BYLAWS OF THE DUPAGE COUNTY BAR ASSOCIATION
(As Amended and Restated Effective April 5, 2012)
Section 1. NAME
The name of this Association shall be the “DuPage County Bar Association,” an Illinois not‑for‑profit corporation (the “Association”).
Section 2. MISSION STATEMENT
The Association serves the attorneys, judiciary, and citizens of DuPage County, Illinois in providing legal education, business development and networking opportunities, designed to enhance and benefit its membership and community, while upholding the highest degree of civility and professionalism.
Section 3. PURPOSES AND DUTIES
A. The Association purposes are:
i) To promote justice and uphold the Constitution of the United States of America and the State of Illinois;
ii) To foster the highest ethics, integrity and honor of the legal profession;
iii) To provide education and professional support to its Members;
iv) To improve the quality of the judicial system and the administration of justice;
v) To promote the delivery of legal services to all community members;
vi) To promote the legal profession through community service and education; and
vii) To promote the spirit of goodwill, collegiality and civility within the legal community.
B. The Association shall not discriminate for any reason prohibited by law. C. It shall be the duty of every Attorney, Retired, Life and Honorary Member upon request to represent indigent persons or to otherwise support the provision of legal services to the indigent.
Section 4. MEMBERSHIP
The membership designations of the Association shall consist of the following: Attorney, Legal Community, Retired, Affiliate, Life, Student, Honorary and Judiciary as described in this Section 4 (the “Members”).
A. Dues Paying Members
i) Attorney Members: Any person who is (1) licensed to practice law by the Supreme Court of Illinois or by any other state, (2) currently in good standing, and (3) at the time of his or her application for membership is either practicing law in Illinois or residing in Illinois. Upon payment of dues, Attorney Members are entitled to vote and/or run for the Board of Directors and may be appointed as a committee chair or other leadership position within the Association.
ii) Legal Community Members: Any non-attorney who is integrally involved in the legal community as a paralegal, legal assistant, law firm administrator, legal secretary, court manager or other court staff. Legal Community Members are not eligible to vote and/or run for the Board of Directors. Upon payment of dues, Legal Community Members may be appointed as a committee chair.
iii) Retired Members: Any retired person who has been an Attorney Member, Legal Community Member or Judiciary Member for not less than ten (10) years immediately preceding his or her retirement shall pay fifty percent (50%) of the annual dues, based on such person’s membership designation immediately prior to retirement. Upon payment of dues, Retired Members shall continue to be eligible to vote and/or run for the Board of Directors and may be appointed as a committee chair based on such person’s designation immediately prior to retirement.
iv) Affiliate Members: Any other person who is not admitted to practice law and does not qualify for membership under any of the above categories may apply and become an Affiliate Member, as determined by the Board of Directors in its sole discretion. Affiliate Members are typically individuals associated with firms or businesses that provide services to the legal community. Affiliate Members are not eligible to vote and/or run for the Board of Directors nor are they eligible to be appointed as a committee chair.
B. Non-Dues Paying Members
i) Life Members: Any person who has been or is a practicing attorney, a member of the judiciary or both, for a period of forty (40) years shall be named a Life Member, if he or she has been a Member for a cumulative total of ten (10) years or more, three (3) years of the ten (10) years being the three (3) years immediately past. Life Members are eligible to vote and/or run for the Board of Directors and may be appointed as a committee chair.
ii) Student Members: Upon application, any person currently enrolled full-time or part-time in any accredited law school or paralegal program shall be named a Student Member. Student Members are not eligible to vote and/or run for the Board of Directors nor are they eligible to be appointed as a committee chair.
iii) Honorary Members: Upon nomination, any person may be elected as an Honorary Member by a three-fourths (3/4) vote of the Board of Directors and by approval of a majority of the Members at an Annual Meeting. Honorary Members are not eligible to vote and/or run for the Board of Directors nor are they eligible to be appointed as a committee chair.
C. Judiciary Members
Upon application, any state or federal Judge within the state of Illinois shall be a Judiciary Member, as determined by the Board of Directors in its sole discretion, in one of two (2) classifications:
i) Voting – upon payment of dues. Voting Judiciary Members shall also be eligible to run for the Board of Directors and may be appointed as a committee chair. If a Judiciary Member is delinquent in dues, the Member will become a Non-Voting Judiciary Member.
ii) Non-Voting – non-payment of dues. Non-Voting Judiciary Members shall not be eligible to run for the Board of Directors nor are they eligible to be appointed as a committee chair.
D. Any Attorney Member, Retired Member, Life Member or Judiciary Member entitled to vote as described above shall have the right to examine, in person or by agent, at any reasonable time or times, the Association’s books and records of account and minutes, and to make extracts therefrom, but only for a proper purpose. In order to exercise this right, such a Member must make written demand upon the Association, stating with particularity the records sought to be examined and the purpose for such examination, as per applicable law.
Section 5. MEMBERSHIP MEETINGS
A. Number: There shall be at least one (1) regular membership meeting held each Fiscal Year (the “Annual Meeting”). Other special membership meetings may also be held.
B. Time: The Annual Meeting shall be held in or about June of each year. Special meetings may be held at such time as the President or Board of Directors may direct, or upon the filing of a petition with the Secretary-Treasurer signed by not less than one hundred (100) Members entitled to vote requesting a special meeting for a particular purpose.
C. Place: Meetings shall be held at such place as the President may direct, but, unless approved by the Board of Directors, all Annual Meetings shall be held in DuPage County, Illinois.
D. Notice: Notice stating the time and place of meetings shall be delivered by mail or by e-mail to the Members of record entitled to vote not less than five (5) nor more than sixty (60) days before the date of the meeting, or in the case of a removal of one or more Directors not less than twenty (20) nor more than sixty (60) days before the date of the meeting.
E. Quorum: Forty (40) Members entitled to vote shall constitute a quorum for the transaction of business at any meeting.
F. Conduct of Meetings: Unless otherwise specified by the Board of Directors, the current volume of Robert's Rules of Order shall govern the conduct of all meetings.
G. Actions Without a Meeting: The Members entitled to vote may take action by mail or by e-mail which requires a meeting provided that the number of Members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than five (5) days (or in the case of a removal of one or more Directors not less than twenty (20) days) from the date the ballot is delivered concerning such action to be taken by the Members.
Section 6. BOARD OF DIRECTORS
The Board of Directors shall be the governing body of the Association and shall determine all policy matters of the Association.
i) The officers shall be a President, President Elect (also considered a Vice President for purposes of these Bylaws), Second Vice President, Third Vice President, Immediate Past President, Secretary‑Treasurer, Assistant Treasurer, General Counsel and Associate Counsel. The Third Vice President shall be elected annually by the Members entitled to vote unless there is no vacancy in that office. The President Elect shall at the conclusion of his or her term automatically succeed to the office of President. The Second and Third Vice Presidents shall at the conclusions of his or her term automatically succeed to the next highest Vice Presidential office.
ii) The Board of Directors by an affirmative two‑thirds (2/3) vote of all Directors in attendance at a regular or special meeting may approve the written request by March 1 of a Vice President to continue in his or her current office for a second year. Upon such approval by the Board of Directors, all other Vice Presidents shall automatically succeed to the next highest available Vice Presidential office or the office of President, as the case may be. A special election shall be held for the vacant Vice Presidential office as generally set forth in Section 8.
iii) In the event of a vacancy in the office of President, the President Elect ascending to the position of President shall serve the balance of the term of the vacating President and on or before December 31 or thirty (30) days after his or her ascension, whichever is later, shall advise the Board of Directors in writing of his or her decision either to serve or not to serve his or her own full one-year term. In this instance or any instance of a vacancy in the office of President Elect or Second Vice President, each Vice President shall move up to the next highest office.
iv) In the event of a vacancy in the office of the Third Vice President before January 1, that office shall be filled by a special election as generally set forth in Section 8. In the event of a vacancy in the office of the Third Vice President on and after January 1, that office shall be filled at the next general election of the Voting Members.
v) In the event of a vacancy in the office of Immediate Past President, the position shall be filled by the Board of Directors by selecting one of the four (4) most immediate Past Presidents.
There shall be sixteen (16) Directors. The President, the President Elect, the two (2) Vice Presidents and the Immediate Past President shall automatically be Directors by reason of their office terms. Each Fiscal Year, three (3) Directors will be elected for three (3) year terms by Members entitled to vote and there shall be a total of nine (9) Directors on the Board of Directors elected in this manner. Two (2) New Lawyer Directors will be elected for three (3) year terms by Members entitled to vote, and there shall be a total of two (2) Directors on the Board of Directors elected in this manner; and both shall be attorneys who have been admitted to the practice seven (7) years or less as of the commencement of the July 1st term. For purposes of the foregoing, a New Lawyer Director will be elected in 2012 and 2013, and no New Lawyer Director will be elected in 2014; with such cycle to continue every three (3) years thereafter.
C. Terms of Office
The term of President, President Elect, Vice Presidents, Immediate Past President, Secretary-Treasurer, Assistant Treasurer, General Counsel and Associate Counsel shall commence at the Annual Meeting and end when the new officers are installed at the next Annual Meeting. The term of office of a Director shall end on the date of the Annual Meeting of the last year of his or her term.
Section 7. BOARD OF DIRECTORS MEETINGS
A. Meetings: Regular Board of Directors meetings shall be held no less than once per month. Special Board of Directors meetings may be called by the President, or in the absence of the President, by the President Elect, by a Vice President or by any two (2) Directors, and not by any other person or persons.
B. Quorum: A majority of the Board of Directors, not including the President, shall constitute a quorum. The President shall not vote on matters put before the Board of Directors, unless needed to break a tie vote.
C. Meeting Conduct and Attendance: Unless otherwise specified by the Board of Directors, the current volume of Robert’s Rules of Order shall govern the conduct of all meetings. Members shall be permitted to attend the Annual Meeting, and regular and special meetings of the Board of Directors, but may be asked to remove themselves subject to provisions under Illinois law.
D. Notice: The Annual Meeting or special meetings of the Board of Directors shall be held upon at least four (4) days’ notice by first class mail or at least forty-eight (48) hours’ notice delivered: (i) personally, (ii) by telephone (including a voice messaging system or other system or technology designed to record and communicate messages) or (iii) by e-mail. The notice need not specify the purpose of any regular or special meeting.
E. Action Without Meeting: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors unanimously consent to such action via mail, fax or e-mail. Voting must remain open for not less than five (5) days from the date the ballot is delivered concerning such action to be taken by Directors. Such unanimous written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by unanimous written consent shall have the same force and effect as the unanimous vote of such Directors. The Board of Directors may also take action without the necessity of a meeting or unanimous consent by telephone or other electronic audio means provided that the number of Directors casting votes would constitute a quorum if such action had been taken at a meeting.
Section 8. ELECTION OF OFFICERS AND DIRECTORS
A. Nominating Petitions: Any active Member in good standing and otherwise eligible to run for a position on the Board of Directors may file his or her Nominating Petition for the office of Third Vice President or Director. The Nominating Petition shall be in writing in the form approved by the Executive Director and contain the signatures of twenty (20) or more Members eligible to vote for a candidate for the office of Third Vice President or Director. The Nominating Petition shall be made available to candidates on the first Monday in February. Completed petitions shall be filed in the office of the Association not earlier than March 1, nor later than 5:00 p.m. on the last business day of March preceding the commencement of the term of office.
B. Tellers: On or before April 10, the President shall appoint three (3) Members as tellers to conduct the election.
C. Ballots: Whenever a contest exists, the President shall cause ballots to be printed, and/or prepared electronically. Each ballot shall list candidates in order determined by random draw for each office. No ballots other than the official printed or electronically prepared ballots may be used and no write‑in votes will be counted.
D. Distribution of Ballots: An appropriate printed ballot and/or notification of electronic ballot shall be mailed or emailed on or before April 10 to each Member entitled to vote as of April 1. Each printed ballot shall be accompanied by a return envelope addressed to the tellers of the election, an envelope marked “For Ballot Only” and an identification certificate.
E. Counting Votes:
i) Printed Ballots: If the tellers are satisfied either from a report of the President or from their own inspection that the identification certificate is signed by a Member entitled to vote, the envelope marked “For Ballot Only” accompanying it shall be placed in a locked ballot box and kept there until the ballot boxes are opened by the tellers for the purpose of counting the votes. No ballot shall be counted unless it is received before 5:00 p.m. on the first Monday in May. Prior to the Friday following the first Monday in May, the tellers shall count the votes and file a report with the President setting forth the names of all candidates and a statement of the number of votes received by each of them.
ii) Electronic Ballots: An appropriate process for counting electronic votes shall be established by the Executive Committee.
iii) Tabulating Results: A plurality of the votes cast for any office elects that candidate. When two or more candidates receive an equal number of votes, the winner shall be determined by lot under the supervision of the tellers. The President shall announce results of the election prior to the second Monday in May.
F. Uncontested Election: If the number of candidates nominated for a particular position does not exceed the number to be elected to that position, the candidate or candidates are deemed elected.
G. Vacancies: If after nominations are closed, no candidate is nominated for a position to be filled or a vacancy occurs due to the only candidate’s death, declination or other cause, the Board of Directors shall fill the vacancy within forty-five (45) days after due notice to the general membership and upon consideration of all applicants. In the event of a contested election, if the candidate for a position to be filled dies or is unable to serve after receiving a plurality of votes, the Board of Directors shall appoint the next highest vote getter in the most recent election to that position. H. Removal: Any Officer or Director shall be removed as follows:
i) Upon the effective date of his or her surrender, suspension or revocation of his or her license to practice law; or
ii) Upon the affirmative vote of two-thirds (2/3) of the Board of Directors at a regular or special meeting of the Directors, the Board of Directors may recommend to the Members the removal of a Director, and take such other action necessary to hold a Member meeting and vote for such purpose. Such Director shall then be removed from office upon the affirmative vote of two-thirds (2/3) of the Members who have voted at such meeting, unless such Director resigns as a Director prior to such Member vote.
I. Leave of Absence: Upon written request by an Officer or Director to the Board of Directors, the Board, in its sole discretion, may approve a leave of absence for said Officer or Director.
J. Election Endorsement: In elections pursuant to these Bylaws for any Officer or Director, or any election of an elected official, no published endorsement shall be made by any Member using his or her current office or position as a descriptive adjective, including any officer serving as Immediate Past President.
Section 9. EXECUTIVE COMMITTEE
A. Executive Committee: The Executive Committee shall consist of the President, President Elect, the Second Vice President, the Third Vice President, Immediate Past President and Secretary-Treasurer. The General Counsel, Associate Counsel and Assistant Treasurer shall attend the Executive Committee and Board of Directors meetings without vote.
B. President: The President shall preside at all meetings and act as Chair of the Executive Committee and the Board of Directors. In the absence of the President, the President Elect or most senior Vice President attending shall preside.
C. Vice Presidents: Subject to the direction of the President and the Board of Directors, the Vice Presidents shall have general supervision of various committees, including the following duties:
i) President Elect shall act as Liaison to the Legal Aid Foundation;
ii) Second Vice President shall act as Chair of the Planning Committee; and
iii) Third Vice President shall act as Chair of Lawyer Referral Service and Vice Chair of the Planning Committee.
D. Secretary-Treasurer: The Secretary-Treasurer shall be appointed by the President, subject to the approval of the Board of Directors, shall serve at the direction of the President and be custodian of the corporate records of the Association. He or she shall also file the annual corporate report of the Association with the Secretary of State. The Secretary-Treasurer shall also keep a complete record of all funds received and disbursed by him or her and file all tax returns required by law. At least quarterly, he or she shall submit a written report of the financial condition to the Executive Committee and a summary thereof shall be made available to Members upon request.
E. Assistant Treasurer: The Assistant Treasurer shall be appointed by the President, subject to the approval of the Board of Directors and shall serve at the direction of the President and Secretary-Treasurer.
F. General Counsel and Associate Counsel: The Associate Counsel shall be appointed by the President Elect, subject to the approval of the Board of Directors, shall serve at the direction of the President and General Counsel and shall, at the President Elect’s option, succeed to the position of General Counsel. The General Counsel shall serve at the direction of the President. The General Counsel and Associate Counsel shall provide legal advice and represent the Association in such legal matters as shall be assigned. If the Associate Counsel declines the succession, or is chosen not to succeed, to General Counsel, the President shall appoint the General Counsel for that year.
G. Executive Committee Responsibility: The Executive Committee shall have general supervision and control of the affairs of the Association and is charged with the responsibility of carrying out the policies of the Board of Directors.
Section 10. EXECUTIVE DIRECTOR
An Executive Director shall be appointed by the Board of Directors and shall be named registered agent of the Association’s corporation. The Executive Director shall keep a record of the proceedings of the Board of Directors, Executive Committee and membership meetings, and shall be responsible for the general day-to-day operations of the Association.
Section 11. COMMITTEES
A. Establishment and Authority
Except as otherwise provided in these Bylaws, each committee of the Association shall consist solely of Members and:
i) Be established by the terms of these Bylaws or as the Board of Directors deems appropriate by Board of Directors’ resolution;
ii) Be constituted and serve at the pleasure of the Board of Directors, and its business shall be conducted for the benefit of the Board of Directors and the Association;
iii) Be subject to the complete control and authority of the Board of Directors;
iv) Be delegated by the Board of Directors some or all of the Board of Directors’ powers and authority by resolution or through its policies; and
v) Have the authority to make rules for the conduct of its business.
B. Judiciary Committee
i) Purpose: The Judiciary Committee shall be established and have sole control and authority for the purpose of investigating and reporting upon the qualification of prospective judges and judicial officials and the retention of judges and judicial officials.
ii) Procedures: The Judiciary Committee shall be solely responsible for establishing and implementing procedures, policies and rules of order with respect to carrying out its purpose as stated in i) above and the conduct of its business.
(a) Appointments, including those with respect to vacancies, shall be made by the President with the advice and consent of the Board of Directors.
(b) Such appointments shall consist of nineteen (19) Members in good standing and subject to the following:
(1) Four (4) who have been Members for at least five (5) years but less than ten (10) years;
(2) Four (4) who have been Members for at least ten (10) years;
(3) Four (4) who have been Members for at least fifteen (15) years;
(4) Four (4) Members at-large;
(5) Three (3) most recent past Presidents of the Association able and willing to serve;
(6) If practical, no more than one employee of any law firm or government agency at the same time; and
(7) The most recent able and willing to serve past President shall serve as Chair and the Judiciary Committee shall elect one of its members as Vice Chair upon its affirmative majority vote at its first meeting of the year; and each shall serve through the next following June 30.
(c) Terms and Removal
(1) Terms of the Judiciary Committee members shall commence on July 1 and shall be for three (3) years.
(2) Such terms shall be staggered so that the terms of not more than:
(I) Six (6) Members from Sections 11(B)(iii)(b)(1)-(4);
(II) Two (2) Members from Section 11(B)(iii)(b)(5); and
(III) One (1) Past President;
expire each year.
(3) The Judiciary Committee may remove a Judiciary Committee member for such member’s remaining term, for good cause and upon its affirmative vote of thirteen (13) Judiciary Committee members.
(1) Judiciary Committee members shall disqualify themselves from considering any candidate for a judicial position that is being considered or the entire group of candidates if they believe they cannot objectively and fairly fulfill their responsibilities.
(2) In addition, a Judiciary Committee member shall disclose to the Judiciary Committee any other significant relationship with any candidate; and the Judiciary Committee shall then determine by majority vote if such member will be allowed to participate or will be disqualified from evaluating any candidate or the entire group of candidates.
C. Editorial Board
i) Purpose: The Editorial Board shall be considered a committee of the Association for purposes of these Bylaws and shall have sole control and authority over the content and publication of the DCBA Brief magazine. Its purpose includes, but is not limited to: (1) promoting legal education; and (2) informing and serving Members and the legal community by publishing scholarly articles, opinions, editorials and general information of interest.
ii) Procedures: The Editorial Board shall be solely responsible for establishing and implementing procedures, policies and rules of order with respect to carrying out its purpose as stated in i) above and the conduct of its business.
(a) Appointments, including those with respect to vacancies for the remainder of the term, shall be made by the President with the advice and consent of the Board of Directors.
(b) Such appointments shall consist of twenty-four (24) Members in good standing.
(c) The President shall also be a member of the Editorial Board.
(d) The Editor and Associate Editor of the Editorial Board shall be appointed from the members of the Editorial Board by the President and President Elect, respectively, with the advice and consent of the Board of Directors.
(e) Terms and Removal
(1) Terms of the Editorial Board members shall commence each July 1 and shall be for three (3) years. Ultimately, there shall be a staggered Board with eight (8) new members commencing each July 1.
(2) Terms of the Editor and Associate Editor shall commence on July 1 and shall be for one (1) year.
(3) The Editorial Board may remove an Editorial Board member for good cause and upon its affirmative two-thirds (2/3) vote of all Editorial Board members.
Section 12. FISCAL YEAR
The Fiscal Year of the Association shall commence July 1 and end June 30.
Section 13. DUES
The Board shall establish dues for various types and classifications of Members. All dues shall be payable on July 1 of each year. The Board of Directors, by a two‑thirds (2/3) vote, shall have the right to levy a surcharge in the appropriate circumstance.
Section 14. CHECK AUTHORITY
The President, President Elect, Secretary‑Treasurer and the Executive Director each shall be authorized to sign checks.
Section 15. AMENDMENTS
These Bylaws may be amended or repealed at any Annual Meeting or special meeting, after Members have received at least fifteen (15) days’ notice of suggested amendments, repeal or changes.
Section 16. CONSTRUCTION
The Board of Directors shall decide all questions concerning the construction or interpretation of the Bylaws.
Section 17. EFFECT
These Bylaws shall take effect on the date of their adoption by the Association, April 5, 2012 and shall supersede all preceding Bylaws of the Association.