By Laws

BY LAWS

As Amended on October 10, 1985 and June 11, 2009 and January 12th, 2017.

Article I

Office

The principal office of the Association shall be located in Louisville, Kentucky.  The corporation shall have no other offices.

Article II

Members

Section 1. Active Membership. Active members shall be lawyers in good standing in the bar of the highest court of any state, territory, or the District of Columbia, and who are current in their dues. Active members shall be entitled to vote and hold office in the Association in addition to all general privileges of membership.

Section 2. Associate Membership. Associate membership is open to law students and nonattorneys.  Associate members shall be entitled to all privileges of the Association except those of voting and holding office.

Article III

Meetings of Members

Section 1. Annual Meeting. An annual meeting of the members shall be fixed by a majority vote of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings shall be called by the President or a majority of the Board of Directors. Written notice of the special meeting shall be mailed no less than seven (7) days in advance. The call for a special meeting shall state the business to be transacted, and no business shall be transacted except that specified in the call.

Section 3. Regular Meetings. Regular Meetings shall be held on the second Thursday of each month or at other times as shall be fixed by a majority vote of the Board of Directors. The location of regular monthly meetings shall be selected by the Secretary.

Section 4. Quorum. One-fifth (1/5) of the active members of the Association shall constitute a quorum at any regular meeting, but lack of a quorum at any regular meeting shall not prevent those present from proceeding with the program of the day, provided no official business shall be transacted. There will be no proxy voting.

Article IV

Board of Directors

Section 1. Directors. The administrative and governing body of the Association shall be the Board of Directors, which shall consist of the five (5) elected officers, the immediate past President and five (5) members elected at-large from the membership. The Board of Directors shall have the power to transact the general business of the Association, approve expenditures, and assume other such duties as set out in the bylaws.

Article V

Officers

Section 1. Election of Officers. The officers of the Association shall consist of the President, the Vice President-Programs, the Vice-President Membership, a Secretary and a Treasurer. Officers shall be elected at the Annual Meeting and shall hold office for a period of one year or until their successors are elected. Holding of the same office shall be limited to not more than two consecutive terms. Any part of term in excess of six (6) months shall be considered a term in deciding eligibility for re-election.

Section 2 Vacancy. Vacancies in office shall be filled by remaining members of the Board of Directors thereon by ballot. Any officer who does not attend three (3) consecutive meetings will be subject to removal by a majority of the board of Directors.

Section 3. Duties of Officers. The duties of the officers shall be such as are stated and implied by their respective titles and these Bylaws.

Section 4. Associate Directors. The Board of Directors shall, following its election, establish the standing committee of the Association to serve for the succeeding year and a chairperson of each standing committee. The chairperson of each standing committee, other than the Nominating Committee, shall serve as an Associate Director. Associate Directors may attend and participate in all meetings of the Board of Directors, but may not vote on any matters presented to the Board.

Section 5. President. The President shall conduct all meetings and otherwise act as chief
executive officer of the Association. He or she shall be an ex officio member of all committees except the Nominating Committee on which he or she may not serve in any capacity.

Section 6. Vice-President-Programs. The Vice-President-Programs shall act in all matters as the President in the absence of the President. Should the office of the President become vacant for any reason, the Vice-President-Programs shall act as the President until such vacancy is filled.  The Vice-President-Programs shall otherwise be responsible for all programs to be presented at regular meetings of the Association.

Section 7. Vice-President-Membership. The Vice-President-Membership shall be responsible for maintenance and promotion of membership in the Association and shall work with all committees for the purpose of providing for the maximum exposure of the Association in order to increase and maintain its membership.

Section 8. Secretary. The Secretary shall keep an accurate list of the members of the Association with the address of each member, his or her class of membership, attendance record and all minutes. The Secretary shall present minutes in writing at all meetings or with the notice of the next meeting and shall notify committee members of their appointment and conduct the correspondence of the Association.

Section 9. Treasurer. The Treasurer shall receive all dues, pay bills approved by the Board of Directors, and keep an itemized account of all receipt and disbursements. He or she shall make a verbal report at the regular meeting and an itemized written report at the Annual Meeting, which will be filed with the Minutes.

Section 10. Members-At-Large. The at-large members may be assigned one of the following specific duties per the Board’s discretion:
1. Social Media Chair
2. Community Outreach Chair
3. Website Chair
4. Social Chair

Section 11. Retirement. Each officer, upon retiring from office, shall deliver to his or her
successor all records or other property belonging to his or her office in the Association.

Article VI

Committees

Section 1. Nominating Committee. The President shall, at the August Meeting of the
Association, appoint a three-member Nominating Committee, one of whose members shall be designated to chair the committee. No member of the Nominating Committee shall be a current officer of the Association, but one member of the Nominating Committee shall be a past officer of the Association. The Nominating Committee shall submit a slate of candidates for office to the active members either prior to or at the regular meeting at which a vote is taken thereon. Nominations may also be made from the floor. No member of the Nominating Committee may stand for any elective office in the year in which he or she serves on such Committee.

Section 2. Other Committees. The Board of Directors may appoint such other committees as it may deem necessary in order to effectuate the business of the Association.

Article VII

Dues

Annual dues of all active and associate members shall be established by the members of the Association. Members failing to renew membership before January 1 of any year shall be taken from the roll.

Article VIII

Fiscal Year

The fiscal year of the Association shall be from January 1 to December 31 of each year and thereceipts for dues shall be on that basis.

Article IX

Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a twothirds (2/3) vote of all active members present at any regular meeting or at any properly called special meeting, provided that all members shall have received notice that an amendment to the Bylaws will be considered at the next meeting, at least (7) days in advance of such meeting.

Article X

Order of Business

Roberts Rules of Order shall govern all meetings and matters not specifically included in the Articles of Incorporation and Bylaws of this Association.

 

The following link will provide a copy of the bylaws in Adobe PDF format, click here.