JEWISH LAWYERS GUILD, INC.
- The purposes for which this corporation has been organized are as follows:
- To foster amongst members of the legal profession an interest in the traditions of the Jewish heritage and religion, and for the intellectual exchange of ideas so as to increase the esteem of its members for each other, their profession and their faith;
- To advance the theory and practice of law and its allied fields;
- To increase the usefulness of the organized legal community and related organizations;
- To encourage research and the preparation of papers, documents and reports on legal topics;
- To endeavor to maintain technical and cultural standards for the legal right to practice law and to require high standards of ethical practice by members of the profession;
- To foster the study of law and encourage the personal and professional development of young lawyers and law students;
- To cooperate with other legal societies and groups and the bench and bar generally.
- To advance public relations with governmental agencies, lawyers of other nations, and the public in general; and
- To do any and all things necessary and proper for the accomplishment of these purposes, to the same extent and in the same manner as permitted by law.
MEMBERSHIP AND DUES
- MEMBERSHIP in the Jewish Lawyers Guild, Inc. (hereinafter the “Guild”) shall be divided into the following categories:
- REGULAR. Any person who has been admitted to practice law in any State, Territory or District of the United States of America and who either resides or practices in the State of New York. Regular members shall be entitled to all the privileges of the Guild, including voting, holding office and participating in all capacities on all committees.
- ASSOCIATE MEMBERS:
- LAW STUDENTS. Students in good standing at an accredited law school of any State, Territory or District of the United .States of America who either reside or attend school in the State of New York. Student members shall be entitled to all privileges of the Guild except voting, holding office or being appointed Chairperson of any committee, except Chair of a Student Committee, if any.
- LAW SCHOOL GRADUATES AWAITING ADMISSION. Any graduate of an accredited law school of any State, Territory or District of the United States of America who has not yet been admitted to the Bar of any jurisdiction and who either resides or works in the State of New York may become a provisional member and shall be entitled to all privileges of the Guild except voting, holding office or being appointed Chairperson of any committee. The provisional membership may continue until sixty (60) days after formal admission to the Bar, but in no event for a period longer than three years after graduation.
- NON-LAWYERS. Persons affiliated or providing services to the legal profession in the State of New York may become an associate member of the Guild.
- DUES. The various classes (based on year of first admission to the Bar of any state) and categories of memberships are as follows:
- REGULAR MEMBERS.
- First through Third year: $70.00
- Fourth or more years: $120.00
- ASSOCIATE MEMBERS
(A) LAW SCHOOL GRADUATES
AWAITING ADMISSION $0.00
(B) LAW STUDENTS $20.00
(C) NON-LAWYERS $120.00
- GOOD STANDING. Annual dues shall be due payable on October 1, of each year. On December 31st of each year those members who have not paid their dues in full will no longer be members in good standing. Any delinquent member may be reinstated to good standing by paying his or her dues for the current year.
- USE OF DUES. All dues collected by the Guild shall be used for the expenses of the Guild, educational programs for lawyers and law students, domestic and international seminars, scholarships and awards, charitable contributions, and expenses to promote and support inter-organizational relationships.
- CHANGE OF DUES. The Board of Directors, upon a finding that the amount set for dues is inappropriate, may make such changes as it deems necessary to the dues structure by a two-thirds majority vote of the board members present. Written notice must be given that the possibility of a change in the dues structure will be brought before the board meeting.
- RESIGNATION. Any member may resign from the Guild by filing a written resignation with the Recording Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
- SUSPENSION AND EXPULSION. A member may be suspended for a period or expelled for cause such as a violation of any of the by-laws of the Guild or for conduct prejudicial to the interests of the Guild or the legal profession. Complaints against a member for misconduct which might require expulsion or suspension, except for non-payment of dues, shall be referred to the committee on Professional Ethics & Responsibilities. If, after investigation, that committee finds sufficient merit to the charge, it shall prepare a statement of the charges, sending a copy to the member s last recorded address by certified mail giving at least fifteen (15) days notice as to the time and date of a hearing before the Board and informing the member of the fact that opportunity for a defense to the charge will be afforded. Any order of suspension or expulsion by the board shall be by a two-thirds majority vote of all the members of the Board of Directors.
Membership shall automatically cease for any member who becomes disbarred.
- GUILD PROPERTY
Neither membership in the Guild nor payment of dues (or any other action or state of facts) shall create any personal interest, ownership or otherwise, in any Guild property or asset. No member shall be deemed to be a third-party beneficiary of any contract or agreement to which the Guild is a party, except as expressly set forth in such agreement.
- RESIGNATION AND/OR EXPULSION
If any member resigns or is expelled from the Guild, or in any other way terminates his or her membership therein, he or she shall thereupon forfeit, waive and release all the rights, benefits and privileges of such membership and any share, estate or interest whatsoever in any property or assets belonging to the Guild.
- ELIGIBILITY. No person will be eligible to vote, be a candidate for office, or hold office unless that person is a member in good standing.
- ANNUAL MEETING. A meeting of the members for the election of officers and one-third of the board of directors, the receiving of annual reports of officers, directors and committees, and for the transaction of other business, shall be held annually in the spring of each year. The procedure for the conduct of the election is set forth in ARTICLE IV. The Corresponding Secretary shall notify the membership of the annual meeting stating the time and place to every member in good standing at the member’s address as it appears in the membership roll book of the corporation.
- REGULAR MEMBERSHIP MEETINGS. The President may call meetings of the general membership at any time upon (10) days notice in writing to the membership.
- SPECIAL MEETINGS. A special meeting may be called at any time by the President or upon the written, request of at least ten (10) members in good standing addressed to the President or Corresponding Secretary specifying the purpose or purposes thereof. The Corresponding Secretary shall notify the membership of such special meeting setting forth the specific subject of the meeting along with the time, date and place of the meeting to all members at least seven (7) days in advance of the date appointed for the meeting. At such special meeting, no other business but that specified in the notice may be transacted.
- QUORUM. At any meeting of the Guild the attendance of at least eleven (11) members shall constitute a quorum.
- ORDER OF BUSINESS. The order of business at all annual and regular meetings of the membership shall be as follows:
- Reading of the minutes of preceding meeting
- Reports of Officers
- Reports of Committees
- Old and unfinished business
- New business
- Presentation of guest speaker or panel
- Good and welfare
- PARLIAMENTARY AUTHORITY. ROBERT’S RULES OF ORDER, as revised, shall be the guideline of this Guild in all of its deliberations, except in the event of any conflict between it and the By-laws of this Guild in which the Guild’s By-laws shall govern.
NOMINATIONS AND ELECTIONS
- NOMINATIONS COMMITTEE.
- FORMAT. The Nominations Committee shall consist of four regular members appointed by the President and past presidents who have attended at least three (3) of the prior ten (10) Board of Director meetings. Seven (7) persons of the Nominations Committee shall constitute a quorum.
- PROCEDURE OF THE NOMINATIONS COMMITTEE.
- The Nominations Committee shall determine procedures to utilize in selecting candidates. The Committee shall give notice to all regular members in good standing that applications for nomination as a candidate for position as one of the officers of the Guild or as a member of its Board of Directors will be accepted.
- At least one and no more than two regular members shall be nominated for each of the following offices:
VICE PRESIDENT – FINANCE/TREASURER
VICE PRESIDENT – MEMBERSHIP
VICE PRESIDENT – PROGRAMMING SECRETARY
SIX REGULAR MEMBERS FOR THE BOARD OF DIRECTORS
- A majority of those present and voting at a meeting of the Nominations Committee shall be necessary to place a person in nomination.
- The Nominations Committee shall submit its report to the President, Chairperson of the Board and Recording Secretary in writing at least thirty (30) days prior to the annual meeting.
- No person is eligible to be a candidate for more than one office at a time. Nor shall a person be eligible to be a candidate if that person is not a regular member in good standing.
- The list of candidates chosen by the Nominations Committee shall be included with the notice of the annual membership meeting.
- Should any person decline to run following his or her nomination, the Nominations Committee shall constitute itself as a Committee on vacancies and forthwith nominate a candidate for the unforeseen vacancy. The name or names of said added nominee or nominees may be hand written on the ballots if they have already been prepared.
- No person shall be nominated for any office unless in accordance with the foregoing procedures.
- BALLOTS. The Nominations Committee shall prepare ballots for the annual meeting which contains the names of all the candidates it selected.
- REPORT OF NOMINATIONS COMMITTEE. At the annual meeting, the chairperson of the Nominations Committee, or another member of the Nominations Committee, shall give its final report which shall contain the names of those nominated by the Nominations Committee and those regular members who wish to run for office, if any. The final report shall also contain a short statement as to the qualifications of each person it has selected. The names selected by the Nominations Committee shall be deemed placed in nomination at the annual meeting and no motion shall be necessary to place those names in nomination.
- CONDUCT OF ELECTION. The election shall be conducted by the Nominations Committee. The Nominations Committee shall determine from the Membership Roll which of the members are entitled to vote at the annual meeting and therefore eligible to receive a ballot.
- A majority of the votes cast during the election for each designated office shall be necessary for election to the particular office. In the event there is a tie vote, the Board of Directors shall determine the holder of that office.
- The candidates for positions on the Board of Directors receiving the highest number of votes shall be elected to those positions. In the event of a tie vote for positions on the Board of Directors which affects the filling of the required number of vacancies, a runoff election among those tied nominees shall be held.
- Regular members are the only class of members entitled to vote at an election and no proxies will be accepted. Regular members may vote by e-mail and shall transmit their vote to the Secretary, which shall be received before the close of any meeting at which an election is held. The Secretary shall record such vote, and transmit the results to the Board of Directors.
BOARD OF DIRECTORS
- GENERAL POWERS. The Board of Directors shall consist of six (6) members in good standing and past presidents and officers in good standing, and shall be charged with the general management of the affairs of the Guild, in addition to such powers as are specifically conferred upon it by the Constitution, By-Laws or by operation of law, and may make such resolutions as it deems advisable, not inconsistent with the Constitution, these By¬ laws or statutes. Without limiting the foregoing, the Board of Directors shall establish the policy of the Guild, consider and adopt an annual budget, and shall have all rights and responsibilities of members, including, but not limited to, the right to vote at membership meetings.
- QUALIFICATIONS. Only regular members in good standing may be nominated and elected to, or remain a member of, the Board of Directors.
- TERM. The term of a director of the Guild shall be four (4) years. There shall be six (6) directors equally divided into two (2) classes. For the first election cycle after adoption of these By-laws, the seats of the first class shall be vacated at the expiration of the second year, and of the second class at the expiration of the fourth year so that one half may be chosen every second year.
- PAST PRESIDENTS All members who have served in the President’s position of the Guild shall be ex officio members of the Board of Directors following completion of his or her service as the President, provided he or she remain a member in good standing of the Guild.
- VOTING All Board members and ex officio members shall have voting privileges on Board actions provided that he or she shall have attended at least three (3) of the prior ten (10) board meetings.
- VACANCY. Vacancies in the Board of Directors arising from any cause other than the expiration of a term may be filled by vote of a majority of the directors then in office. A director appointed to fill a vacancy shall hold office until the next annual meeting at which the election of directors is in the regular order of business.
- REMOVAL. Any Director may be removed for cause at any time by a majority vote of the members at a membership meeting, provided that such director shall first be advised in writing of the ground or grounds for removal and given an opportunity to submit relevant information for consideration by the Board. Should any member of the Board absent himself or herself unreasonably from three successive meetings of the Board without sending a communication stating the reason for the absence to the President or other officer, his or her seat on the Board may be declared vacant by the President and the vacancy shall be filled as provided herein.
For the purpose of this section, cause is defined as any member who has acted in a manner which is substantially contrary to, opposed to, not in conformity with the purpose of the Guild, or prejudicial to the best interest of the Guild, and such act or acts serves to discredit the Guild.
- MEETINGS. Regular meetings of the Board of Directors shall be held monthly, except during July and August, or at such time as shall be set by the President and by at least one week’s notice to each member of the Board. Special meetings may be called by the President upon petition of at least three other directors. The President shall preside at all meetings of the Board of Directors.
- NUMBER & QUORUM. Six (6) members of the Board of Directors shall constitute a quorum. Absent such quorum, no meeting of the Board shall be considered duly constituted and the President shall adjourn such meeting.
- TITLE & QUALIFICATIONS. The officers of the Guild shall be the President; President-elect; Vice President; Finance/Treasurer; Vice President-Membership; Vice President-Programming; Secretary; and Parliamentarian. The officers shall be members of the Board of Directors. A nominee for office must be a regular member in good standing of the Guild in order to qualify to run.
- TERM. The terms of all offices of the Guild shall be two years.
- VACANCY. Vacancies arising from any cause other than the expiration of a term may be filled by vote of a majority of the directors then in office. An officer appointed to fill a vacancy shall hold office until the next annual meeting at which the election of officers is in the regular order of business.
- DUTIES OF OFFICERS
- PRESIDENT. The President shall serve as the chief executive officer of the Guild and shall exercise the powers and perform the duties assigned to that office by these by-laws, and, subject to the Constitution and by-laws and under the direction of the Board of Directors, shall generally supervise and coordinate the management of the affairs of the Guild, enforcing observance of the Guild’s Constitution and By-laws.
- PARTICULAR DUTIES. The President shall preside over all meetings of the Guild; establish committees as needed, and appoint the chairperson and members of each committee of the Guild, appoint such special assistants and/or consultants as deemed necessary and appropriate; supervise and see to the coordination of the various activities of the officers and committees; shall be authorized to make certain financial decisions on behalf of the Guild and to make expenditures up to $5,000 without approval from the Board of Directors; be an ex officio member of all committees without the power to vote unless already a member of such committee; give an annual report of the state of the Guild at the annual meeting; have the authority to appoint ex officio members to all committees; have the authority to appoint a member to be the Guild s representative on the Independent Judicial Screening Panel; and generally perform such other duties as may be required for the best interests of the Guild.
- PRESIDENT-ELECT. The President-elect shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. In the absence of the President or .in the event of his or her inability or refusal to act, the President-elect shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Except in those instances in which the authority to execute is expressly delegated to another officer or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws, the President-elect may execute for the Guild any contracts, deed, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and either individually or with the Secretary or any officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
- VICE PRESIDENT. There shall be three (3) Vice Presidents who, in addition to the particular duties specified below, shall perform such duties as may be assigned to them by the President or by the Board of Directors.
- VICE PRESIDENT – FINANCE/TREASURER. The Vice President for Finance/Treasurer shall be responsible for overall financial condition of the Guild; collecting the dues and other monies payable to the Guild from whatsoever source, and, under the direction of the Board of Directors and the President, disbursing the funds of the Guild; keeping regular accounts in books of the Guild; keeping a record of those members who are in good standing and eligible to vote; making payments only upon the authorization of the President for amounts up to $5,000.00 and by the Board of Directors for amounts over $5,000.00; making financial reports on the status of the Guild at Board of Directors meetings and at such other times as the President should request as well as the annual report at the annual meeting; coordinating with the Guild’s accountants for preparation and filing of federal and state tax returns; and making the financial records available for audit by the Board of Directors or a special committee created for that purpose.
- VICE PRESIDENT – MEMBERSHIP. The Vice President for Membership shall be responsible for interesting and encouraging eligible members of the profession in becoming members of the Guild; recommending programs and procedures for encouraging law students in becoming associate members of the Guild; developing programs and procedures whereby new members will be encouraged to participate fully in the activities of the Guild; and developing programs and procedures for the benefit of the members, both professionally and personally. The Vice President for Membership shall serve as the Chair of the Committee on Professional Ethics and Responsibilities.
- VICE PRESIDENT – PROGRAMMING. The Vice President for Programming shall be responsible for ‘ setting up and coordinating the programs and/or panel discussions held at the membership meetings and to assist in the coordination of the programs, seminars and other symposia which may be proposed by any of the committees as well as work with the other officers in the coordination of social and fund raising activities.
- SECRETARY. The Secretary shall be responsible for keeping a record and minutes of the proceedings of the Guild and of such other matters as may be directed by the Guild to be placed in its files; keep the corporate seal; notifying officers, members of the board of directors or members of committees of their election or appointment; and keeping a record of the attendance for each and every meeting of the Board of Directors and of the Guild, and, in coordination with the membership committee and the Vice President for Finance/Treasurer, notifying members who have become delinquent in paying their dues.
The Secretary shall also be responsible for preparing notices of all meetings after working with the President as to the agenda; with sending general membership or other notices; answering correspondence where appropriate; and receiving and keeping as the property of the Guild all papers, correspondence, and reports of the various officers and committees and for the public relations of the Guild.
- PARLIAMENTARIAN. The Parliamentarian shall be responsible for being familiar with the by-laws and other governing documents of the Guild; offering suggestions to streamline meetings; providing information on updating the by-laws and other governing documents; making suggestions to assist the Guild in becoming more effective and efficient with respect to general meetings and committee meetings; respond to inquiries concerning parliamentary procedure, such as proper notice for meetings, by-law amendments, nomination and elections procedures, and other items that affect member rights; and assist in the conduct of orderly meetings.
- ANNUAL REPORTS. All officers shall prepare and present a report to the Guild, at its Annual Meeting in May, of the year’s activities of their respective offices.
- TURN OVER OF RECORDS. All officers shall turn over to their successors all records and equipment which belongs to the Guild and is in their possession or control.
- REMOVAL FOR CAUSE. Any officer may be removed for cause by a two-thirds vote of the directors present at a meeting of the Board, provided that at least fifteen days written notice of the proposed action to remove shall have been given to the Board and the officer. For the purpose of this section, cause is defined as any member who has acted in a manner which is substantially contrary to, opposed to, not in conformity with the purpose of the Guild, or prejudicial to the best interest of the Guild, and such act or acts serves to discredit the Guild.
BOARD OF GOVERNORS
There shall be established a Board of Governors. The Board of Directors may appoint any member in good standing to the Board of Governors. Members of the Board of Governors shall serve as honorary advisors to the Guild and Board of Directors.
The Board of Directors shall have the authority to create and establish committees on behalf of the Guild. The Board shall also have the authority to discharge committees that it created at its discretion. A committee shall have the authority to set forth its procedure in the conduct of its meetings.
These By-Laws may be amended or altered, in whole or in part, or repealed by a two-thirds vote of those Regular Members in good standing, who are present and voting at the time of the vote at any meeting for which proper notice of the proposed amendment, alteration, or repeal shall have been included in the notice of the meeting, together with the text of the proposed amendment or alteration. The notice must be given at least thirty (30) days before the meeting. Unless the Board of Directors otherwise directs, no notice of a proposed amendment or alteration of the By- Laws shall be included in the notice of a meeting unless notice in writing of the proposed amendment shall have been given to the Board of Directors at least fifteen (15) days prior to the giving of the notice. No proxies will be permitted. Regular members may vote by e-mail and shall transmit their vote to the Secretary. The Secretary shall record such vote, and transmit the results to the Board of Directors.