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BYLAWS Approved by the Membership on February 8, 2022 ARTICLE I - OFFICE The Executive Committee of the Association shall designate the principal office of this Association. ARTICLE II- MISSION STATEMENT FAWL’s mission is to actively promote gender equality and the leadership roles of FAWL’s members in the legal profession, judiciary and community at large. To achieve these goals, FAWL will uphold the highest standard of integrity, honor and courtesy in the legal profession, promote reform in law, and facilitate administration of justice. ARTICLE III - MEETINGS There shall be an annual and mid-year meeting of this Association to be held at such time and place as may be decided by the Board of Directors from year to year. Such meetings shall be called by notice sent via mail, or electronic mail to the members of the Association upon order of the Board of Directors through the President. The Florida Association for Women Lawyers strives to hold all meetings and events in facilities that are reasonably accessible. Special meetings of the Association may be called by the President or by any three members of the Board of Directors or by petition signed by any ten (10) members of the Association, provided notice is communicated by mail, or electronic mail to the members of the Association of the time, place or manner of such meeting and the purpose of such meeting at least ten (10) days prior thereto. Any action of the Board of Directors or Executive Committee that is required or permitted to be taken at a meeting may be taken without a meeting if the approval of a majority of the voting body is first obtained. For the purpose of approval pursuant to this section, electronic communication will suffice. Although in-person meetings are preferred, electronic meetings are authorized for all meetings of FAWL, its Board of Directors, the Executive Committee, and Committees of its Board of Directors. Such meetings may be held using telephonic, electronic, or remote communication technology at the discretion of the President. Special rules of order pertaining to the conduct of electronic meetings may be adopted by the Executive Committee. ARTICLE IV – MEMBERSHIP The Florida Association for Women Lawyers does not discriminate on the basis of age, race, sex, gender, sexual orientation, national origin, disability, marital status, or religion. Membership in this Association shall consist of the following categories: Section 1: Full Members: Members in good standing of the Bar of any State shall be eligible for full membership in this Association, upon acceptance of application and payment of dues as set by the Board of Directors. Such members shall have all the privileges of this Association, including the right to vote and hold office.
Section 2: Honorary Members: Any lawyer, distinguished in the profession, upon resolution duly adopted by the Board of Directors of the Association, may be enrolled as an honorary member who shall not be required to pay dues. Honorary members shall not be entitled to vote or hold office. There shall be no more than fifty (50) living honorary members at any one time.
Section 3: Student Members: Any law student shall be eligible for a student membership upon enrolling in an accredited law school, which membership shall be available until admittance to any State Bar is obtained. Student members shall not be entitled to vote or hold office and shall pay membership dues as set by the Board of Directors.
Section 4: Affiliate Members: Any lawyer not otherwise eligible for membership or any non-lawyer who is dedicated to supporting the purposes of this Association may be eligible for affiliate membership, subject to the approval of the majority of the Board of Directors and subject to Section 5 of this Article. Affiliate members may include, but are not limited to, Clerk of Courts, Judicial Assistants, and paralegals. Affiliate members shall not be entitled to vote or hold office and shall pay membership dues as set by the Board of Directors. Each Chapter may in its discretion determine whether to have an affiliate membership.
Section 5: Suspension or Expulsion of Member: A member disbarred from practicing law in any State shall be automatically dropped from membership in this Association and cannot be reinstated until having been readmitted to practice law in that state. The Board has the power to remove any members or turn down an application for any membership category for cause.
Section 6: Local Chapters: Members residing in a given county or other regional area shall be encouraged to form a local chapter of the Florida Association for Women Lawyers. Upon application of five (5) members and provided the chapter shall submit Bylaws consistent with the Articles of Incorporation and Bylaws of this Association, the Board of Directors may issue a charter to the local chapter.
ARTICLE V – FISCAL YEAR The fiscal year of this Association shall be from July 1 to June 30 of the following year. ARTICLE VI – DUES Section 1: Annual dues for full members, student members, and affiliate members shall be determined by majority vote of the Board of Directors. Any change in the dues for a fiscal year must be approved at or before the winter meeting of the previous year.
Section 2: No member whose dues for the current fiscal year are not paid shall be in good standing to be qualified to exercise a vote after September 1 of any fiscal year, and all other membership benefits will be automatically revoked on that date.
ARTICLE VII – OFFICERS AND BOARD OF DIRECTORS Section 1: The officers of this Association shall be a President, President-Elect, Secretary, Treasurer, Development Director, Public Relations Director, Membership Director, Journal Editor, Legislative Director, and Young Lawyers Director. Their terms shall be one year, or until their successors shall have taken office. The officers are the members of the Executive Committee.
Section 2: The President shall preside at all meetings of the Association and of the Board, shall create all necessary committees not provided for elsewhere herein and appoint the chairs thereof, and shall perform the usual duties incumbent upon a President.
Section 3: The President-Elect shall perform duties of the President in the absence of the President and a duly elected President-Elect shall succeed to the office of the President upon the expiration of the President’s term. In the event the office of President shall become vacant, the President-Elect shall serve in the place of the President for the unexpired term. The President-Elect shall be responsible for program planning. Any member slated as President-Elect must have at least one year of prior service on the Executive Committee.
Section 4: The Secretary shall ensure that a record is kept of all meetings of the Association and of the Board of Directors; shall ensure that notices are sent out at the request of the President or any three members of the Board or any ten (10) members of the Association, shall attend to such correspondence as necessary for the Association, and shall perform such other duties as requested by the President or the Board.
Section 5: The Treasurer shall be responsible for the collection and disbursement of all funds of the Association, as directed by the Board of Directors, shall ensure that accurate books of account are maintained for the Association, that applicable tax forms are filed, and that membership records are accurately maintained. The Treasurer shall maintain contact with the Treasurer of each Chapter to ensure membership and dues are current.
Section 6: The Development Director shall perform duties related to fundraising and sponsorship. The Development Director shall maintain relationships with current advertisers and sponsors as well as recruit new advertisers and sponsors for the Journal and FAWL events. The Development Director will work closely with the Treasurer in addressing FAWL’s budgetary needs. The Development Director will be selected from the members of the Development Committee, which acts in support of the Development Director.
Section 7: The Journal Editor shall be responsible for the FAWL Journal, which shall be published and distributed to the membership at the direction of the Board of Directors.
Section 8: The Membership Director shall ensure that membership records are accurately maintained; create and distribute a membership directory if voted on by the Executive Committee; develop and promote membership benefits; help local chapters to recruit new members; recruit membership and service as liaison for law school membership; communicate with existing and potential members about FAWL benefits and operations; recruit and develop new chapters as directed by the Executive Committee, and present membership development grant applications to the Board of Directors for approval, if funds allow.
Section 9: The Public Relations Director shall be responsible for the monthly E-Newsletters, press releases and social media accounts. The PR Director shall maintain a permanent record of the Association’s activities.
Section 10: The Legislative Director shall be responsible for coordinating FAWL’s legislative agenda and organizing FAWL’s annual Lobby Days events. The Legislative Director shall also oversee a committee that will track and report on pending legislation related to FAWL’s mission, providing a basis for FAWL’s endorsement of or opposition to legislation. The Legislative Director shall chair the Fast Track Committee.
Section 11: The Young Lawyers Director shall be responsible for maintaining the formal contact between the Board of Directors and the Florida Bar’s Young Lawyers Division Board of Governors. When possible, the position shall be a two-year commitment.
Section 12: The Executive Director shall be an ex officio member of the Board of Directors with no vote. The Executive Director serves at the pleasure of the Board of Directors. The Executive Director shall keep a record of all meetings of the Association and of the Board of Directors; send out notices at the request of the President or any three members of the Board or any ten members of the Association; shall collect and disburse funds of the Association in accordance with policies and procedures established by the Board of Directors; shall maintain accurate books of account for the Association; and shall maintain membership records.
Section 13: All Chapter Representatives shall represent the interests of their Chapters, provide information about FAWL to their Chapters, and shall provide FAWL with information about their Chapters. Chapter Representatives of Law School Chapters shall be ex officio members of the Board of Directors with no vote. Chapter Representatives of all other Chapters shall be voting members of the Board of Directors.
Section 14: The Board of Directors shall be comprised of the officers, the Immediate Past President, and the Chapter Representative from each Chapter, as set out in Article VIII of the Articles of Incorporation. The President of the Virgil Hawkins Florida Chapter National Bar Association and the Chair of the Florida Bar Diversity and Inclusion Committee may designate a representative to serve on the Board as an ex-officio member with no vote. No Board member may cast more than one (1) vote.
Section 15: All vacancies shall be filled by the Board of Directors with a member(s) in good standing.
Section 16: The Board of Directors shall meet at least four times a year, at a time and place designated by the President. One meeting shall coincide with the Florida Bar’s Annual Meeting.
Section 17: All members of the Board of Directors, including the Chapter Representatives, or designated substitute Chapter Representatives with full voting power, shall attend each duly called meeting of the Board of Directors. If a member is unable to attend any in-person meeting, that member may be permitted to attend using telephonic, electronic, or remote communication technology, provided that telephonic, electronic, or remote communication technology is available. In the event that an Executive Committee member is unable to attend a Board meeting, that member shall furnish to the President a written notice before the meeting. All written notices shall be presented to the Board of Directors, which shall approve or disapprove such notice. If an Executive Committee member misses a meeting in one year without furnishing written reasons therefore as required above, or if the Board of Directors disapproves the reasons, then the Board of Directors may vote to remove the board member. The board member shall be removed from office upon majority vote of the Board of Directors.
In consideration of the time and expense incurred by Chapter Representatives in attending out-of-town meetings, each chapter should offer its Chapter Representative(s) or designated substitute financial assistance, as is consistent with the chapter’s financial ability. ARTICLE VIII – ELECTION OF OFFICERS Section 1: A nominating committee to elect officers to the Association shall consist of: the Immediate Past President, the President-Elect, three members appointed by the Board of Directors and one member appointed by the President, which shall be created no later than February 1st of each year. The President-Elect shall serve as Chair of the Nominating committee. Said committee shall formulate a slate of nominees which shall be immediately reported in writing to the Board of Directors, but no later than February 28th of each calendar year, and presented to the entire membership by mail, or electronic mail by March 15th each calendar year. The nominating committee shall solicit nominees from the Executive Committee, Board of Directors and Chapters and shall operate in accordance with the quorum and notice requirements of the Association bylaws. Any additional nominations for election of officers shall be made by written petition signed by not fewer than twenty-five (25) members of the Association in good standing. Nominating petitions shall be received by the Executive Director on or before March 31st of each calendar year.
Section 2: In non-contested elections, the slate of nominees shall be voted on by the Board of Directors at the April meeting or a specially called full Board of Directors’ meeting prior to April 30th each year.
Section 3: In the case of a contested race(s), a ballot will be prepared and sent to all voting members by mail, or electronic mail on April 15th. Voting shall be by secret ballot. The Executive Director shall prepare the ballot and shall send one such ballot to each member in good standing. The records of the Executive Director shall be conclusive in determining the members entitled to receive such ballots. Only voted ballots received by the Executive Director by May 1st shall be counted or tabulated by the Executive Director. The candidate receiving a majority of the votes cast for an office shall be declared elected. In the event no candidate received such a majority, there shall be a runoff election between the two (2) candidates receiving the highest number of votes for that office. The ballots for the runoff shall be sent by, on or before May 15th. Only runoff ballots received by the Executive Director by May 31st shall be counted or tabulated. Results of the election shall be furnished by the Executive Director to the officers and Board of Directors, and all candidates, and shall be published within two weeks via electronic press release. If any of the above stated dates fall on a weekend or holiday, the following work day shall be the effective date.
ARTICLE IX – QUORUM Section 1: A quorum at any meeting of the Association’s Members shall consist of ten (10) Members of the Association, three (3) of whom must also be members of the Executive Committee.
Section 2: One third (1/3) of the Board of Directors shall constitute a quorum to transact business at any meeting of the Board of Directors, and the action of a majority present at a meeting at which a quorum is present shall constitute the action of the Board of Directors.
ARTICLE X – AMENDMENT OF BYLAWS These Bylaws may be amended at any meeting of the Association by a two-thirds (2/3) vote of the members voting; provided, however that such amendment or amendments to be voted upon shall have been submitted by mail, or electronic mail to each member of the Association at least thirty (30) days prior to the date of such meeting. If following the requirements contained within these Bylaws becomes either impossible or impracticable because of an unforeseen set of circumstances, the Board of Directors may temporarily suspend application of one or more provisions of the Bylaws upon a three-fourths (3/4) vote of the Board of Directors present at a meeting, which may be held telephonically or by videoconference. The bylaw will resume applicability commencing with the next meeting of the Board of Directors or at such other time as specified in the motion for suspension of the bylaws. ARTICLE XI – ENDORSEMENTS The Florida Association for Women Lawyers shall not endorse candidates for public office. ARTICLE XII – EXECUTIVE COMMITTEE Section 1: There shall be an Executive Committee of the Association, which shall be composed of the elected officers of the Association and the Immediate Past President.
Section 2: Subject to the authority and discretion of the Board of Directors, and between its meetings, the Executive Committee shall be the administrative body of the Association and shall have power and authority to do and perform all acts and functions that the Board of Directors itself might do or perform, not inconsistent with the Articles of Incorporation and Bylaws of the Association. Actions taken by the Executive Committee shall be presented for ratification by the Board of Directors at their next regularly scheduled meeting.
Section 3: The Executive Committee shall meet in person, by telephonic, electronic, or remote communication technology, at such time and place as the President may designate, or when requested in writing by at least three (3) members thereof. All members of the Executive Committee shall attend each duly called meeting. In the event that an Executive Committee member is unable to attend an Executive Committee Meeting, that member shall furnish to the President a written notice of the reasons for absence before the meeting, or, if unable to furnish notice before the meeting, then such written notice shall be furnished by the time of the next duly called Executive Committee Meeting, which shall approve or disapprove such notice. If an Executive Committee member misses more than two (2) meetings in one year without furnishing written reasons therefore as required above, or if the Executive Committee disapproves the reasons, then the Board of Directors may vote to remove the board member. The Executive Committee member shall be removed from office upon majority vote of the Board of Directors.
Section 4: At any meeting of the Executive Committee, those present shall constitute a quorum of that body.
ARTICLE XIII – PARLIAMENTARY PROCEDURE Roberts Rules of Order, Newly Revised, shall govern all meetings of this Association, where not inconsistent with the Articles of Incorporation and Bylaws. - - - End - - - |
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