Article I - Name, Purpose and Powers
Section 1. Name
The name of this organization shall be the Ohio Women's Bar Association (the "OWBA").
Section 2. Purpose
The primary purpose of the OWBA shall be to maintain the honor and integrity of the legal profession; foster communication among women attorneys; promote and advance the position of and the opportunities available to women attorneys in order to more accurately reflect the role of women in a democratic society; ensure women attorneys' participation in bar associations; encourage participation in social and political areas affecting the community; monitor the legislation, policies and practices affecting the status of women and opportunities available to women and seek changes where necessary; promote and provide continuing legal education in areas of current interest to the community and, in particular, to the legal profession; and gather and disseminate information of interest to women.
Section 3. Powers
The OWBA shall have the power to do any act or thing, in furtherance of its proper purposes, which is not prohibited by law, except:
No part of the net earnings of the OWBA shall inure to the benefit of, or be distributable to, the Trustees, officers or any private individual, except that the OWBA shall be authorized and empowered to pay any reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in Section 2 hereof;
Notwithstanding any other provision of these By-Laws, the OWBA shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
Article II - Membership
Section 1. Classes of Membership
Membership in this organization shall be open to any person who qualifies as a member of one of the following classes:
1) Active - those dues paying members who are in good standing with the Supreme Court of Ohio, federal court or court of any other state or nation.
2) Student - those dues paying members who are currently enrolled in an accredited law school or who have graduated but are not yet admitted to any bar.
Section 2. Dues
The annual membership dues for active and student members shall be established by the Board of Trustees, approved at any annual meeting and the amount of the proposed dues shall be included in the meeting notice.
Section 3. Voting Rights
All active members shall be voting members of the OWBA. All matters coming before any meeting of the membership shall be decided by a vote of the majority of the active members present at the time of such vote.
Section 4. Annual and Special Meetings
There shall be an Annual Meeting of members for the election of Trustees and officers and such other business as may come before the members. A special meeting of the membership shall be called at any time, either by the President or the Secretary, or upon receipt of notification from at least five voting members of the Board of Trustees that such meeting is deemed necessary.
Section 5. Notice
The membership must be advised by the Secretary at least twenty-one days in advance of any meeting of the membership. The notice must state (i) the date, time and place of the membership meeting; and (ii) the subject matter to be considered, in sufficient detail that the membership can reasonably anticipate the matters to be discussed and acted upon. Notice of the Annual Meeting shall include a list of the Nominating Committee nominees for officers and Trustees to be voted on at the meeting. Notice shall be sent by mail, fax or e-mail.
Section 6. Quorum
The voting members present at a meeting shall constitute a quorum.
Article III - OfficersSection 1. Election of Officers; Terms
The elected officers of this organization shall be a President, President-Elect, Vice- President, Secretary, Treasurer, and such other officers as the Board of Trustees authorizes. The OWBA may also have an executive director, appointed by the Board of Trustees, to act on behalf of the OWBA in accordance with the limits and authority granted to such executive director by the Board of Trustees. Officers shall be elected by the members present at the Annual Meeting. At the first Annual Meeting, the members shall elect a President whose term expires in 1993 and a President-Elect whose term as President expires in 1994. Thereafter, the members shall elect a President-Elect at each succeeding annual meeting. Upon expiration of the President's term of office, the person who, during such term, was President-Elect shall become President.
At each Annual Meeting, the members shall also elect a Vice-President, a Secretary, a Treasurer and such other officers as the Board of Trustees may authorize. All officers shall be elected for one year terms. No absentee or proxy voting shall be allowed. For any office which is uncontested, the election will be by general acclamation. Voting shall be by secret ballot and the ballots shall be tabulated by the Nominating Committee. The candidate for each office receiving a majority of the votes cast for that office shall be declared the elected officer. In the event no candidate receives a majority of the votes cast for that office on the first ballot, there shall be a runoff election between the two top vote receivers for that office by a balloting of the members present at the Annual Meeting.
In the event that officers are not elected as herein provided at an Annual Meeting, they shall be elected at a special meeting held for that purpose. The nominations of the Nominating Committee for all officers to be elected at any Annual Meeting or special meeting shall be included in the notice for such meeting and shall be presented to the members at such meeting. Additional nominations may be made from the floor.
Section 2. Duties of Officers
The officers shall have such duties and authorities as generally pertain to their respective offices.
1) President. The President shall be the Chief Executive Officer of the OWBA and shall conduct the day-to-day activities of the OWBA. The President shall carry out the policies and programs adopted by the OWBA, shall act as spokesperson for the OWBA, preside at all meetings of the OWBA and the Board, shall appoint all standing committee chairs and committee members, and perform such other duties with the advice and counsel of the Executive committee as pertain to such office. The President shall be a nonvoting ex officio member of all committees, except the Nominating Committee.
2) President-Elect. The President-Elect shall be the chairperson of the Long Range Planning Committee and shall succeed to the office of the President upon completion of the term of the President or at such earlier time as a vacancy may occur.
3) Vice-President. The Vice-President shall perform such duties as are assigned by the President and shall act in the place of the President when the President is absent.
4) Secretary. The Secretary shall provide notice of all meetings as required by these By-Laws, shall keep a written record of the proceedings of all meetings, and shall report such proceedings as requested by the presiding officer of the OWBA, or the Board. The Secretary shall keep a roster of membership. These tasks may be performed by the Executive Director under the direction of the Secretary.
5) Treasurer. The Treasurer shall collect and keep an accurate record of all funds and securities belonging to the OWBA. The Treasurer shall deposit such funds in a bank to be designated by the Board of Trustees, shall pay the expenses of the organization and make other distributions as are approved by the Board of Trustees. The Treasurer shall prepare annually a budget for the upcoming fiscal year to be submitted and approved by the Board of Trustees. The Treasurer shall annually prepare a statement of income and expenses for the fiscal year, including a federal income tax return. These tasks may be performed by the Executive Director under the direction of the Treasurer.
Section 3. Eligibility for Office
All active members of the OWBA shall be eligible to hold office.
Section 4. Compensation
The officers shall receive no compensation for their services.
Section 5. Removal of Officers
An officer may be removed from office with or without cause by a vote of not less than two-thirds of the Trustees at a meeting of the Board of Trustees called for that purpose.
Section 6. Vacancies
An office shall be considered vacant upon the death, resignation or removal of any officer, or upon consensus of the Board of Trustees.
Whenever a vacancy exists in the office of President, the President-Elect shall succeed to the office of President for the remainder of the unexpired term, and shall continue as President for the next succeeding term. If the office of President-Elect becomes vacant for any reason, it shall remain vacant for the remainder of the unexpired term. In the event of a vacancy in any other officer position, said vacancy shall be filled for the remainder of the unexpired term by a majority vote of the Trustees at a meeting of the Board of Trustees called for that purpose.
Article IV - Board of Trustees
Section 1. Powers
Except as otherwise provided in these By-Laws and the laws of the Ohio, all of the powers and authority of the OWBA shall be exercised by the Board of Trustees, and all property, assets and business of the OWBA shall be subject to its direction and control.
Section 2. Composition and Classification
The Board of Trustees shall consist of (i) the officers, (ii) the immediate past President, (iii) one Trustee representing each of the Appellate Court Districts in the State of Ohio (the "District Trustees") and (iv) such number of At-Large Trustees, which may be zero but may not exceed five, as the Board may determine from time to time. The District Trustees, as a group, and any At-Large Trustees, as a group, shall be divided into two classes, as nearly equal in number as possible, as determined by the Board of Trustees. The term of office of one class of District Trustees and one class of At-Large Trustees, shall expire each year. In the event of any increase in the number of District Trustees or At-Large Trustees, the additional District Trustees or At-Large Trustees shall be classified so that both classes of District Trustees or At-Large Trustees shall be as nearly equal in number as possible, as determined by the Board of Trustees. In the event of any decrease in the number of District Trustees or At-Large Trustees, both classes of District Trustees or At-Large Trustees shall be decreased in number as nearly equally as possible, as determined by the Board of Trustees. No decrease in the number of District Trustees or At-Large Trustees shall shorten the term of any incumbent Trustee.
Section 3. Election of Trustees; Terms
At the first Annual Meeting of members in 1992, at which the District Trustees and At- Large Trustees shall be initially classified, Trustees of the first class (Class I) shall be elected to hold office for one year terms expiring at the next succeeding Annual Meeting, and Trustees of the second class (Class II) shall be elected to hold office for two year terms expiring at the second succeeding Annual Meeting. Each class of Trustees shall hold office until their successors are duly elected and qualified. At each annual meeting of members following the initial classification and election of District Trustees and At-Large Trustees, Trustees elected to succeed those Trustees whose term shall then expire, shall be elected to hold office for two year terms expiring at the second succeeding Annual Meeting after such election. No District Trustee or At-Large Trustee may serve more than two consecutive terms. No absentee or proxy voting shall be allowed for the election of Trustees. For any Trustee position that is uncontested, the election shall be by general acclamation. Voting shall be by secret ballot and the ballots shall be tabulated by the nominating committee. The candidate for each District Trustee position receiving a majority of the votes cast for that District Trustee position shall be declared to be the elected District Trustee. In the event no candidate receives a majority of the votes cast for that District Trustee position on the first ballot, there shall be a run-off election between the two top vote receivers for that office by a balloting of the members present at the Annual Meeting. For At-Large Trustee positions, the candidates receiving the highest number of votes cast for At- Large Trustee positions shall be declared the elected At-large Trustees. In the event that District Trustees and At-Large Trustees are not elected as herein provided at an Annual Meeting of members, they shall be elected at a special meeting of members held for that purpose. The nominations of the Nominating Committee for all District Trustee and At-Large Trustee positions to be filled at any Annual or special meeting shall be included in the notice for such meeting and shall be presented to the members at such meeting. Additional nominations may be made from the floor.
Section 4. Regular and Special Meetings
The Board of Trustees shall meet at least bi-monthly at such time and place as may be determined by the Board of Trustees. Special meetings of the Board of Trustees may be called by the President or at the written request of any three Trustees. Meetings of the Board of Trustees may be held at any place within or without the state, and may be held by means of telephone or other communications equipment so long as all persons participating can hear each other, and participation in meeting through such means shall constitute presence at such meeting.
Section 5. Notice
Written notice via mail, fax, or e-mail of the time and place of each meeting of the Board of Trustees shall be given to each Trustee at least two days before the meeting, which notice shall specify the purposes of the meeting.
Section 6. Quorum
The Trustees present at a meeting shall constitute a quorum. Business of the OWBA shall be transacted by the affirmative vote of the majority of Trustees.
Section 7. Removal
A Trustee may be removed from office with or without cause by a vote of not less than two-thirds of the Trustees at a meeting of the Board of Trustees called for that purpose.
Section 8. Vacancies
A Trustee position shall be considered vacated (i) if the Trustee has been absent without excuse from three consecutive meetings, (ii) upon the death, resignation or removal of any Trustee, (iii) because of an increase in the authorized number of Trustees, or (iv) upon consensus of the Board of Trustees. Whenever a vacancy exists on the Board of Trustees, said vacancy may be filled for the remainder of the unexpired term by a majority vote of the remaining Trustees at a meeting of the Board of Trustees called for that purpose.
Article V Committees
Section 1. Executive Committee
The elected officers shall comprise the Executive Committee. The Executive Committee shall act as an advisory board to the President and perform such other duties as are provided by these By-Laws. Except as its power, duties and functions may be limited or prescribed by the board of Trustees, during the intervals between the meetings of the Trustees, the Executive Committee shall possess and may exercise all the powers of the Trustees in the management and control of the business, property and affairs of this organization; provided, however, that the Executive Committee shall not have the power of (i) increase or decrease the authorized number of Trustees, (ii) establish qualifications for being a Trustee, (iii) fix different classes or categories of Trustees, (iv) remove a Trustee, or (v) fill vacancies on the Board of Trustees. All actions of the Executive Committee shall be reported to the Trustees at their meeting next succeeding such actions and shall be subject to revision or alteration by the Trustees, provided that no rights of any third person shall be affected thereby. The President shall serve as chairperson of the Executive Committee.
Section 2. Nominating Committee
At least ninety days prior to the annual meeting, the Board of Trustees shall appoint a Nominating Committee of five members, which Committee shall nominate candidates for office and for the Board of Trustees. No two members shall be from the same Appellate Court District. Such Nominating Committee shall include the immediate Past President, who shall chair this committee. This committee shall report to the President at least sixty days prior to the Annual Meeting of its selection of candidates whose acceptance shall have been secured. The President will certify such nominations to the Secretary to be voted upon at the Annual Meeting. The Nominating Committee shall select candidates for office and At-Large Trustee positions, if any, from various geographical areas of the state, and shall select District trustee candidates from the respective Appellate Court Districts to be represented by such District Trustees. Members of the Nominating Committee may be nominated for an officer or board position, if the Nominating Committee deems such nomination to be in the best interests of the OWBA.
All officers and members of the Board of Trustees must be members of the OWBA and must consent to their nomination.
Section 3. Standing Committees
The Standing Committees of the OWBA shall consist of the following:
1) Programs (Projects) Committee
2) Publications Committee
3) Membership Committee
4) Legislative Committee
5) Long Range Planning Committee
6) Directory Committee
7) Bar Associations Liaison Committee
8) Law School Liaison Committee
9) Annual Meeting & Convention Committee
10) Mentor Committee
11) Such other standing committees as may be determined by the Board of Trustees.
Section 4. Special Committees
Special committees shall be appointed by the President or the Board of Trustees upon resolution of the Board.
Section 5. Duties
The duties, responsibilities and size of all committees, and period of existence of all special committees, shall be determined by the Board of Trustees.
Section 6. Chairpersons and Committee Members
The Chairpersons and members of the standing committees shall by appointed by the President and confirmed by the Board of Trustees. The Board shall be given ten days written notice of the meeting, listing the slate of proposed chairpersons and members. However, such notice may be waived by unanimous action of the Board. The chairpersons and members of the standing committees shall be appointed for one year terms or until their successors are elected and qualify. The chairperson or any member of any committee may be removed by the President. Vacancies in any chairperson position or on any committee shall be filled by appointment by the President and confirmation by the Board of Trustees for the remainder of the unexpired term.
Article VI - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the OWBA may adopt.
Article VII - Dissolution
Upon any dissolution of the OWBA, or any partial or entire liquidation of its property or assets, all of the OWBA's property of every nature and description shall, after making provision for discharge of all of the liabilities of the OWBA, be paid over and transferred to such organizations or institutions which are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future federal Revenue law), as shall be selected by a majority vote of the then-existing Board of Trustees of the OWBA.
Article VIII - Indemnification
The OWBA shall indemnify any Trustee or officer and any former Trustee or officer of the OWBA and any such Trustee or officer who is or has served at the request of the OWBA as a trustee, officer or director of another corporation, partnership, joint venture, trust or other enterprise (and her or his heirs, executors and administrators) against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by her or him by reason of the fact that she or he is or was such trustee, officer or director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by applicable law. The indemnification provided for herein shall not be deemed to restrict the power of the OWBA (i) to indemnify employees, agents and others to the extent not prohibited by law, (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person who is or was a trustee, officer or employee of the OWBA, or any person who is or was serving at the request of the OWBA as a trustee, officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against her or him or incurred by her or him in any such capacity or arising out of her or his status as such and (iii) to enter into agreements with persons of the class identified in clause (ii) above indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against or incurred by them in such capacities.
The OWBA shall not indemnify any person pursuant to this provision if such indemnification would cause the organization to fail to obtain or retain an exemption from federal income taxation under Sections 501(c)(6) and 501(a) of the Internal Revenue Code of 1986, as amended.
Article IX - Miscellaneous
Section 1. Fiscal Year
The fiscal year of the OWBA shall be May 1 through April 30, inclusive, unless otherwise determined by the Board of Trustees.
Section 2. Receipt and Disbursement of Funds
Funds of the OWBA shall be deposited in such bank or banks or with such other associations, firms, or individuals, as the Board of Trustees may from time to time designate. In addition to the Treasurer, the Board of Trustees may designate such other officers or agents to receive and receipt all monies due and payable to the OWBA from any source whatsoever and to endorse for deposit checks or other negotiable instruments.
Article X - Adoption and Amendment of By-Laws
Section 1. Adoption of By-Laws
These By-Laws shall become effective upon their approval by vote of the members of the OWBA.
Section 2. Amendment of By-Laws
These By-Laws may be amended at any Annual or special meeting of the members of the OWBA upon a majority vote of the members in good standing present at the meeting; provided, however, that written notice of such proposed amendment shall have been mailed to all members at least twenty-one days prior to the date of the meeting. Amendments shall be effective immediately upon adoption.