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By-Laws of the Brooklyn Women's Bar Association

(As revised September 10, 2015)

ARTICLE I

Section 1.

Name

The name of the organization shall be the Brooklyn Women s Bar Association,
hereinafter called the Association.

 

Section 2.

Purposes

The purposes of the Association shall be: (a) in conjunction
with the Women s Bar Association of the State of New York as its Kings County
chapter, to assist in the establishment and direction of policies and policy
statements on issues of statewide, national and international significance
relating to women lawyers and women generally, including but not limited to
state or national legislation, international compacts, statewide judicial
office, and state or national judicial policy; (b) to inform membership and
disseminate information on issues of interest and significance to women lawyers
and women in general; (c) to cooperate with, aid, and support women in the
society; (d) to assist in maintaining the integrity and competence of the legal
profession and advance the competence and professionalism of the membership;
(e) assist in improving the legal system and the administration of
justice in Kings County.

ARTICLE II

Section 1.

Officers

The Officers of the Association shall be a President, three Vice-Presidents, a Treasurer, a Recording Secretary and a Corresponding Secretary.  The officers of the Association shall be elected annually as provided in these By-laws and shall take office on June 1st.  No officer shall serve in the same office for more than two (2) consecutive terms. No person may serve in more than one office at the same time.  The Officers shall perform such duties as may be assigned to them from time to time by the Board of Directors, in addition to those set forth in these By-Laws.

Section 2.

President

The President shall be the chief executive officer of the
Association and shall generally supervise and direct its affairs.  The
President shall preside at meetings of the Association and of the Board of
Directors.  The Committee on Nominations shall be appointed by the
President, subject to approval of the Board of Directors.  In addition,
the Committee on Ethics shall be appointed by the President, subject to
approval of the Board of Directors.  The President shall be an ex-officio
member of all committees, except for the Committee on Nominations and the
Committee on Ethics, and as such may participate in the proceedings thereof
without a vote except to break a tie.

Section 2a.
President-Elect

The President-Elect shall perform such duties as may be delegated to him/her by
the President or assigned to him/her by the Board of Directors.  In the
absence of the President, the President-Elect shall preside at meetings of the
Association and the Executive Board.  If the President-Elect is unable to
preside, the President shall designate one of the Vice Presidents to
preside.

The President-Elect shall serve as the Chairperson of the
Committee on Nominations as set forth in Article VI, Section 6.  For the
transition year (2011-12) only, the current President shall serve as the Chair
of the Nominating Committee, subject to the approval of the Board of Directors.

The President-Elect shall automatically succeed to the
President upon the expiration of the President's term.

Section 3.

Vice President

The Vice-Presidents shall perform such duties as may be
delegated to them by the President or assigned to them by the Board of
Directors within the terms of these By-laws.  In the absence of the
President, one of the Vice-Presidents shall preside at meetings of the
Association and of the Executive Board.

Section 4.

Recording Secretary

The Recording Secretary shall record and permanently
maintain the minutes of all meetings of the Board of directors. The Recording
Secretary shall furnish to the Corresponding Secretary copies of all
resolutions passed by the Association which are to be transmitted and shall
perform whatever other duties may be prescribed by these By-laws.  Where
feasible, the outgoing Recording Secretary shall deliver to the incoming
Recording Secretary all minutes recorded by the outgoing Secretary during her
tem of office as well as all minutes in her possession taken by past
secretaries.

Section 5.

Corresponding Secretary

The Corresponding Secretary shall give written notice of
meetings of the Association and of the Board of Directors in accordance with
the provisions of

these By-laws.  The Corresponding Secretary shall immediately give written
notice, upon receiving same from the office of the President, to all members of
the Association, each year of the provisions of Article VI,   6 of
these By-laws, together with the names of the candidates nominated by the
Committee on Nominations and any further notice required under said
section.  She shall conduct whatever other correspondence the President,
the Executive Board, any Committee, or the Association itself may
require.  The Corresponding Secretary shall maintain a current mailing
list of members and other persons designated to receive Association
correspondence, shall have general charge of the files of Association
correspondence and shall perform whatever other duties these By-laws may
prescribe. 

Section 6.

Treasurer

The treasurer shall have general charge of the funds of the
Association subject to the control of the Board of Directors.

 

The Treasurer shall collect the dues of the members and
transmit to the Corresponding Secretary the names and other information
concerning the members; shall keep accounts of the Association, deposit all
funds received, invest its funds as directed by the Board of Directors, report
at each regular meeting of the Board of Directors and make annual reports to
the Association membership; and annually present a proposed budget to the
membership at the annual meeting.  The treasurer shall pay all bills duly
incurred by or on behalf of the Association.  The accounts of the
Treasurer shall be reviewed at least annually by the Board of Directors and at
such other times and in such manner as the Board of Directors may direct.

The Treasurer shall have sole authority on a day to day
basis to expend the funds of the Association except that the Board of Directors
shall approve all single item disbursements over five hundred ($500) dollars,
other than the remission of dues to the Women s Bar Association of the State of
New York, which the Treasurer shall submit as a matter of course.  The
Board of Directors shall decide any disagreements arising between the Treasurer
and any member requesting disbursement of Association funds. 

The Treasurer shall certify annually, as of January 31st, the Association
membership to the Women s Bar Association of the State of New York and shall
remit at least quarterly the per capita charges due and payable, together with
a membership report, to the Women’s Bar Association of the State of New York.

Section 7.

Advisory Council

The Advisory Council shall consist of each member in good
standing of the Association who has served as President of the Association.

 

It shall be the duty of the Advisory Council to advise and
make recommendations to the Board as to all matters that may come before it,
and to participate in the deliberations of the Board of Directors, but members
of the Advisory Council shall not make motions for the consideration of the
Board of Directors nor shall they vote on any matter before the Board of
Directors.

The members of the Advisory Council shall be given notice of
all regular and special meetings of the Board of Directors.

Nothing herein contained shall be deemed to bar a past
President of the Association from being elected to serve as a regularly elected
member of the Board of Directors as provided by Section 1 of Article III of
these By-Laws, with all the rights and privileges of said office.


Section 8.

Vacancies

In the event the President is disabled or otherwise unable
to perform or has failed to perform any duty imposed by the By-laws, the Board
of Directors shall consider whether to appoint one of the Vice-Presidents to
act in her place.  If all of the Vice-Presidents are unwilling or unable
to serve as President, the Board of Directors shall elect a member of the Board
to so serve.  If the Board, by a two-thirds vote, decides to take such
action, it shall immediately serve personal notice upon the President of such
intention.  If the President requests a hearing by the Committee on Ethics
by serving a demand on the Secretary of the Association within three (3) days
of the notice of intention, said Committee shall hold a hearing and render a
written decision within ten (10) days of receipt of the President s
demand.  If the Committee on Ethics sustains the Board of Directors or if
the

President makes no demand, the Board shall implement its stated
intention.  If the Committee fails to sustain the Board, the President
shall continue in office.

 

ARTICLE III

 

Section 1.

Board of Directors

The Board of Directors shall consist of the Officers of the
Association , the Representatives of the Chapter of the State Board of
Directors of the Women s Bar Association of the State of the New York, Officers
of the Women s Bar Association of the State of New York who are members of the
Brooklyn Women s Bar Association, the immediate past president and fifteen (15)
members elected pursuant to Article VI,  6 of the By-laws.

The terms of the members of the Board of Directors shall commence on June 1 and
shall be for a period of one (1) year.

Section 2.

Meetings of Board of Directors

The Board of Directors shall meet a least six (6) times per
year except during the months of July and August, upon a least ten (10) days
written notice.  A special meeting of the Board of Directors may be call
at any time by the President acting alone or by the President a the written
request of three (3) of the members of the Board of Directors, on three (3)
days notice.

Nine (9) members actually attending a meeting shall
constitute a quorum. Any Board member not attending a meeting shall give their
proxy to any member attending a meeting.

Section 3.

Duties and Powers of Board of Directors

The Board of Directors shall have responsibility of the general
management of the affairs of the Association.   The Board of
Directors shall have the power to make rules and regulations and take any
action not inconsistent with these By-laws. The Board of Directors shall have
control of the custody, investment, expenditures and disposal of all property
of the Association, other that the disposal of real estate, which is subject to
the direction of the membership.   The Board may authorize contracts
to be made by or on behalf of the Association by one of the Officers or by any
standing or special committee.  The Board of Directors may from time to
time designate or employ one or more persons who need not be members of the
Association to perform such duties as it may assign.  The Board of
Directors shall approve the budget of the Association including any allocations
from committees and any other purposes.  The Board of Directors shall approve all single item
disbursement over five hundred ($500.00) dollars other that than the remission
of dues to the Women s Bar Association of the State of New York.

When in the judgment of the President of the Executive Committee, an action must be taken or decision made quickly and a timely meeting of the Board of Directors would be impracticable, such action may be taken or decision made by any method then provided for or not prohibited by the revitalized New York not-for-profit corporation law of 2013, including but not limited to electronic voting, provided the notice of the matter to be decided has been disseminated to the entire board not less than the minimum time required by the revitalized New York not-for-profit corporation law of 2013. 

The affirmative vote of a majority of the Board of Directors deemed present under the New York not-for-profit corporation law of 2013, if a quorum of the board of directors is then present as defined by such law, shall be required in such event, unless a greater number is required elsewhere in these by-laws. 

The recording secretary shall make a written record of the action taken and the vote thereon, which shall include the names of the directors voting and shall be entered in the minutes of the Board of Directors as part of the minutes to be approved at the next regularly scheduled board meeting. 

The matters that the President or the Executive Committee is empowered to bring before the board in this manner, between the regularly scheduled board meetings, shall be limited to matters that the majority of the voting board members deem appropriate for an email vote, but, any one negative vote that the item up for an email vote is inappropriate for a vote by email, shall automatically cause that item to be placed on the board’s agenda for the next regularly scheduled meeting to be voted upon at that time. 

Section 4.

Vacancies

Vacancies in the Board of Directors or in the offices of
Vice-President, Corresponding Secretary, Recording Secretary or Treasurer
occurring during the year shall be filled by the Board of Directors until the
next annual meeting of the Association.  

In the event of the absence of an Officer or Director of The Brooklyn Women's Bar Association or one of its Delegates to the Women's Bar Association of the State of New York, member of the Board of Directors elected
pursuant to these By-laws from three (3) successive regular meetings of the
Board of Directors, the Board of Directors may in its discretion remove such
member and declare a vacancy which vacancy shall be filled pursuant to these
By-laws. The President shall issue a letter notifying said repeatedly absent individual of his or her non-compliance and that said individual may be removed from office at the next Board of Directors meeting. 

ARTICLE IV

 

Section 1.

Membership

Any person admitted to practice before the Bar to which the
applicant has been admitted in good standing, any law school student and any
law school graduate awaiting admission to the Bar may be a member of the
Association.  Student members are not eligible to vote in Association
elections.  All members of the Brooklyn Women’s Bar Association, who are in good standing and admitted to practice by the Bar of the State of New York, are eligible to vote in all elections of the Association.  Secondary chapter members are not eligible to vote.

Applications for membership shall, upon payment of the
appropriate dues for the current year, require an affirmation by the applicant
that she is a member in good standing of the Bar to which the applicant has
been admitted  or, in the case of a pre-admission member, an affirmation
that she is engaged in the study of law or is awaiting admission to the
Bar.  All applicants for membership are subject to review by the
membership committee for determination that the applicant meets the eligibility
requirements.

Section 2.

Membership Meetings

There shall be at least six (6) general membership meetings
held each year of which the May meeting shall be the annual membership meeting
of the Association.  At the annual membership meeting the President shall
report on the activities of the Association for the preceding fiscal year and
any plans formed for the current fiscal year. 

The meetings of the Association shall be held at a time and
place determined by the Board of Directors.  As least fifteen (15) days
written notice shall be given to the membership of the membership meeting.

Section 3.

Procedural Rules at Meetings

All matters of order and procedure not specifically governed
by these By-laws shall be governed by Roberts Rules of Order.

 

ARTICLE V

 

Elections

Officers of the Association, Directors of the Association
and the Representatives of the Board of Directors of the Women s Bar
Association of the State of New York shall be elected at the annual general membership
meeting by vote of the majority of the members in good standing casting their votes in
person, via email or by mail ballot.  Email ballots are to be considered only if uncontested.  The ballot shall be sent to the membership at least thirty (30) days prior to the annual general membership meeting.  The ballot shall be sent via email unless a member opts out of email correspondence.

At the meeting at which the election of Officers, Directors,
and/or Representatives to the Board of Directors of the Women s Bar Association
of the State of New York is to be held, the Secretary shall present a list of
all members entitled to vote.  If any contested nomination has been
submitted for this election, the President shall appoint two (2) tellers who,
together with Secretary, shall conduct the balloting and canvass the votes.

 

ARTICLE VI

 

Section 1.

Standing Committees

The standing committees of the Brooklyn Women's Bar Association shall be as
follows:

1. Membership
2. Nominations
3.  Judicial Screening
4.  Continuing Legal Education
5. Annual Dinner
6. By-Laws
7. Executive

Section 2.

Appointment of Committees

Substantive law committees and any special committees of the
Association may be appointed by the Board of Directors or by the President upon
the resolution of the Board of Directors; except that a special committee
appointed to evaluate the President must be appointed by the Board of Directors
with no input by the President.

Section 3.

Committee Attendance by the President

The attendance of the President as an ex officio member of
the Committees shall be optional and voluntary on her part, except for the
Nominations Committee, in which she will not sit or be an ex
officio member of, as provided in Article II, Section 7 herein.

Section 4.

Reporting by Committees

The chair of each standing and special committee, upon the
direction of the Board of Directors or the President, shall report to each
regular meeting of the Board of Directors upon the proceedings of such
Committee and shall present to the Board of Directors for its action any
recommendation which the Committee may make including without limitation
recommendations for expenditures or otherwise.  Each of the standing
committees shall present its annual report in writing to the President.
No committee may make any statement on behalf of the Association on any issue
without prior approval of the Board of Directors.  Each committee shall
establish its own operating rules as to schedule and procedure.  No
committee shall contract for or make expenditure in excess of such
appropriation as the Board of Directors shall authorize.  Any vacancy in a
standing or special committee may be filled by the committee chair for the remainder of the term, subject to the approval of the President.

Section 1.

Committee on Membership

The Committee on Membership shall solicit new members and
the renewal of existing members.  The chair shall keep a current
membership list in coordination with the Corresponding Secretary and the
Treasurer.  The chair of the Committee shall report the names of new
members to the Board of Directors monthly.

Section 2.

Committee on Nominations

Annually at the January Board of Directors meeting, a
Nominating Committee consisting of four (4) members in good standing shall be
appointed by the President.  The Chairperson of said committee shall be
the President-Elect who will serve as the fifth and final member of the
Committee.  

The Nominating Committee shall make nominations for the
offices to be filled at the forthcoming annual election of the Association and
shall give written notice of such nominations to the President by the last day
of February.  The President, upon receipt of such notice, shall forthwith
direct the Corresponding Secretary to give notice to the membership.

With the exception of the President Elect, who shall serve
as Chair of the Nominations Committee and who shall automatically succeed to
the President upon the expiration of the President’s term, the Nominating
Committee shall not nominate any of its members for any Office of the
Association.

At all meetings of the Nominating Committee a quorum shall consist
of a majority of the Committee.

Any ten (10) voting members of the Association may, by
writing, delivered to the Corresponding Secretary of the Association not later
than two (2) weeks subsequent to the mailing of the list of nominees by said
Secretary, propose candidates for any or all of the offices to be voted upon at
the annual election and the Corresponding Secretary shall immediately give
notice to all members of the Association of such proposed candidates, together
with the candidates nominated by the Nominating Committee.  Notice of the
provision of this section shall be given by the Secretary with the first
mailing of the names of the nominees to the membership.

The Committee shall solicit and receive suggestions and
recommendations for the offices to be filled.  Voting shall be by closed
ballot.  In case of a tie vote, which the Committee on Nominations has
been unable to break, the immediate Past President of the Association shall
vote to break the tie.

Section 3.

Committee on Judicial Screening

The Committee on Judicial Screening shall be comprised of no
less than five (5) members.

The Committee on Judicial Screening shall consider the

qualifications from the viewpoint of character, learning, professional

experience, reputation, courtesy and consideration of colleagues, and ability
of candidates nominated or proposed to be nominated for election or appointment
to local judicial office in the County of Kings and the Eastern District of New
York.  The chair of this Committee or her designee shall be the Association’s
representative to the Committee on the Judiciary of the Women’s Bar Association
of the State of New York

The Committee shall seek the nomination, election or
appointment of competent and qualified candidates and shall encourage the
nomination, election and appointment of women.  The Committee shall make a
full report on the qualifications of candidates together with its
recommendations to the Association for such action as the members may
decide.  No member of the Committee may be a member o the judiciary an
employee of the Unified Court System, or current judicial candidate. The
deliberations of this Committee shall be kept confidential.  This
Committee shall have the power to establish its own rating system, subject to
approval by the Board of Directors, keeping in consideration the goals of this
Association and professional ethics.

Section 4.

Committee on Continuing Legal Education

This Committee shall report to the Association developments
in legal theory and practice other than legislation and shall correlate methods
of making the Association useful and of practical assistance in the continuing
legal education of its members.

Section 5.

Annual Dinner Committee

This Committee shall be in charge of arrangements for the
annual dinner of the Association, subject to the direction of the Board.

Section 6.

Committee on By-laws

The Committee on By-laws shall review the By-laws from time
to time and shall prepare and submit to the membership for vote any change or
amendment to the By-laws which it proposes.

The Committee may solicit opinions with respect to proposed amendments for the
members, officers and directors in any manner that it deems appropriate.

Section 7.

Executive Committee

This Committee shall be comprised of the President, the President-Elect, the Vice
Presidents, the Recording Secretary, the Corresponding Secretary and the Treasurer.
It shall be the duty of this Committee to vote on matters that arise between
meetings and on which the Board is unable to be consulted.

 

ARTICLE VII

By-Laws

The By-laws may be adopted, amended or rescinded at any
membership meeting of the Association by an affirmative vote of two-thirds of
the members in good standing present and voting; provided that notice of the
proposed action, which may be filed with the Corresponding Secretary by one or
more members of the Association, shall have been given in writing at least ten
(10) days before the meeting at which such action is proposed to be taken.

These By-laws and any Amendments shall take effect immediately upon their
adoption by the Association.

 

 

ARTICLE VIII

Fiscal Year

The fiscal year of the Association shall commence June 1.

ARTICLE IX

Representation

No Committee or member of the Association, other than the
President or her designated representative, shall represent the Association
unless authorized to do so by the Board of Directors.

 

ARTICLE X

Interpretation of By-Laws

Wherever the word “she” or “her” is used herein, such word
shall be construed to include “he” or “him” where appropriate.

 

ARTICLE XI

Indemnification

The Association may, to the fullest extent now or hereafter
permitted by law, indemnify any person made or threatened to be made, a party
to any action or proceeding by reason of the fact that she was an officer or
Director of the Association against any judgment, fines, amounts paid in settlement
and the expenses, including counsel fees and disbursements, incurred in
connection with any such claim, action, proceeding or payment, except where
such claim is based upon, in while or in part, upon such officers or Director’s
willful misconduct or fraud.


ARTICLE XII

Bar Related Expenses

Reasonable travel, or other incurred expenses by board
members or officers for attendance at bar-related functions or for bar-related
purposes, shall be reimbursed within available budget appropriations and
subject to approval by the officers, as long as the expenses are reasonable and
necessary expenses incurred for the benefit of the Association.




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123 Remsen Street, Brooklyn, NY 11201
| Phone: 347-790-0300

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