall state the area of its proposed activities. Committees of the Section shall be directly responsible and report to the Board, and any subcommittee of a Committee shall be directly responsible and report to its parent committee. The Chair(s) of Board Committees shall be appointed by the President, and shall serve for one year; Committee Chairs are eligible for reappointment. Any active member of the Association may serve on any Committee.

ARTICLE 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 South Carolina.

Section 2. Regular Meetings.
The Board of Directors shall hold at least five (5) Regular Meetings each year 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 three 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.

Section 5. Attendance.
All members of the Board of Directors are required to attend every regular meeting of the Board. Failure to attend three (3) or more meetings during a calendar year without a showing of good cause therefore may result in the removal of such Member from the Board by a majority vote of the Board.

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, electronic mail, courier, or facsimile. Members wishing to receive notices via mail shall notify the Secretary of this preference, and the Secretary shall send notices by that method at the same time. 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. Officers.
The officers of the Association shall be a president, president-elect, secretary, and treasurer, elected by the Board of Directors from Association members in good standing who meet the eligibility requirements for each office. 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; the term of any such assistant officers or vice-presidents is not to exceed the current year in which they are appointed, but they are eligible for re-appointment for a period not to exceed a total of two years.

Section 2. Authority and Duties.
All officers shall have the authority and duties specified below in addition to that normally incident to their respective offices.

Section 2.1 President. The President shall preside at all meetings of the Association and the Board of Directors and shall appoint the chair and members of all committees. She shall be the official spokesman for the Association and shall have general charge and supervision of its affairs subject to the authority of the Board of Directors.

Section 2.2 President-Elect. The President-Elect shall perform such duties as the President may assign and, except as otherwise provided, the duties of the President when the President is disabled from performing her duties or absent from any meeting of the Association or the Board of Directors.

Section 2.3 Secretary. The Secretary shall –
(a) keep the respective minutes and records of the Association and the Board of Directors;
(b) maintain the roster of the members of the Board and the register of members;
(c) receive, certify, and publish nominations of members of the Board;
(d) receive, certify, and publish the results of mail ballots;
(e) receive and maintain as the property of the Association all papers, addresses, and reports to the Association and the Board of Directors;
(f) give notice when notice is required to be given to the Board of Directors, or the members; and
(g) perform such other duties as shall be assigned to her by the President or the Board of Directors.

Section 2.4. Treasurer. The Treasurer shall supervise the safekeeping of the funds and investments of the Association and shall report periodically on its financial condition to the Board of Directors. She shall perform such other duties as shall be assigned to her by the President or the Board of Directors.

Section 3. Eligibility for Office. Prior to serving as President-elect, an individual must have served as either Secretary or Treasurer. Prior to serving as Secretary or Treasurer, an individual must have previously served at least one term on the Board of Directors and must have served either as a Regional Representative or a member of a Committee for at least one year. However, these requirements for President-elect, Secretary, and Treasurer may be waived by majority vote of the Board if no suitable candidate for President-elect, Secretary or Treasurer can be found with the qualifications for the office.

Section 4. Nomination for Officers. A nominating committee to elect officers to the Association shall consist of: the Immediate Past President, the President-Elect, two members appointed by the Board of Directors and the President. The Immediate Past President shall serve as Chair of the Nominating Committee. Said committee shall formulate a slate of nominees which shall be reported in writing to the Board of Directors not less than thirty (30) days prior to the annual election of the directors. The nominating committee shall solicit nominees from the Officers, Board of Directors, and membership at large, and shall operate in accordance with the quorum and notice requirements of the Association bylaws. Any additional nominations for election of officers shall be made by written petition signed by not fewer than ten (10) members of the Association in good standing. Nominating petitions shall be received by the Immediate Past President not less than the deadline for voting in the annual election of the directors.

Section 5. Election.
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 from the nominated slate presented by the nominating committee and any nominations made by written petition; the nominating committee shall prepare a nomination packet, with input from the nominee, for any office in which there is multiple candidates.

Section 5. Term of Office.
Any officer elected by the Board shall serve for one year commencing on January 1 after their election to office.

Section 6. Removal of Officer from Office. Any officer elected or appointed by the Board may be removed at any time either with cause, requiring a majority vote of the remaining members of the Board, or without cause, requiring a unanimous vote of the remaining members of the Board.

Section 7. 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.

Article X - Executive Committee.

Section 1. Members.
The Officers of the Association and the immediate past President shall constitute the Executive Committee of the Association.

Section 2. Authority and Discretion.
The Executive Committee shall be responsible for the administration of the business of the Association as such business is delegated by the Board. The Executive Committee shall, subject to the authority and discretion of the Board, be the administrative body of the Association responsible for conducting the day-to-day affairs of the Association and shall have power and authority to act on behalf of the Association between meetings of the Board.

Section 3. Meetings.
The Executive Committee shall meet in person or by telephone at such time and place as the President may designate, or when requested in writing by at least three (3) members thereof.

Section 4. Quorum. A Quorum, consisting of three of the five members, shall be necessary for the Executive Committee to take any action.

Section 5. Approval and Ratification by the Board. Any action taken by the Executive Committee must be reported to the Board of Directors at its next regularly-scheduled meeting.

ARTICLE XI – ADMINISTRATOR

Section 1. Employment.
The Board of Directors shall employ and supervise an Administrator who shall manage the administrative operations of the Association and whose term of employment shall be determined by the Board. Applicants for the position of SCWLA Administrator are not required to be a member. The Board of Directors, by a majority vote, shall select the Administrator.

Section 2. Salary.
The Board of Directors shall, by a majority vote, determine the salary of the Administrator. It shall also provide for performance and salary reviews as deemed appropriate.

Section 3. Duties of Administrator.
Under the direction of the officers and Board of Directors, the Administrator shall implement the policies of the Bar Association as determined by the Board of Directors, and shall:
(a) advise and assist the officers in fulfilling the responsibilities of their respective offices;
(b) report to the officers and the Board of Directors such matters as are necessary to keep them properly informed of the activities and condition of the Association;
(c) assist with the formulation and preparation of the annual budget for consideration by the Board of Directors;
(d) provide staff and liaison support for all organizations and functions of the Association; and
(e) perform such other specific duties as may be directed by the Board of Directors.

ARTICLE XII - 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 XIII – 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 XIV - 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 XV – 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 March 11, 1994 by SCWLA Board meeting at Columbia, SC.
Amendments adopted February 23, 1996 by SCWLA Board meeting at Columbia, SC.
Amendment adopted August 22, 1997 by SCWLA Board meeting at Columbia, SC.
Amendments adopted March 17, 2000 by SCWLA Board meeting at Columbia, SC.
Amendments adopted January 26, 2002 by SCWLA Board meeting at Charleston, SC.
Amendments adopted June 24, 2011 by SCWLA Board meeting at Columbia, SC.