BY-LAWS OF THE MECKLENBURG COUNTY BAR

(AS APPROVED BY THE BAR MEMBERSHIP ON 5/20/2010)

 

 

ARTICLE I.  Name and Identity

The name of this organization is the Mecklenburg County Bar. The organization shall serve as the District Bar of the Twenty-Sixth Judicial District and shall be hereinafter referred to as the District Bar.

 

ARTICLE II.  Authority and Purpose

The District Bar is formed pursuant to the provisions of Chapter 84 of the North Carolina General Statutes to promote the purposes therein set forth and to render appropriate service to the public and the District Bar membership in improving and preserving the administration of justice.

 

ARTICLE III. Membership

The members of the District Bar shall consist of two classes: active and inactive.

 

Section 1. Active Members: The active members shall be all persons who, at the time of the adoption of these By-laws or at any time thereafter, shall:

 

(a) be a resident of the Twenty-Sixth Judicial District or a non-resident who practices in the Twenty- Sixth Judicial District;

 

(b) have been issued a license to practice law in the State of North Carolina; and

 

(c) be an active member in good standing of the North Carolina State Bar.

 

Section 2. Inactive Members: The inactive members shall be all persons who shall:

 

(a) be a resident of the Twenty-Sixth Judicial District

 

(b) have been granted inactive status by The Council of the North Carolina State Bar; and

 

(c) have notified in writing the Secretary of the District Bar such person's desire to affiliate with the District Bar.

 

Section 3. Good Standing with District Bar: In order to be in good standing, a member must be an active member as defined in Section 1 above with the District Bar, and be current on District Bar membership dues.

 

ARTICLE IV. Officers

The officers of the District Bar shall be a President, President-Elect, Vice-President, Secretary, and Treasurer, all of whom shall be active members of the District Bar at the time of their election and at all times during their tenure of office. The Executive Director shall be a non-voting ex officio officer.

 

Section 1. President: The President shall be the chief elected officer. The President shall preside at all regular and special meetings of the Board of Directors. The President shall be an ex officio member of all District Bar Committees.

 

Section 2. President-Elect: The President-Elect shall work with the President in all aspects of his or her position. During the temporary absence of the President, the President-Elect shall assume the duties of the President Pro Tempore. If the office of President becomes vacant for any reason, the President-Elect shall immediately assume the office of President. He/she shall succeed to fill his/her own elected term as President at the end of the substitution.

The President-Elect shall oversee the Committees of the Board and be the liaison between the Committees and the Executive Committee.

 

Section 3. Vice-President: The Vice-President shall oversee sections/divisions and be the liaison between the sections/divisions and the Executive Committee.

 

Section 4. Secretary: The Secretary shall supervise recording and maintaining minutes of all meetings; shall ensure meetings are noticed; and the membership roster is up-to-date.

 

Section 5. Treasurer: The Treasurer shall assist in the preparation of the annual budget for the District Bar; shall give updated budget reports at meetings; shall oversee the preparation of the annual financial statement to the membership on the financial condition of the District Bar; and shall oversee preparation of any reports required by law. The Treasurer shall serve as the chair for the Finance and Operations Committee.

 

Section 6. Executive Director: The Board of Directors shall employ an Executive Director of the District Bar. The Executive Director reports to the President. The Executive Director shall have all the powers necessary for the general management and, in conjunction with the President, direction of the business of the District Bar on all powers ordinarily exercised by the Executive Director of an organization. The Executive Director shall have the authority to sign and execute in the name of the District Bar, all authorized deeds, mortgages, bonds, or other instruments. The Executive Director shall be a non-voting member of the Board, and shall sit ex officio on all standing committees/sections/divisions. The Board of Directors, by majority of its members and for good cause, may terminate the Executive Director. Pending the call of a special meeting of the Board of Directors, the President, for good cause, may suspend immediately the authority of the Executive Director to act. This period of suspension shall extend no longer than ten days.

 

Section 7. Terms of Office: The President-Elect, Vice-President, Secretary, and Treasurer shall serve for a term of one year commencing with the first day of the fiscal year following the annual meeting at which said officer was elected. The office of the President shall automatically be filled by the President-Elect from the preceding year.

 

Section 8. Election: All officers, except the Executive Director, shall be elected by majority vote of the active members present at the annual meeting of the District Bar. All votes in such elections shall be cast by written ballot unless only one candidate is nominated for an office and then the election for that office may be by acclamation.

 

Section 9. Duties: The duties of the officers shall be such as are usual and customary for such officers, including such duties as may from time to time be designated by resolution of the District Bar, the Council of the North Carolina State Bar and/or the applicable laws of the State of North Carolina.

 

Section 10. Vacancies: In the event of a vacancy in the office of President-Elect, Vice-President, Secretary, or Treasurer, any such vacancy shall be filled by the Board of Directors until the next annual meeting of the District Bar. A person chosen by the Board of Directors to fill such a vacancy shall serve in said office until a successor to the office is duly nominated, elected and qualified. In the event of vacancy in the office of President, the President-Elect shall succeed to the office of President.

 

Section 11. Notification: Within 10 days following the annual meeting, or the filling of a vacancy in any office, the President shall notify the Executive Director of the North Carolina State Bar of the names, addresses and telephone numbers of all officers of the District Bar.

 

Section 12. Record of By-laws: The President shall ensure that a current copy of these By-laws is filed with the office of the senior resident superior court judge with the 26th Judicial District and with the executive director of the North Carolina State Bar.

 

Section 13. Removal from office: The District Bar, by a two-thirds vote of its active members present at a duly called meeting, may, after due notice and an opportunity to be heard, remove from office any officer, except the Executive Director, for good cause. The position of any officer who during his or her term of office ceases to be an active member of the North Carolina State Bar or is removed from office pursuant to this paragraph shall immediately be deemed vacant and shall be filled as provided in Section 10 above. Pending the call of a special meeting of the District Bar, the Executive Committee, acting by a vote of no fewer than five of its members and for good cause, may suspend immediately the authority of an officer to act. This period of suspension shall extend no longer than ten days. 

 

ARTICLE V. Board of Directors and Executive Committee

Section 1. Board of Directors:

(a) Terms, Membership and Election: There shall be a Board of Directors of the District Bar which shall consist of eighteen active members of the District Bar. The terms of office of the members of the Board of Directors shall be staggered so that six members, two of whom shall not have attained thirty-six years of age and be Young Lawyers Division members preceding their election, shall be elected by the members of the District Bar at each annual meeting to serve for a term of three years or until their successors shall have been elected and qualified. No member may be eligible to serve consecutive three-year term. Any former director shall be eligible for re-election to the Board of Directors after a lapse of one year. In addition to the duly elected members of the Board of Directors, the President, President-Elect, Vice-President, Secretary, Treasurer, the immediate Past President shall be ex officio members of the Board of Directors with full rights and privileges, including the right to vote. The ABA Delegate and the chair of the Young Lawyers Division shall be ex officio members with full rights and privileges, including the right to vote. The Executive Director shall be a non-voting ex officio member of the Board. The President, or in the President's absence, the President-Elect, shall preside at each meeting of the Board of Directors.

 

(b) Duties of Board of Directors: The Board of Directors shall have the responsibilities described Article IV, Section 9 and Article X, Section 3. The Board of Directors shall also consult with the officers regarding any matters of District Bar business or policy arising between meetings and may act for the District Bar on an emergency basis if necessary, provided that any such action shall be provisional pending its consideration by the District Bar at its next duly called meeting. The Board of Directors may not impose on its own authority any sort of fee upon the membership.

The Board of Directors shall meet at least four times each year and at such meetings shall have full power and authority to take such action on behalf of the members of the District Bar in all matters which may come before the Board of Directors from time to time as the Board of Directors shall deem proper and appropriate.

 

(c) Attendance Requirements: When a member of the Board of Directors, including the President, President-Elect, Vice-President, Secretary, Treasurer, or immediate Past President has failed to attend in person three consecutive meetings of the Board of Directors or one-half of the Board of Directors meetings held during any twelve-month period, his or her membership on the Board of Directors shall automatically terminate and he or she shall be so notified by the Secretary in writing within thirty (30) days of the absence resulting in the termination of membership. A Board of Directors member or officer so notified may by written request to the Secretary be allowed to appear at the next regular Board of Directors meeting following his or her receipt of the notice of termination of membership to request reinstatement, and the Board of Directors may, in its discretion, after the appearance by the terminated Board of Directors member or officer and for good cause shown, reinstate him or her as a member of the Board of Directors or officer upon a three-fourths majority vote of the members of the Board of Directors and officers present at the time of the vote, provided that a quorum is present at such time. Any request for reinstatement must be filed with the Secretary at least three business days prior to the next regularly scheduled meeting of the Board of Directors following receipt by the Board of Directors member or officer of the notice of termination of membership. A member of the Board of Directors or officer reinstated pursuant to the provisions of this paragraph shall be reinstated for the remainder of his or her elected term of office, subject to the provisions of these By-laws, including this attendance requirement.

 

(d) Vacancies: In the event of a vacancy in the membership of the Board of Directors, the remaining members of the Board of Directors may elect an active member of the District Bar to serve as a member of the Board of Directors until the next annual meeting, except in the case of a member whose membership in the Board of Directors is reinstated pursuant to the provisions of paragraph (c) above, in which case the member shall serve for the remainder of his or her original term.

 

(e) Removal from Board: The District Bar, by a two-thirds vote of its active members present at a duly called meeting, may, after due notice and an opportunity to be heard, remove any member of the Board of Directors, except the Executive Director, who has become disabled, or for good cause. The position of any Director who during his or her term of office ceases to be an active member of the North Carolina State Bar or is removed from the Board pursuant to this paragraph shall immediately be deemed vacant and shall be filled as provided in paragraph (d) above.

 

Section 2. Executive Committee:

(a) There shall be an Executive Committee of the Board of Directors of the District Bar which shall consist of the President, Immediate Past President, President-Elect, Vice-President, Secretary, Treasurer and one At-Large member elected by the Board of Directors.

 

(b) The Executive Committee shall meet at least monthly and at such meetings shall have full power and authority to take such actions on behalf of the Board of Directors of the Mecklenburg County Bar, in all matters which may come before the Executive Committee from time to time, as the Executive Committee shall deem proper and appropriate, except as otherwise directed by the Board of Directors.

 

ARTICLE VI. Committees, Sections and Divisions

 

Section 1. Standing and Special Committees: The Board of Directors may from time to time, in its discretion, create and abolish such other Committees, standing as well as ad hoc, deemed necessary and desirable. The chair and members of any such Committees shall be appointed by the President. In making such committee appointments, care should be given to the continuity of membership on the Committees in order to better facilitate the operations of the Committees.


Section 2. Nominating Committee: There shall be a Nominating Committee of the District Bar.

(a). Purpose: The purpose of the Nominating Committee is to nominate active members of the District Bar as candidates for each of the offices to be filled by election at the annual meeting of the District bar. These annual offices are President, President-Elect, Vice-President, Secretary, Treasurer and six positions on the Board of Directors. The Nominating Committee shall also nominate an active member of the District Bar as the Bar's ABA Delegate to fill a minimum two-year term, and the same member may be re-nominated to serve up to three terms. The Nominating Committee shall also nominate a member of the Young Lawyers Division (YLD) to fill a one-year term as the Chair of the YLD, taking into consideration recommendations from the YLD Council. The Nominating Committee shall act with a view to encouraging the participation of all lawyers in the District in the affairs of the District Bar who shall be elected by the Board of Directors. See Article V, Section 1.

 

(b) Nominating Committee Membership: The Nominating Committee shall be comprised of twelve to fourteen members at least two members being past presidents and two shall be young lawyers, defined as 36 years of age or less and members of the Young Lawyers Division. In addition to the twelve to fourteen Committee members, the immediate past President of the District Bar shall be an ex officio member of the Nominating Committee and shall serve as said Committees chair without the right to vote except in the case of a tie. The chair of the Nominating Committee will propose a list of Committee members consistent with the requirements of these By-laws, and will present that list to the District Bar Executive Committee for their approval. No member of the Board of Directors shall be eligible for service as a member of the Nominating Committee. A majority of the Nominating Committee shall constitute a quorum. All votes must be cast in person and no proxies shall be allowed.

 

(c) District Bar Notification of Proposed List of Nominating Committee Members:

The Board of Directors shall mail a list of the members of the Nominating Committee to all members of the District Bar within six months following the date of election of the Nominating Committee.

 

(d) Term of Nominating Committee Membership: The term of office of the members of the Nominating Committee shall expire upon adjournment of each Annual Meeting of the District Bar.

 

(e) Candidates for Nomination to District Bar Offices: Any member of the District Bar may submit his or her name or the name of any other member to any member of the Nominating Committee preceding the open meeting of the Nominating Committee. Any member whose name is submitted for consideration for nomination to any office must indicate his or her willingness to serve in such office if elected.

 

The Nominating Committee shall consider for nomination to each office each name submitted for consideration and any other member it deems should be considered.

 

(f) Notice of Nominating Committee Meeting:

(i.) A written notice of the open meeting of the Nominating Committee shall be mailed or delivered to the office or last known address of each active member of the District Bar not less than fifteen days prior to the open meeting, setting forth the date, time and place of the meeting and inviting suggestions for the vacancies to be filled.

 

(ii.) The notice shall contain an address to which members can mail nominations and a deadline for submitting nominations.

 

(iii.) The notice shall also state that additional nominations may be made from the floor at the open meeting of the Nominating Committee. Brief oral statements on behalf of the nominees will be permitted, subject to reasonable time limitations, after which the Nominating Committee shall nominate one person for each vacancy to be voted upon at the annual meeting.

 

(g) Notice of Annual Meeting:

(i.) A written notice of the annual meeting at which the election is to be held shall be mailed or delivered to the office or last known address of each active member of the District Bar not less than fifteen days prior to the meeting, setting forth the date, time and place of the meeting. It shall also include a list of the persons nominated by the Nominating Committee.

 

(ii) Nominations for the Officers, Board of Directors, ABA Delegate and YLD Chair finalized by the Nominating Committee shall be presented at the annual meeting, at which time other nominations may be made from the floor.

 

(h) Neither the nomination process nor the election process shall be invalid due to the failure of the District Bar, the Board of Directors or the Nominating Committee to comply with the time limitations or time requirements set out in this section.

 

Section 3. Organization of Committees: Unless otherwise provided in these By-laws, the District Bar Committees should be organized according to the following:

(a) Committee Guidelines: Each committee shall have the power to adopt its own guidelines, not inconsistent with the charter and By-laws of the District Bar; but no guidelines or any section or amendment thereof shall become effective until submitted to and approved by the Board of Directors.

 

(b) Scope of Authority: All activities of Committees shall be subject to the control of the Board of Directors and conducted in accordance with any policies, procedures, rules and regulations which may be promulgated by the Board of Directors from time to time The President-Elect shall oversee such Committees and be the liaison between the Committees and the Executive Committee.

 

(c) Committee Expenses: Any non-budgeted expenses of a committee must be approved by the Board of Directors.

 

(d) Committee Actions: No action, report, resolution or recommendation of any committee shall be published or presented as the action or position of the District Bar unless specifically approved by the Board of Directors.

 

(e) Ex Officio Members: The President, President-Elect, Vice-President and Executive Director shall be ex officio members of all the Committees.

 

(f) Quorum.  The majority of the whole Committee shall constitute a quorum at a meeting of that Committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of that Committee.

 

Section 4. Sections:

(a) Organization of Sections. To advance the purposes of the District Bar and to encourage participation in the activities of the District Bar, the Board of Directors may authorize the organization, division, combination or dissolution of Sections.

 

(b) Section Rules and Regulations. Each section shall have the power to adopt its own Rules and Regulations, not inconsistent with the charter and By-laws of the District Bar; but no Rules and Regulations or any section or amendment thereof shall become effective until submitted to and approved by the Board of Directors.

 

(c) Scope of Authority. All activities of Sections shall be subject to the authority of the Board of Directors and conducted in accordance with any policies, procedures, rules and regulations which may be promulgated by the Board of Directors from time to time. The Vice-President shall oversee the Sections and serve as the Board liaison between the Sections and the Executive Committee.

 

(d) Section Dues. Sections may levy dues only with the approval of the Board of Directors and may require that all section members pay such dues. The Board of Directors may provide for the collection of such dues with the collection of District Bar dues. All section dues shall be maintained by the District Bar to defray the cost of administering Sections and for use by the Sections as the Board of Directors shall prescribe.

 

(e) Section Actions. No action, report, resolution or recommendation of any section shall be published or presented as the action or position of the District Bar unless specifically approved by the Board of Directors.

 

(f) Ex Officio Members, The President, President-Elect, Vice-President, and Executive Director shall be non-voting ex officio members of all the Sections and section governing bodies.

 

 

Section 5. Divisions

(a) Organization of Divisions: To advance the purposes of the District Bar and to

encourage participation in the activities of the District Bar, the Board of Directors may authorize the organization, division, combination or dissolution of Divisions.

 

(b) The Divisions will adhere to the same structure and organization as MCB Sections, as described in Section 4(b)-(f) above.

 

Section 6. Removal from Committee/Section/Division

The President may remove from office any Committee, Section or Division chair or member for good cause.

 

ARTICLE VII. American Bar Association Delegate

(a) An active member of the District Bar shall be elected as the Mecklenburg County Bar ABA delegate following his or her nomination by the Nominating Committee pursuant to Article VI, Section 2.

 

(b) The ABA delegate shall be elected by procedures set forth in Article VI, Section 2, for the election of officers. A vacancy in the position of ABA delegate shall be filled by the Board of Directors until the next annual meeting of the District Bar. This person chosen by the Board of Directors to fill such vacancy shall serve in said position until a successor is duly nominated, elected and qualified.

 

(c) The Mecklenburg County Bar ABA delegate shall serve a minimum term of (2) years commencing with the adjournment of the annual meeting at which said delegate was elected. Such delegate shall be eligible to be re-elected for up to two additional two-year terms. (The ABA certifies their delegates from September of even years through August of even years. The local Bar is notified in the Spring before certification is required by the ABA.) The terms of the delegates will need to be consistent with the ABA terms.

 

(d) The duties and requirements of the delegate are as follows:

(1) The delegate must be an ABA member;

 

(2) The delegate will be expected to attend the annual meeting and the mid-year meeting of the ABA;

 

(3) The delegate must report pertinent information received at the ABA meetings to the Bar. Reports shall be to the Board of Directors and through writing occasional newsletter articles;

 

(4) The ABA delegate must actively seek input from Bar leadership on issues of special interest to the Bar which shall be communicated, as appropriate;

 

(5) The ABA delegate's attendance is expected at regularly scheduled meetings of the Board of Directors; and

 

(6) The ABA delegate should know a considerable amount about the Mecklenburg County Bar.

 

ARTICLE VIII. Young Lawyers Division Chair

 

(a) A member of the Young Lawyers Division (YLD) shall be elected as the YLD Chair following his or her nomination by the Nominating Committee pursuant to Article VI, Section 2.

 

(b) The YLD Chair shall be elected by procedures set forth in Article VI, Section 2, for the election of officers. A vacancy in the position of YLD Chair shall be filled by the District Bar Board of Directors, taking into consideration recommendations from the YLD Council, until the next annual meeting of the District Bar. This person chosen by the District Bar Board of Directors to fill such vacancy shall serve in said position until a successor is duly nominated, elected and qualified.

 

(c) The District Bar YLD Chair shall serve a term of one (1) year to coincide with the terms of the District Bar officers.

 

(d) The duties and requirements of the YLD Chair are as follows:

(1) The YLD Chair must be a YLD member;

 

(2) The YLD Chair will be required to perform the duties as set forth in the YLD Rules and Regulations; and

 

(3) The YLD Chairs attendance is expected at regularly scheduled meetings of the District Bar Board of Directors.

 

ARTICLE IX. Councilors

The District Bar shall be represented in the State Bar council by one or more duly elected councilors, the number of councilors being determined pursuant to G.S. 84-17. Any active member(s) of the District Bar shall be elected to the North Carolina State Bar Council pursuant to the current rules of the North Carolina State Bar. 

 

At the discretion of the Board of Directors or the Executive Committee, elections may either be held by meeting or by mail in accordance with the current rules of the North Carolina State Bar, Subchapter A, Section .0800 Election and Appointment of State Bar Councilors, Rule .0804 Procedures Governing Elections by Mail. If more than one council seat is to be filled, separate elections shall be held for each vacant seat.

 

ARTICLE X. Annual Membership Dues

(a) Each active member of the District Bar shall pay such annual dues as is prescribed by a majority vote of those active members who are present at any annual or special meeting, provided that the notice or call of any special meeting shall include notice that a dues increase will be voted upon. In an effort to remain fiscally responsible and ensure the Bar can meet the needs of an increasing membership, the Executive Committee and the Board of Directors of the District Bar will determine annually whether an adjustment in the dues should be presented for vote during that fiscal year. Such fee may never exceed the amount of the annual membership fee currently imposed by the North Carolina State Bar. Each member shall pay the annual District Bar membership fee at the time and place set forth in the notice thereof mailed to the member by the District Bar. The dues shall be as a service charge in order to promote and maintain the administration, activities and programs of the District Bar.

 

(b) Each active member of the District Bar shall keep the District Bar notified of such members' correct mailing address.

 

(c) Each member of any section/division of the District Bar shall pay such section/division dues as may be prescribed from time to time by the section/division and as approved by the Board of Directors.

 

ARTICLE XI. Meetings

Section 1. Annual Meetings: The District Bar members shall meet annually in May at such time and place as shall be designated by the Board of Directors. The District Bar shall mail fifteen (15) days prior to date set for the annual meeting to each member's last known address written notice of the time and place of the annual meeting. Failure to mail such notice shall not invalidate any action taken by those members present at the annual meeting.

 

Section 2. Special Meetings: Special meetings may be called at any time by the Board of Directors or the President. The District Bar shall mail five (5) days prior to the date set for the special meeting to each member's last known address written notice of the time, place and purpose of the special meeting.

 

Section 3. Quorum: Those active members present at either Annual Meetings or Special Meetings of the District Bar members shall constitute a quorum.

 

ARTICLE XII. Prohibited Activities

Section 1. Prohibited Expenditures: Mandatory District Bar dues, if any, shall not be used for the purchase of alcoholic beverages, gifts to public officials, including judges, charitable contributions, recreational activities or expenses of spouses of District Bar members or officers. However, such expenditures may be made from funds derived entirely from non-dues sources.

 

Section 2. Political Expenditures: The District Bar shall not make any expenditures to fund political and ideological activities.

 

Section 3. Political Activities: The District Bar shall not engage in any partisan political or ideological conduct or activity, including the endorsement of candidates and the taking or avocation of positions on political issues, referendums, bond elections, and the like; however, the District Bar, and persons speaking on its behalf, may take positions on, or comment upon, issues relating to the regulation of the legal profession and issues or matters relating to the improvement of the quality and availability of legal services to the general public.

 

ARTICLE XIII. Amendments

These By-laws may be amended in ways not inconsistent with the constitution of the United States, the policies and the rules of the North Carolina State Bar and the laws of the United States and North Carolina by an affirmative vote of two-thirds of those active members who are present at any annual or special meeting, provided that the notice or call of any special meeting shall reference where a copy of the proposed amendment may be obtained. Any proposed amendment shall be filed with the Secretary at least five days prior to the meeting in which the proposed amendment is to be considered. No amendment shall be adopted at any meeting attended by less than ten active members.

 

 

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