BYLAWS OF SOUTHERN MISSOURI WOMEN LAWYERS
A NOT FOR PROFIT CORPORATION
ADOPTED FIRST ON APRIL 14, 2015
Amended on October 13, 2015
SECTION I: PURPOSE
1.1 The Southern Missouri Women Lawyers association, hereinafter referred to “SMWL,” is founded in the year 2015 to establish and maintain a nonprofit organization to support women in the legal profession.
1.2 The purpose of SMWL is to promote excellence in the legal profession in southwest Missouri and to recognize the value of women in the practice of law. Specifically, SMWL seeks to provide mentorship to women lawyers; to provide women lawyers with a forum for the exchange of ideas; to promote the equality of women within society and within the legal profession; to engage in efforts to eliminate bias against women; to support philanthropic efforts within the community that address the plight of women and children; to facilitate the involvement of women in positions of leadership within local, state, and national bar associations; and to facilitate the involvement of women in government and the community.
1.3 Notwithstanding any other provision of these bylaws, the SMWL shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code and the Regulations thereunder.
SECTION II: NONDISCRIMINATION POLICIES
2.1 The SMWL shall not discriminate on the bases of gender, race, religion, disability, age, sexual orientation, national origin, ancestry, marital status, pregnancy, parental status, political affiliation, ethnicity, gender identity, or veteran status.
2.2 The SMWL shall promote full and equal participation in its leadership, programs and activities by all lawyers: women, men, and minorities.
SECTION III: MEMBERSHIP
3.1 Classes of Members. There shall only be one class of members, and all members shall be entitled to one vote in all SMWL association business requiring the election or approval of the association.
3.2 Requirements for Membership.
a. An attorney with an active or inactive membership in and good standing with the State Bar of Missouri; and
b. A completed membership application; and
c. A timely and full payment of SMWL dues as required by Section IV.
3.3 The Board of Directors shall have the authority to provide honorary membership to Judges and dignitaries as deemed appropriate and as approved by the Board of Directors.
3.4 Suspension. Members who fail to maintain the requirements set forth in 3.2 shall be suspended upon written notification by the SMWL Treasurer pursuant to Section 4.3 below.
SECTION IV: DUES
4.1 Requirement to Pay Dues. The annual dues shall be set in an amount as determined by the Board of Directors and required to be paid by all members. Members must be notified in electronic writing of any proposed change in the amount of membership dues thirty (30) days prior to the Board meeting at which such vote for the change shall be held.
4.2 Payment Date for Dues. Annual dues shall be paid on or before January 15th of each year and payable within 30 days thereafter, as and for that calendar year’s membership.
4.3 Notification for Nonpayment of Dues. If any member fails to pay the SMWL dues by March 15th, then the Treasurer shall forthwith notify those members who have failed to pay that they are now suspended from membership in the SMWL. Those members now suspended shall not be entitled thereafter to receive notices of meetings or partake in any other SMWL benefits until all unpaid dues are paid in full.
4.5 Forgiveness of Dues by the Board of Directors. The Board of Directors, by a 2/3 majority vote, may waive dues or cancel unpaid dues owed by an individual, in whole or in part, for good cause shown. Such cancellation shall relieve the individual from membership suspension and proclaim that individual as a member in good standing.
SECTION V: MEETINGS
5.1 Meetings to be Held. The Annual Meeting shall be held in January of each year, and there shall be additional association meetings each calendar year to be held at such times and places as determined by the Board of Directors.
5.2 Special Meetings. Special meetings of the SMWL association may be called by the President and shall be called by the Secretary upon a request in electronic writing by any three members of the Board of Directors or by any ten active association members. Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary on request in electronic writing by any two members of the Board of Directors.
5.3 Notice of Meetings—Association The Secretary, or the President in her or his absence, shall give notice of all association meetings by giving at least a three-day notice by electronic mail, or by other written notice, stating the time and place of the regular meetings; provided, however, that if a special membership meeting is called, a written five-day notice shall be mailed or emailed to each member setting forth the time, the place and the purpose of said meeting; provided further, only those items set forth in the notice shall be voted upon at special meetings.
5.4 Notice of Meetings—Board of Directors. Notice of the regular meetings of the Board of Directors shall be provided by electronic mail, at least ten days in advance, setting the date and place for all such meetings. Notice of special meetings of the Board of Directors shall be given by the President and/or Secretary at least twenty-four (24) hours in advance of such meetings, in electronic writing or by personal contact, to all members of the Board. The notice shall set forth the time and place of the meeting and all matters to be voted upon, and only those items included in such notice shall be voted upon at the special meeting.
5.5 Quorums. At all association meetings, a quorum shall consist of thirty percent (30%) of the voting membership. At all meetings of the Board of Directors, fifty percent (50%) of the Board shall constitute a quorum.
5.6 Meetings for the Purpose of Elections. The election of officers shall be held at the Annual Meeting of the SMWL in January of each year.
SECTION VI: ELECTIONS
6.1 The Nominations Committee shall act in accordance with Section 9.7 of the bylaws.
6.2. The Secretary shall electronically mail the slate as approved by the Nominations Committee and the Board of Directors to the membership prior to the election.
6.3 During the Annual meeting at which the election is conducted, the President shall read the slate as issued by the Secretary and then proceed to conduct the annual election by written ballot. A majority of the votes cast shall be required to elect.
6.4 No President of SMWL who has served a full term as President shall be eligible to serve the succeeding year as President.
6.5 Nothing in this article shall be construed as precluding nominations from the floor.
6.6 Only members in good standing shall be eligible to hold office or to vote.
6.7 Voting shall be by individuals and no person may cast more than one vote. Proxies will not be recognized.
6.8 The election shall not be later than January 31st.
6.9 All officers and directors shall assume the responsibilities of their respective offices on the first day following their election.
SECTION VII: DUTIES OF THE OFFICERS
7.1 The officers of SMWL shall be a President, the Vice President, the Secretary, the Treasurer, and the Immediate Past President. All officers, except the Treasurer, shall hold office for one year or until their successors are duly elected or appointed as provided in these bylaws. In the event that any office becomes vacant for any reason, the vacancy should be filled with a current Director on the Board and approved by a vote of the majority of the Board of Directors. If no Director is able to serve, then the Board may approve the appointment of a member of the association to the officer position by a majority vote of the Board.
7.2 President. The President, and in the President's absence, the Vice-President, shall preside at all membership and Board of Directors meetings. The President shall be the chief executive officer of the SMWL. The President shall be Ex-officio member of all standing committees. The President shall appoint chairpersons for any ad hoc committees as may be desired from time to time. All such ad hoc committee chairpersons shall serve at the pleasure of the Board of Directors. The President shall have the power and duties usually vested in the office of the President.
7.3 Vice President. The Vice President shall have such duties as assigned by the President and shall be the President Elect.
7.4 Secretary. The Secretary shall attend all meetings of the Board of Directors and keep written Minutes and a correct record of their proceedings. The Secretary shall conduct the correspondence, give all notices, and perform such other duties as shall be required by the Board. In the absence of the Secretary, the presiding officer shall appoint an acting Secretary. The Secretary shall work with Treasurer to keep a list of the members and shall report to the Board any changes therein periodically or upon request. The Secretary shall be responsible for the accuracy of the membership list. The Secretary shall comply with the Sections VI and 9.7 to assist with the Election process.
7.5 Treasurer. The Treasurer shall serve a three-year term or until her or his successor is duly elected or appointed as provided in these bylaws. The Treasurer shall be responsible for the collection of all monies and dues and shall deposit the same in a financial institution or other depositories approved by the Board. The Treasurer shall be authorized to make the usual disbursements in the ordinary course of business, but for any extraordinary expense, the Board shall approve the same before payment. All disbursements shall be made by check and may be electronic. The Treasurer shall keep proper books and accounts and shall perform such other duties as the Board may assign. The Treasurer shall send dues invoices to all members and applicants after the Board of Directors has set the amount each year, no later than November 15. The Treasurer shall serve as the chair of the Finance Committee.
7.6 Immediate Past President. The Immediate Past President shall perform such duties for the SMWL that shall promote its purposes. The Immediate Past President shall also serve as the chairperson of the Nominations Committee.
7.7 Initial Officers. The founding Board shall elect officers to serve until their successors are elected at the next Annual Meeting.
7.8 Nothing shall prohibit a Director from also being an officer, in which case the Director/Officer shall have only one vote.
7.9 All officers of the SMWL set forth in Section 7 shall constitute an Executive Committee that shall have the authority to carry on the routine business of the SMWL and to make policy decisions on administrative and emergency matters between meetings of the Board of Directors. Any decisions made by the Executive Committee shall be subject to ratification by the Board of Directors at the next meeting of the Board.
SECTION VIII: BOARD OF DIRECTORS
8.1 There shall be a Board of Directors which shall consist of the Executive Committee as referred to in Section 7.9 and six (6) elected Directors, each of whom shall have the right to vote. All members of the Board shall be dues-paying members of the SMWL.
8.2 The founding Directors shall serve until the first Annual meeting to be held in January 2016. At the First Annual Meeting, three Directors shall be elected to serve for a term of one year. Three other Directors shall be elected to serve for a term of two years. Thereafter, all Directors shall be elected to serve a two-year term or until their successors are duly qualified and elected.
8.3 In the event of a directorship becoming vacant for any reason, a new director shall be appointed by the majority of the remaining Board of Directors. The appointee shall serve for the duration of the term of the individual being replaced.
8.4 Board of Directors. The Board of Directors shall exercise such powers and controls as are usually exercised by such governing boards and between meetings of the SMWL association, the Board shall have control of its affairs with powers to act on its behalf. In accordance with Section 7.9, the Board shall have authority to consider and, as appropriate, ratify any decision made by the Executive Committee between meetings of the Board.
8.5 Compensation. Members of the Board of Directors shall not receive any compensation for their services as Directors or Officers. No part of the net earnings of the SMWL shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the SMWL shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws.
8.6 Reimbursement. Members of the SMWL may receive reimbursement for reasonable and necessary expenses incurred in furtherance of the SMWL business and mission. A claim for reimbursement must be approved by a majority of the voting Board of Directors before the Treasurer is authorized to pay the reimbursement.
8.7 Director’s Conflict of Interest. These bylaws are not intended to impose any additional requirements on conflict of interest transactions beyond RSMo §355.416 (or the corresponding section of any future Missouri statute governing non-profit organizations.)
SECTION IX: STANDING COMMITTEES
9.1 There shall be eight (8) permanent standing committees:
1. Philanthropy/ Community Involvement;
2. Mentorship/Membership/Leadership Development;
5. Media and Legal Community Relations;
7. Finance; and
8. Young Lawyers Section.
There shall be such other standing committees as determined by the SMWL upon recommendation of the Board of Directors. With the exception of the committees for which chairs are specified in these bylaws, the chairperson of each committee shall be appointed by the President from the Board of Directors. The committee members shall be appointed by the chairpersons. The committees shall hold as many meetings as are necessary to perform the mandates required of them. In addition to the mandates specified in this Section, the mandates of each committee shall include additional responsibilities as the Board may determine appropriate. All committee activity requires approval by the Board of Directors before SMWL incurs any expense or makes any announcement regarding the activity.
9.2 The Philanthropy/Community Involvement Committee shall promote community involvement within the organization. The committee will develop volunteer projects and fundraising activities to assist local charitable organizations and to provide members of SMWL with an opportunity to learn the value of community service in an encouraging and collegial environment.
9.3 The Mentorship/Membership Committee shall develop and promote activities to encourage participation in the SMWL and between junior and senior attorneys, and shall recruit new members and promote retention of current members.
9.4 The Meetings/Events/CLE Committee shall plan and execute regular meetings, special events, and CLE seminars throughout the year for members (and other attorneys, if the Board deems appropriate.) This committee shall coordinate with other committees or act upon recommendation by the Board of a member for a topic or speaker of such meeting, seminar or event.
9.5 The Governance Committee shall review the bylaws of the SMWL annually and report to the Board the results of its review; and as necessary, shall solicit recommended changes to the bylaws and draft amendments to the bylaws in accordance with such recommendations.
Proposed amendments to the bylaws of the SMWL shall be distributed to the Board members for consideration, comment, and evaluation in advance of any meeting at which such revisions may be reported or which a vote may be held. The Governance Committee shall determine the election process of the SMWL and provide guidance to the Board of Directors regarding policies and official actions wherein the Board represents the SMWL.
9.6 The Media and Legal Community Relations Committee shall foster an open line of communication with the media, as well as the local, regional, and state bar associations. The committee will be responsible for the organization’s communications including, but not limited to, websites and social media accounts. In addition, the committee will provide members to act as liaisons for the Missouri Bar, the Missouri Bar Young Lawyers Section, and other local and regional bar associations as requested.
9.7 Nominations. In the first year, 2015, the President shall serve as Chair of the Nominations Committee. In all subsequent years, the Immediate Past President will serve as chairperson of the nominations committee. No later than October 15, the Nominations Committee Chair shall appoint four other members, as approved by a majority of the Board of Directors. This committee shall be comprised of at least two members who are members of the association and not of the Board of Directors. None of the members of the Nominating Committee may be seeking an Office or a Directorship in the election for which this committee has assembled. Members of the Nominating committee can be officers, directors or members of the SMWL.
9.7.1 The Nominations Committee Chair shall electronically send a written inquiry to all SMWL members asking for volunteers or nominations for the expiring officer and director positions. This form shall be due to the Nominations Chair by November 1.
9.7.2. The Nominating Committee shall select one nominee for each expiring office and directorship for its slate. The Nominating Committee Chair shall electronically send the approved slate of new SMWL officers and directors to the Board of Directors no later than December 1. Thereafter, the Board shall vote to approve or amend the slate. The Board will also, at or before this time, set the date of the upcoming election.
9.7.3 Upon approval by the Board of the slate of the Nominating Committee and no later than December 15, the Secretary shall electronically notify each member of the nominations slate of his or her nomination and state the date of the Annual Meeting at which the election shall be conducted.
9.7.4 If a member of the slate wishes to decline the nomination, then the member shall notify the Secretary and the Nominations Chair of the decision by December 31st. The Nominations Committee may then convene to attempt to slate another member for the position and seek approval by the Board prior to the election.
9.7.5 If the Immediate Past President cannot serve, then the President shall appoint the new chairperson who shall not be seeking any Office or Directorship for the election for which she or he has been appointed the Nominations Chairperson.
9.8 The Finance Committee shall assist the Treasurer in carrying out the financial business of the SMWL. The Treasurer shall serve as the chair of the Finance Committee and shall appoint members of the SMWL or others to serve on this committee as needed.
9.9 The Young Lawyers Section is for networking and professional development for the members that have graduated from law school within the last five years and/or are under the age of thirty-six (36) years old.
SECTION X: REMOVAL
Any member of the Board of Directors may initiate a request for removal of any board member for non-fulfillment of their duties. Such requests must be made in electronic writing. To remove a Director, such request shall be made to the President, who shall thereafter investigate the request. To remove an Officer, such request shall be made to all of the Officers, and the highest ranking officer (ranking as set forth in Section 7.1) not the subject of the request, shall thereafter investigate the request. By a majority vote of the Board of Directors, a board member or Officer may be removed for: failure to attend two meetings of the Board, in any one year, when the absence is unexcused by the President; failure to perform or carry out assigned duties, or frequent and/or extreme unexcused tardiness at the board and/or committee meetings; inappropriate behavior or actions that could adversely affect the SMWL; and/or reliance upon findings of an investigation conducted upon a Director’s written request for removal for any other failure to fulfill their duties. Definition of such failures shall be set by the Board of Directors.
SECTION XI: INDEMNIFICATION
Every director, employee or officer and his or her personal representative shall be indemnified by the SMWL against any costs, expenses, and attorney's fees incurred in connection with any claim or legal action against him or her as an officer, employee, or director of the SMWL. No officer, employee, or director shall be indemnified if he or she is determined by the Board of Directors to have been derelict in the performance of his or her duties with respect to the claim for which indemnification is being sought. A determination of indemnification by the Board of Directors shall be made by a majority of the Board members who were not parties to any claim or legal action, even if those voting are less than a quorum. This right of indemnification is non- exclusive of other rights as may be entitled as a matter of law or as may be lawfully granted.
SECTION XII: DISSOLUTION OF SMWL
It is anticipated that the need for the organization will exist indefinitely and that it will be perpetual. However, should it terminate, all funds and assets belonging to the organization at the time shall be contributed to an organization that is approved under Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code and the Regulations thereunder. The organization shall be selected and approved by the existing Board of Directors at the time, but preference shall be given to an organization with a purpose of promoting women in the legal profession.
SECTION XIII: AMENDMENTS
These bylaws may be amended at any meeting of the SMWL association at which a quorum is present, by a majority vote of the voting members present; provided, however, that written notice of the proposed bylaws to be added or the bylaws to be amended shall be mailed or emailed to all active members thirty (30) days prior to such meeting at which such vote to approve shall be held.