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Proposed By-Laws Changes The following are the changes to the HCBA By-Laws currently being considered by the Board of Directors. Comments from Bar Association members will be accepted until until March 31, 2002. The Board of Directors will take a final vote on all the suggested changes on Tuesday, April 8, 2002. The changes approved by the Board of Directors will then be voted on by the membership at the annual meeting. Comments should be sent to HCBA president Bob Guth in writing (including e-mail).
BY-LAWS OF HOWARD COUNTY BAR ASSOCIATION, INC.
Section 1.
Name. The name of the Corporation is: THE HOWARD COUNTY BAR
ASSOCIATION, INC. (referred to hereinafter as the Association).
Section 2.
Principal Office. The
principal office of the Association shall be located at
Section 3.
Seal. The seal of the
Section 4.
Fiscal Year. The
fiscal year of the ARTICLE
II - MEMBERSHIP AND MEMBERSHIP MEETINGS
Section 1.
Classes of Membership. This
shall be a
Section 2.
Active Membership. To
be eligible for active membership in
Section 3.
Associate Membership. To
be eligible for associate membership in
Section 4.
Honorary Membership. The
following persons shall be honorary members of the Association during their
terms in office:
(a)
Judges of the Court of Appeals of Maryland, and the Court of Special
Appeals for Maryland, judges of any Federal Court or court of record of the
District of Columbia, provided said judges were previous members of the
Association;
(b)
And such other persons as may be named by unanimous vote of the Board
of Directors.
Section 5.
Inactive Membership. To
be eligible for inactive membership in
Section 6.
Judicial Section. The
judicial section shall be composed of the judges
of the Circuit and District
Section 7.
Application for and Election to Membership.
(a)
Application for membership in
(b)
All applications shall require the names and signatures of two
sponsors, who must be active members of the Association in good standing.
(c)
All dues payments for new members whose applications are approved
between July 1 and December 1 of each year shall be in the full annual amount.
All dues for new members whose applications are approved between
December 1 and June 1 of each year shall be in the amount of
(d)
The application, upon receipt, shall be reviewed by the
(e)
Upon receipt of the report, the membership shall vote on the admission
of the applicant at the said meeting, provided there is a quorum.
(f)
Any member who desires to become an active member after being as
associate member shall be required to follow the procedure required of initial
applicants.
Section 8.
Privileges and Duties of Membership.
(a)
Active Members shall be eligible to vote, hold office in the
Association, and participate in all committees, social, and other activities
of the Association.
(b)
Associate Members shall be eligible to participate in all
committee, social, and other activities of the Association.
Such members shall not be eligible to vote or hold office, or to
participate as a member of the Lawyer Referral Panel, unless such associate
member belongs to another
(c)
Honorary and Inactive Members shall be entitled to participate
in the activities of the Association, but shall not be eligible to vote, hold
office, or to serve on any Lawyer Referral Panel.
(d)
Annual Review of Membership
Section 9.
Expulsion and Suspension.
(a)
Disbarment by any State
(b)
Any member may be suspended or expelled for professional misconduct or
a breach of professional duties upon a two-thirds (K) vote
of the membership following a hearing and a finding by the
(c)
Any member expelled from the Association shall forfeit all rights and
privileges of the membership.
(d)
Suspension from the practice of law by any State or Federal Court shall
automatically suspend membership in the Association until the suspension is
removed.
Section 10.
Assessments and Delinquencies.
(a)
The amount of all dues and assessments shall be fixed by majority vote
of the membership at any regular or special meeting after receiving a
recommendation from the Board of Directors which shall be delivered to the
membership at least ten (10) days prior to such vote.
In order to maintain membership in the Association, all active,
associate, and inactive members shall pay all dues and assessments when the
same shall become due.
(b)
Any member who fails to pay dues or any special assessments within
sixty (60) days following the mailing of the first notice of such dues or
special assessment, shall be dropped from the roll of members upon the
affirmative vote of the majority of the membership, provided, however, that
prior to the taking such action the Treasurer shall give such delinquent
member notice of intention to request such action of the membership which
notice shall reflect the date of which the membership will be asked to take
action. Any member so dropped
shall be eligible for readmission after six (6) months upon the same
conditions of the original application for membership, except, however, the
arrearages in dues and assessments shall be paid.
Section 11.
Reinstatement. Any
member who has been expelled from the Association by reason of disbarment may
apply for reinstatement in
Section 12.
Meetings.
(a)
There shall be regular business meetings of the Association at such
time during each year as the Board of Directors may by resolution direct.
(b)
The annual meeting of the Association shall be held on the first Friday
in June of each year or at such other time and place (i)
Render a state of Association report. (ii)
Present for approval the budget for the forthcoming fiscal year as it
has been approved by the Board of Directors. (iii)
Conduct the election of officers and
Directors in accordance with Article
(c)
Special meetings
(d)
Meetings of the Board of Directors shall be called by the President.
(e)
The Association may call quarterly meetings within each year, which
meeting may be attended by all members except those of the judicial section.
The Association may hold such other meetings without the attendance of
members of the judicial section, upon resolution of the Board of Directors
where, in the opinion of the Directors of the Association, the purpose of the
meetings so requires.
Section 13. Order
of Business at Meetings.
(a)
The order of business (i)
Announcement of a quorum; (ii)
Proof of notice of meeting or waiver of notice; (iii)
Reading of minutes of prior meeting; (iv)
Reports of officers; (v)
Reports of Committees; (vi)
Old business; and (vii)
New business.
(b)
Any question as to the priority of business shall
(c)
The order of business may be altered or suspended at any meeting by a
majority of the active membership present and entitled to vote.
(d)
If, by a majority vote of the active membership present and entitled to
vote, any business shall be require the absence of the members of the judicial
section, those members shall be absent themselves during that particular point
of business.
Section 14.
Quorum.
(a)
The presence in person of forty-five (45) active members shall be
necessary to constitute a quorum for the transaction of business at any
regular or special meeting.
(b)
If a quorum is not present, the meeting shall be adjourned to a day and
hour fixed by the President.
(c)
All matters to be decided at a duly constituted meeting of the
Association shall be by a majority vote of those active members present in
person, so long as a quorum shall be present, except as otherwise provided in
these ARTICLE
III - OFFICERS AND BOARD OF DIRECTORS
Section 1.
Officers and Directors. The
Officers of the Association shall consist of the following: President,
President-Elect, Treasurer
Section 2.
Duties.
(a)
President. The
President shall preside at all meetings of the Association, shall serve as
chairman of the Board of Directors, and shall be an ex
officio member of all committees of the Association.
The President shall at the annual meeting report to the Association on
its progress and status. The
President shall only serve one full term in office.
(b)
President-Elect. The
(c)
Treasurer. The
Treasurer shall be responsible for the collection and depositing of funds in
the name of the Association in such banks or other financial institutions as
the Board of Directors may select and shall be responsible for the
disbursement and/or withdrawal of same by order of the Board of Directors,
reporting at regular Association meetings and for keeping regular accounts of
income and disbursements, which shall be open to inspection by any member of
the Association. The Treasurer
shall submit to the Board of Directors not later than ninety (90) days prior
to the end of the term of such office, a proposed budget for the forthcoming
fiscal year of the Association. The
Treasurer shall periodically advise the Board of Directors of the financial
responsibility of the membership and any delinquencies in dues and assessments
which shall have accrued. The
Treasurer shall further be responsible for the filing of tax returns for the
Association. The Treasurer may
serve more than one term in office at the will of the Association.
(d)
Secretary. The
Secretary shall maintain accurate minutes of the proceedings of the
Association and the Executive Committee for dissemination to the membership,
conduct the correspondence of the Association, maintain the official seal, and
perform such other usual duties as shall be requested by the President.
The Secretary may serve more than one term in office at the will of the
Association.
Section 3.
Board of Directors. The
Board of Directors shall manage the affairs of the Association subject to
these By-Laws. The Board shall designate the time and place of meetings of
the Association, shall approve the expenditure of all sums from the
Association funds, and shall approve, with or without modification, the budget
proposed by the Treasurer, which it shall submit to the membership for
approval. The Board may employ an
Executive Director and staff and may delegate by resolution such managerial
duties as it deems appropriate. All
such employment shall be at the will of the Board of Directors.
All members of the Board may serve more than one term in office at the
will of the Association.
Section
4. Meetings
of the Board of Directors.
(a)
Regular
meetings of the Board of Directors may be held, without notice, at such time
and place as determined from time to time by resolution of the Board.
However, notice of every resolution of the Board fixing or changing the
time or place for the holding of regular meetings of the Board shall be
provided to each Director at least ten (10) days before the first meeting held
pursuant to that resolution. Any
business may be transacted at any regular meeting of the Board. A special meeting of the Board of Directors may be called, at
any time and for any purpose or purposes, by the President or by the
President-Elect. A special
meeting of the Board of Directors shall also be called forthwith by the
President or by the Secretary upon the written request of a majority of the
Board of Directors. Written
notice of each special meeting of the Board of Directors shall be provided to
each Director at least three (3) days before the meeting.
Any business may be transacted at any special meeting of the Board.
Any Director may, in writing, waive notice of the time, place, and
purposes of any special meeting. Any
meeting of the Board of Directors whether a regular or special meeting may
adjourn from time to time to reconvene at the same or some other place, and no
notice need be given of the reconvened meeting other than by announcement at
the adjourned meeting.
(b)
Any
action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting, if a unanimous written consent which
sets forth the action is signed by each member of the Board and filed for the
minutes of the Board of Directors. Members
of the Board of Directors or any committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time, and such participation in a meeting shall be
deemed to constitute presence in person at such meeting.
Section
5. Quorum.
At each meeting of the Board of Directors, a majority of the entire
Board of Directors constitutes a quorum for the transaction of business.
If less than a quorum is present at any meeting, a majority of those
present may adjourn the meeting from time to time.
Except as otherwise specifically provided by law, by the Charter of the
Corporation, or by these By-Laws, the act of a majority of the Directors
present at any meeting at which there is a quorum constitutes the act of the
Board of Directors. ARTICLE
IV – BOARD
COMMITTEES
Section
1. Committees.
The Board of Directors may appoint from among the Directors such
committees as it deems appropriate. Except
as otherwise provided herein, all such committees shall be composed of one (1)
or more Directors. The Board of
Directors may delegate to these committees any of the powers of the Board,
except: (i) any power the Board
is prohibited from delegating under the Maryland General Corporation Law; or
(ii) the power to elect or remove Directors or amend these Bylaws.
Section
2. Committee
Procedure. The Board of Directors shall have the power to prescribe the
manner in which proceedings of each committee shall be held.
Unless the Board of Directors shall otherwise provide, the actions of
each committee shall be governed by the following rules of procedure.
The majority of the members of a committee shall constitute a quorum
for the transaction of business and the vote of a majority of those present at
a meeting at which a quorum is present shall be sufficient to pass any measure
or resolution of the committee. The
members of the committee present at any meeting, whether or not they
constitute a quorum, may appoint a Director to act in the place of an absent
member. Any action required or
permitted to be taken at a meeting of a committee may be taken without a
meeting, if a unanimous written consent which sets forth the action is signed
by each member of the committee and filed for the minutes of a committee. The members of the committee may conduct any meeting thereof
by telephone conference or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitutes a presence in
person at a meeting. In the
absence of any prescription by the Board of Directors or any applicable
provision of these By-Laws, each committee may prescribe the manner in which
its proceeding shall be conducted. ARTICLE
V – ASSOCIATION
COMMITTEES
Section
1. Committees.
The Board of Directors may appoint from among the members of the
Association a Judicial Merit Selection Committee and such other committees as
it deems appropriate (“Association Committees”). Except as otherwise provided herein, all such Association
Committees shall be composed of two (2) or more members of the Association.
The Board of Directors may create the Association Committees for the
purpose of providing information and recommendations to the Board, but any
creation thereof shall not be deemed a delegation of any of the powers of the
Board in any way.
Section
2. Committee
Procedure. The Board of Directors shall have the power to prescribe the
manner in which proceedings of each Association Committee shall be held.
Unless the Board of Directors shall otherwise provide, the actions of
each Association committee shall be governed by the following rules of
procedure. The majority of the
members of an Association Committee shall constitute a quorum for the
transaction of business and the vote of a majority of those present at a
meeting at which a quorum is present shall be sufficient to pass any measure
or resolution of such Association Committee.
Any action required or permitted to be taken at a meeting of an
Association Committee may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the
Association Committee and filed for the minutes of such Association Committee.
The members of the Association Committee may conduct any meeting
thereof by telephone conference or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitutes a presence in
person at a meeting. In the
absence of any prescription by the Board of Directors or any applicable
provision of these By-Laws, each Association Committee may prescribe the
manner in which its proceeding shall be conducted.
Section
3. Judicial
Merit Selection Committee. The
functions and composition of the Judicial Merit Selection Committee shall be
as set forth in Article VII of these By-Laws. ARTICLE
VI – MEMBERSHIP
SECTIONS
Section 1. The
Board of Directors may by resolution establish such sections as it deems
appropriate from time to time to further the interest of the membership in
special areas of the law. Membership
in said sections shall not be restricted but shall be open to all members in
good standing of
(a)
Administrative Law
(b)
Bankruptcy
(c)
Commercial Law and Banking
(d)
Correctional Reform
(e)
Criminal Law
(f)
Family Law
(g)
Juvenile Law
(h)
Patent, Trademark & Copyright
(i)
Real Estate
(j)
Taxation
(k)
Wills, Estates, and Trusts
(l)
Person
Injury
(m)
Business
Law
Section 2.
Each section may establish its own rules or
ARTICLE
VII - JUDICIAL MERIT SELECTION COMMITTEE
Section 1.
It is recognized that it is the responsibility and obligation of the
members of the Bar and of
(a)
Encourage the candidacy of well-qualified persons for judicial office;
(b)
Promote, support, and endorse such candidates during the process of
selection;
(c)
Identify candidates for judicial office who shall be found to be fully
qualified.
Section 2.
Administration. The
function of the Association in the merit selection process shall be
administered by the Judicial Merit Selection Committee (referred to in this
Article VI
as the Section 3. < |