By-Laws

NOTICE: A proposed amendment to Article XXVII (27) of WBASNY’s By-Laws was adopted by a vote of WBASNY’s Board of Directors at its Board Meeting on January 28, 2017. The substance of the amendment is to add a procedure to notify WBASNY in the event of a claim, proceeding or threat of suit. Click here to download a pdf showing the proposed amendment (revised language redlined). Each Chapter of WBASNY will present the proposed amendment to its members for a ratification vote at its general membership meeting in April 2017. If two-thirds or more of the voting Chapters ratify the amendment (by a simple majority of those voting), the amendment will automatically become effective as of June 1, 2017.

Any questions concerning WBASNY’s By-Laws or this amendment should be directed to the WBASNY By-Laws Committee (bylaws@wbasny.org)

The current By-Laws are reprinted below. If you have any questions or need additional information about the By-Laws send an email to info@wbasny.org.

Women’s Bar Association of the State of New York

By-Laws
(amended as of June 1, 2012)
ARTICLE

1.    Name and Purpose
2.    Officers
3.    The President
4.    The President-Elect and The Vice Presidents
5.    The Secretaries
6.    The Treasurer
7.    The Board of Directors
8.    Executive Committee
9.    Chapters
10.  Members-at-Large
11.  Membership
12.  Meetings
13.  Elections
14.  Standing Committees
15.  Committee on Nominations
16.  Committee on By-Laws
17.  Committee on Judiciary
18.  Committee on Legislation
19.  Committee on Press and Public Relations
20.  Committee on Professional Ethics and Discipline
21.  Committee on Chapters and Membership
22.  Committee on Fundraising
23.  Committee on Long Range Planning
24.  Amendment to By-Laws
25.  Interpretation of By-Laws
26.  Fiscal Year
27.  Indemnification

ARTICLE I
NAME AND PURPOSE

SECTION 1

The name of this Association shall be The Women’s Bar Association of the State of New York. Affiliated bodies of the Association shall be known as Chapters and shall be chartered by the Association.

SECTION 2

The purpose of the Association shall be:  (a) to establish and direct policies and issue policy statements on issues of statewide, national or international significance, especially those relating to women lawyers and women generally, including but not limited to state or national legislation, international compacts, state-wide judicial office, state or national judicial policy; (b) to cooperate with, aid and support organizations and causes which advance the status and progress of women in society; (c) to encourage education of lawyers; (d) to promote improvement in the administration of justice; (e) for the purposes set forth in subdivisions (a), (b), (c) and (d) above, to solicit, receive and duly consider the ideas and opinions of its Chapters relating to such issues and actions; (f) to coordinate the implementation by the Chapters of its policy determinations; (g) to act as the sole and unified voice of all its members on all issues which are not primarily of local significance; (h) to inform its members and disseminate information to them through a regular publication and such other means as may be appropriate; (i) to arrange and conduct activities of its Chapters; (k) to prescribe its own structure and the manner of choosing state-wide Officers and Directors; (l) to encourage the formation of new Chapters throughout the State and the affiliation as Chapters of existing women’s bar associations within the State.

SECTION 3

All powers not expressly granted to the Association by these By-Laws are reserved to the Chapters.  The power to speak on statewide, national and international issues is expressly granted to the Association and, if not exercised by the Association, may not be exercised by the Chapters without approval of the Board of Directors of the Association.  A two-thirds vote of the Board of Directors shall be required in order for the Association to take a position on any such issue if any Chapter has, within the prior three months, taken a position contrary to that proposed for adoption by the Association; provided, however that when any such issue is before the Association Board of Directors in the absence of such Chapter vote, any Director elected by a Chapter may demand that if the Association’s vote on the proposal is less than two-thirds, implementation of the position of the Association shall be stayed for up to 10 days thereafter, and upon a two-thirds vote of the Board of Directors of such Chapter in opposition to the Association’s position during such stay, the Association may only adhere to its original position upon a new vote of at least two-thirds of its Board of Directors.  If the Chapter fails to so vote during such 10-day stay, the original proposal of the Association Board of Directors shall be deemed duly adopted.

SECTION 4

Upon request all members of the Association shall have access to the books, records and membership list of the Association at any reasonable time and place for purposes of inspection.  However, no reproduction or distribution of any such documents may be made except in the ordinary course of Association business without the prior approval of the Board of Directors.
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ARTICLE II
OFFICERS

SECTION 1

The Officers of the Association shall be President, President-Elect, three (3) Vice Presidents, Recording Secretary, Corresponding Secretary and Treasurer. The Officers of the Association shall be elected annually as provided in these By-Laws and shall take office on June 1.  No more than one (1) of the three (3) Vice Presidents may be members of the same Chapter.  No person may serve in more than one office at the same time.

SECTION 2

The Officers shall perform such duties as may be assigne to them from time to time by, the President, the Board of Directors, in addition to those set forth in these By-Laws.

SECTION 3

If, by reason of death, resignation or otherwise, a vacancy occurs in an officer position before the expiration of said officer’s term, this Section and Article XV, Section 12 shall govern the process for recommending and electing successor officer(s).

a) If the vacancy is in the office of President, the President-Elect shall automatically succeed to the presidency and serve the balance of the President’s unexpired term. (i)  Once the President-Elect assumes the position of President, the President-Elect position will be vacant, and said vacancy shall be filled under the procedures set forth in this Article II, Section 3(b) and in Article XV, Section 12. (ii)  If the President-Elect is unable or unwilling to serve as President, the President vacancy shall be filled under the procedures set forth in this Article II, Section 3(b) and in Article XV, Section 12.

(b) If the vacancy is (i) in the office of President where the President-Elect cannot serve as President, (ii) in the office of President-Elect because that individual has assumed the role of President, or (iii) in any other officer position(s), the open position shall be filled pursuant to this Section and Article XV, Section 12. (i)  As soon as feasible and not more than five (5) business days after learning of an officer vacancy, the President (or President-Elect in the absence of the President) shall notify the Chair(s) of the Nominations Committee of the officer vacancy(ies).  If the Chair(s) of the Nominations Committee have not yet been appointed when officer vacancy(ies) occur, notice shall be made to the prior year’s Chairs, who shall have authority to oversee the Committee’s deliberations pursuant to Article XV, Section 12. (ii)  The Nominations Committee shall meet to consider possible candidate(s) to fill the vacancy (ies) within twenty (20) calendar days after its Chair(s) receive notice of the vacancy (ies).  Such meeting(s) may be in person or held by conference call. (A) As part of its deliberations, the Nominations Committee may consider not only the specific vacancy that is currently open, but also whether it would be in the best interests of the Association for one or more of the current officers (other than an incumbent President) to shift to another officer position, in which case the Committee shall include such recommendation(s) in its report (the “Nominations Report”).  (B) The Nominations Committee may consider candidates for officer vacancy(ies) without regard to the bar that otherwise applies to officers serving in the same position for more than two (2) years (Vice Presidents – Article IV, Section 6; Recording Secretary – Article V, Part A, Section 3; Corresponding Secretary, Article V, Part B, Section 2; Treasurer – Article VI, Section 5), which bar shall not apply to officer(s) elected to fill vacancy(ies) either (i) when they fill such vacany(cies) or (ii) in the year following the assumption of an officer position due to a vacancy. (iii) Within thirty-five (35) calendar days after receiving notice of officer vacancy(ies), the Nominations Committee shall provide its Nominations Report to the Recording Secretary (or to the President in the absence of a Recording Secretary) with the name(s) of the candidate(s) that it recommends to fill officer vacancy(ies). (iv) As soon as feasible and not more than five (5) business days after receiving the Nominations Report, the Recording Secretary (or President in the absence of the Recording Secretary) shall send to the Officers and Chapter Presidents (a) a copy of the Nominations Report and (b) a notice of the meeting date when the Nominations Report will be considered and the election of successor officer(s) will be held.  (A) The Board of Directors (or Executive Committee) shall meet to consider the Nominations Report and elect successor officer(s) to fill the vacancy(ies) within twenty-one (21) calendar days of the date when the Nominations Report is sent to the Officers and Chapter Presidents.  (B) Such meeting and election shall be held (i) as the first order of business at the next scheduled meeting of the Board of Directors, or (ii) at a Special Meeting of the Executive Committee (in person or by conference call) if the next scheduled meeting of the Board of Directors is more than twenty-one (21) calendar days away.

SECTION 4

(a) If an officer dies, resigns or otherwise vacates her office, the succession shall be handled under Article II, Section 3(b) and Article XV, Section 12.

(b) In the event that the Board of Directors, in its sole discretion, determines that an incumbent officer is unable to perform the duties of her office, has failed to perform duties imposed by these By-Laws, or has violated the By-Laws or any other legal mandate or ethical requirement, the Board of Directors may remove the individual from office pursuant to the procedures set forth in this Article II, Sections 4(b) and 4(c). (i) An officer may be removed from office only upon a two-thirds (2/3) vote of the Board of Directors.  (ii) Within two (2) business days of such a vote, the Recording Secretary (or President in the absence of the Recording Secretary) shall have personal notice of the Board’s action served upon the affected officer. (iii) If the affected officer wishes to contest her removal, she may request a hearing by the Committee on Professional Ethics by serving a demand on the Recording Secretary (or President in the absence of the Recording Secretary) within three (3) business days of the receipt of notice of the Board’s action.   (A) If such a demand is received, the Committee on Professional Ethics shall (i) give notice to the Chapter Presidents within two (2) business days so that the Chapters can confirm (or appoint) their representative to this Committee, and (ii) hold a non-public hearing in executive session on the officer’s removal and render a written decision within ten (10) business days of receipt of the officer’s demand, which decision shall be limited to a statement that the Board’s removal of the officer is or is not sustained. (B) If the Committee on Professional Ethics sustains the Board’s action, or if the officer makes no demand, the Board shall immediately implement its decision.  If the Committee fails to sustain the Board’s action, the officer shall continue in office. (c) Where a vacancy occurs due to the removal of an officer:  (i) If the vacancy is in the office of the President, the President-Elect shall succeed to the presidency and serve the balance of the President’s unexpired term. (ii) If the vacancy is (i) in the office of President and the President-Elect cannot serve as President, (ii) in the office of President-Elect because that individual has assumed the role of President, or (iii) in any other officer position(s), the open position(s) shall be filled pursuant to Article II, Section 3(b) and Article XV, Section 12.
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ARTICLE III
THE PRESIDENT

SECTION 1

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 President shall appoint all committees and the Chairs thereof except with respect to the Committee on Nominations, which shall be constituted pursuant to Article XV of these By-Laws, and the Committee on Professional Ethics and Discipline, which shall be appointed by the Board of Directors.  The President shall be an ex-officio member of all committees, except the Committee on Nominations, and as such may participate without vote in the proceedings thereof except she may vote to break a tie.

SECTION 2

The President shall present annually to the members a report of the activities of the Association during the year.  She may direct the reproduction and distribution of any committee reports in advance of any meeting and the reading of any such reports at any meeting.

SECTION 3

The President may delegate any duty imposed on or power granted to the President by these By-Laws, except the appointment of committees and their chairs, the calling of special meetings of the Association, and the assignment of duties to other Officers of the Association.

SECTION 4

The Term of the President shall be one (1) year.
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ARTICLE IV
THE PRESIDENT AND THE VICE PRESIDENTS

SECTION 1 

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

SECTION 2

The term of the President-Elect shall be one (1) year.

SECTION 3

The President-Elect shall perform such duties as may be designated or assigned to her by the President or the Board of Directors.

SECTION 4

The President-Elect shall preside at meetings of the Association and of the Board of Directors in the absence of the President.  If the President-Elect is unable to preside, the President shall designate one of the Vice Presidents to preside.

SECTION 5

The Vice Presidents shall perform such duties as may be designated or assigned to them by the President or by the Board of Directors.

SECTION 6

The term of each Vice President shall be one (1) year.  No person may serve as a Vice President for more than two (2) consecutive terms.
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ARTICLE V
THE SECRETARIES

A.  RECORDING SECRETARY

SECTION 1

The Recording Secretary of the Association shall also be Secretary of the Board of Directors.  She shall give written notice of meetings of the Association and of the Board of Directors in accordance with the provisions of these By-Laws.  She shall also give notice to the Chapters and the Association membership of the actions of the Board of Directors, Executive Committee, and/or Nominations Committee as mandated by Article II, Section 3(b)(iii); Article II, Section 4; Article XV, Sections 5 and 10; Article XXIV, Section 1; and as otherwise provided in the By-Laws.

SECTION 2

The Recording Secretary shall keep the records of the Association, be the custodian of its seal, keep the minutes of the meetings, and perform such other duties as may be assigned by the President or by the Board of Directors.

SECTION 3

The term of the Recording Secretary shall be one (1) year.  No person may serve as Recording Secretary for more than two (2) consecutive terms.

B.  CORRESPONDING SECRETARY

SECTION 1

The Corresponding Secretary of the Association shall be responsible for internal communications of the Association as directed by the President, except as otherwise provided in Article III, Section 3; Article V(A); Article VII Sections 5(b) and 11(b); Article XIII, Section 6; Article XV, Section (10); Article XXIV, Section 1; and for the external communications of the Association.  “Communications” shall include all forms of communications, including but not limited to correspondence, electronic communications, press releases, web site content and others as directed by the President.

SECTION 2

The term of the Corresponding Secretary shall be one (1) year.  No person may serve as Corresponding Secretary for more than (2) terms.
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ARTICLE VI
THE TREASURER

SECTION 1

The Treasurer shall have general charge of the funds of the Association, subject to the control of the Board of Directors.  By March of each year she shall give written certification to the President of each Chapter of the number of Association Directors such Chapter will be entitled to elect that year.

SECTION 2

The Treasurer shall collect the per capita remittance due from each Chapter and shall collect the dues of the at-large members.  She shall keep the 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 an annual report to the Association membership.

SECTION 3

The Treasurer shall pay all bills duly incurred by or on behalf of the Association.

SECTION 4

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 elect.

SECTION 5

The term of the Treasurer shall be one (1) year.  No person may serve as Treasurer for more than two (2) consecutive terms.
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ARTICLE VII
THE BOARD OF DIRECTORS

SECTION 1

(a) The Board of Directors shall consist of the Officers of the Association, the Chapter Presidents, the immediate past President of the Association, and members elected pursuant to Article XIII of these By-Laws and in accordance with the formula set forth in Section 2 of this Article.  The term of Directors shall commence on June 1.

(b) The past Presidents of the Association shall constitute an Advisory Committee to the Board of Directors.  The Advisory Committee shall receive notices of Board meetings and may participate without vote in such meetings.

SECTION 2

In addition to its President, each Chapter shall be entitled to be represented on the Board of Directors by one (1) Director if it has up to fifty (50) certified members and one additional Association Director for each fifty (50) certified members after the first fifty (50) certified members up to and including five hundred (500) certified members, and one additional Director for each one hundred (100) additional certified members thereafter.  The certified members to be included for the purposes of this formula shall be those in good standing as of January 31 of each year as reported by each Chapter of the Association pursuant to Article IX, Section 7(c) of these By-Laws with timely remittance of per capita charges.

SECTION 3

If a Chapter President ceases to serve as such for any reason prior to the expiration of her term, her successor in office shall fill her unexpired term as a Director of the Association.

SECTION 4

If, by reason of resignation or otherwise, a vacancy occurs during the term of a Director elected pursuant to Section 2 of this Article, such vacancy shall be filled for the unexpired term by a successor Director to be elected by the Board of Directors of the Chapter from which such Director was elected at its next regular meeting by a majority of the members present.

SECTION 5

(a) The Board of Directors shall meet at least five (5) times a year upon at least ten (10) days’ written notice at various locations throughout the State.  A majority of the entire Board shall constitute a quorum.  A special meeting of the Board of Directors may be called at any time by the President acting alone on three (3) days’ notice, by the President at the written request of ten percent (10%) of the members of the Board of Directors, or as provided in Article VIII, Section 3 of these By-Laws, by the President at the request of the Executive Committee.

(b) When, in the judgment of the President or 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 New York Not-For-Profit Corporation Law. Notice shall be given as provided in Section 5(a) of this Article.  The affirmative vote of a majority of the Board of Directors deemed present under the New York Not-For-Profit Corporation Law, 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 will make a written record of the action taken and the vote thereon, which shall include the names of the Directors present in person or deemed present under the New York Not-For-Profit Corporation Law and shall be entered in the minutes of the Board of Directors.

(c) Reasonable travel expenses for attendance at Board of Directors meetings shall be reimbursed to out-of-town Directors, within available budget appropriations.

SECTION 6

The Board of Directors shall have the general management of the affairs of the Association and 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 shall have power to make such rules and regulations and take such action not inconsistent with the Certificate of Incorporation of the Association and these By-Laws as it may deem advisable.  The Board of Directors shall have the power to adopt a seal of the Association.

SECTION 7

No later than March 1 of each year, the Board of Directors shall establish the per capita charge to be paid for the succeeding fiscal year by the Chapters for each class of members created pursuant to Article IX, Section 6(a) and for new members for whom a Chapter collects less than full annual dues pursuant to Article IX, Section 2, and the dues to be paid by the members-at-large.  The dues to be paid by the members-at-large shall not be less than the per capita charge for Chapter members of like class. Any increase in per capita charge of more than ten percent (10%) shall require a two-thirds (2/3) vote of the Board.

SECTION 8

The Board of Directors may from time to time adopt measures for coordinating the Chapters and shall assist in resolving controversies between or among the several Chapters.

SECTION 9

The Board of Directors shall have control of the custody, investment, expenditures, and disposal of all property of the Association, other than the disposal of real estate, which is subject to the direction of the membership.

SECTION 10

The Board of Directors may from time to time appoint or employ one or more persons who need not be members of the Association to perform such duties as may be assigned by the Board of Directors or the President.

SECTION 11

(a) In the event of the absence of a member of the Board of Directors elected pursuant to Section 2 of this Article from two (2) successive regular meetings of the Board of Directors without reasonable excuse, the Board of Directors may in its discretion remove such member and declare a vacancy, and in such event such vacancy shall be filled pursuant to Section 4 of this Article.

(b) In the event of the absence of a Chapter President from two successive regular meetings of the Board of Directors without a reasonable excuse, the Recording Secretary of the Association shall notify the Board of Directors of the Chapter of such absent Director, which shall take such appropriate action as its By-Laws permit.

(c) In the event of the absence of an Officer of the Association from two successive regular meetings of the Board of Directors without reasonable excuse, the Board of Directors may, after notice to such Officer, declare the office vacant and elect a member of the Board of Directors to fill said vacancy until the next general election.

SECTION 12

If a Director elected from a Chapter is unable to attend a meeting of the Board of Directors, the President of her Chapter may designate an alternate to attend in her place. Such alternate shall have the same powers and duties at such meeting as the Director she replaces. The provisions of Section 11 of this Article VII shall not be affected by this section.

SECTION 13

The Board of Directors shall appoint the Committee on Professional Ethics and Discipline and the Chair thereof.

SECTION 14

The Board has the power to adopt appropriate policies and procedures to enforce these By-Laws.
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ARTICLE VIII
EXECUTIVE COMMITTEE

SECTION 1

There shall be an Executive Committee of the Board of Directors which shall consist of the Officers of the Association, the Chapter Presidents and the immediate Past President of the Association.

SECTION 2

The Executive Committee may act on behalf of the Board of Directors between meetings thereof with respect to the routine business and affairs of the Association with the same effect as if the Board of Directors had acted.  Changes in the general policy of the Association shall not be considered “routine”.

SECTION 3

If the Executive Committee determines that a decision needs to be made or an action taken by the Association prior to the next meeting of the Board of Directors with respect to matters other than the routine affairs and business of the Association, it shall request that the President call a special meeting of the Board of Directors, or, if such a meeting shall not be reasonably practicable, it may request that the President initiate a meeting by a method provided for in Article VII, Section 5(b) of these By-Laws.
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ARTICLE IX
CHAPTERS

SECTION 1

(a) A Chapter of the Association is hereby defined as an affiliated body of the Association organized in any county or other municipality of the state or, if the Board of Directors shall so determine, a group of contiguous counties or municipalities in the State of New York.  If the geographical jurisdiction of a Chapter is a single county or other municipality, the consent of that Chapter shall be required to authorize an additional Chapter in the same county or other municipality.  Within the limits of its geographic jurisdiction each Chapter shall be autonomous except as specifically provided in these By-Laws.  A Chapter may designate itself by a name of its own choosing subject to approval of the Board of Directors, provided that in all written material it shall identify itself as an “Affiliate” or “Chapter” of this Association, and provided further that the Board of Directors shall be deemed to have approved the names of the founding Chapters of the Association.

(b) A new Chapter shall have a minimum of 25 members of whom not fewer than 15 shall meet the requirements for full membership as defined in Article XI, Section 1 herein.

(c) If there is an insufficient number of at-large members to form a Chapter in any geographic area, the Board of Directors, upon recommendation of the Committee on Chapters, may authorize participation without vote in meetings of the Board by one or more regular observers from among such members.

SECTION 2

(a) The approval of the affiliation of a new Chapter shall require a two-thirds (2/3) vote of the members of the Board of Directors present and voting.

(b) The application shall contain provisions for the selection of representatives on the Association Board of Directors during the interim period until the next regular April Elections as provided in Section XIII herein.

SECTION 3

Each Chapter shall adopt By-Laws not inconsistent with these By-Laws.  Such Chapter By-Laws may provide a dues structure permitting new members joining the Association during the second half of the fiscal year to pay a lesser amount than the prescribed annual dues, but in no event less than one-half (1/2) of such annual dues. Such Chapter By-Laws shall provide a procedure for amendment thereof.

SECTION 4

(a) Each Chapter shall have at least the following Officers who shall be elected at the meeting of the Chapter at which votes are cast for Officers of the Association: President, Vice President, Secretary, Treasurer.

(b) In addition, at such meeting, each Chapter may elect a Board of Directors of such number as it may determine. The Chapter President shall not hold any office in the Association except that each President in office on July 1 shall be a member ex officio of the Board of Directors of the Association through the following June 30.  The terms of office of Chapter Officers and Directors shall commence no later than the July 1 following their election.

SECTION 5

A Chapter may form such committees as it may deem necessary or advisable from time to time.

SECTION 6

Any person eligible for membership in the Association shall be eligible for full membership in any one Chapter of the Association. A member may join one or more additional Chapters upon paying appropriate fees therefore, as determined by such Chapter or Chapters. Nothing in these By-Laws shall be construed to limit in any way the participation of such member in the work of each Chapter to which she belongs. Nothing in these By-Laws should be construed to restrict the Chapters from setting such limits on such members as they deem appropriate.

SECTION 7

(a) Each Chapter may create such classes of membership as it may determine based upon admission to the Bar, the date thereof, whether such admission is to the Bar of the State of New York, and voluntary payment of additional dues assessments.  The Chapter shall establish a schedule of annual dues to be paid by each class of its membership provided that the amount of dues so set shall be no less than the per capita charge established by the Association for the fiscal year.

(b) Every four (4) months of the fiscal year, each Chapter of the Association shall submit a membership report which will state the names and addresses of all new and renewal members since the last report, and the class of any new members.  Such report shall be accompanied by the amount of per capita charge due and payable.

(c) In addition, the report of January 31 shall set forth and certify the names and addresses of each member admitted to the Bar and each member not so admitted who holds an LLB or JD degree, whose dues have been received during that fiscal year.  At the close of the fiscal year, the Treasurer of each Chapter shall submit a statement of assets and liabilities, income and expenditure, reasonably itemized, for such fiscal year.

(d) A person holding membership in more than one Chapter shall designate in which Chapter she maintains her primary membership.  Only the primary Chapter shall be required to submit the per capita charge for such member.

(e) No person shall be a certified member of more than one Chapter.

SECTION 8

Each Chapter shall hold at least six (6) meetings a year including its annual meeting.

SECTION 9

In addition to its annual financial report each Chapter shall provide to the Association a summary statement of its activities during the preceding fiscal year.

SECTION 10

Chapters may enter into cooperative arrangements among themselves providing, inter alia, for joint mailings, joint meetings and joint cooperative activities.

SECTION 11

A member of a Chapter shall be a member of the Association.

SECTION 12

The Chapters may take public positions on local issues but may not take public positions on those issues which are of significant concern for the state or nation without approval of the Board of Directors of the Association.

SECTION 13

Wherever the jurisdiction with respect to which a judicial candidate seeks office includes the geographical jurisdiction of more than one (1) Chapter, the Chapters within the judicial jurisdiction shall form a joint judiciary committee to review only that candidate and other candidates for the same judicial jurisdiction.  The voting strengths of the Chapters comprising the committee shall be proportionate to their respective voting memberships.  A chapter which refuses to join such a committee shall be silent with respect to any such candidate.  If there is a controversy between the Chapters concerned with respect to the formation or operation of any joint judiciary committee, such controversy shall be resolved by the Association.

SECTION 14

The Association reserves to itself the power to take appropriate action(s), by a two-thirds (2/3) vote of its Board of Directors, should a Chapter act contrary to or substantially inconsistent with the purposes and goals of the Association.
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ARTICLE X
MEMBERS-AT-LARGE

SECTION 1

Any person meeting the requirements for membership in the Association who does not reside or work within the geographical jurisdiction of any Chapter of the Association may be a member-at-large of the Association upon payment of the dues established pursuant to Article VII, Section 7 of these By-Laws. In the event such person elects to join a Chapter pursuant to Article IX, Section 6 of these By-Laws and pays the dues established by such Chapter, such person shall be not a member-at-large, but shall be a member of such Chapter.

SECTION 2

Members-at-large shall be entitled to vote for Officers of the Association by mail ballot provided by the Association at a reasonable time before April 30.

SECTION 3

Members-at-large shall not be entitled to vote for Directors of the Association.
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ARTICLE XI
MEMBERSHIP

SECTION 1

Any person admitted to practice before the Bar of the State of New York in good standing may be a member of the Association and may, if a member in good standing, vote in all elections of the Association and of the Chapter to which she belongs.

SECTION 2

Any person admitted to the Bar of any other state, any law student and any law graduate awaiting admission may be a member.  Such members shall not be entitled to vote for Association Officers or Directors, or with respect to Association By-Laws.  Only student members shall not be counted as voting members for the purposes of Article VII, Section 2 and Article XV, Section 2 of these By-Laws.  Members not admitted to the New York bar, including students, may vote in Chapter elections if and to the extent the By-Laws of the Chapter so provide.

SECTION 3

Applications for membership shall require an affirmation by the applicant that she is a member in good standing of the Bar to which the applicant has been admitted, except in the case of a pre-admission member, who shall affirm that she is engaged in the study of law, or is awaiting admission to the Bar.  All eligible applicants shall be entitled to membership upon paying the appropriate dues for the then current fiscal year.  All applications for membership shall be reviewed by a membership committee for determination that the applicant meets the eligibility requirements.
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ARTICLE XII
MEETINGS

SECTION 1

There shall be an annual membership meeting of the Association at which the President of the Association shall report on the activities of the Association for the preceding fiscal year and any plans which had been formed for the current fiscal year, and the President of each Chapter shall report to the entire membership with respect to the activities of her Chapter for the preceding fiscal year and plans for the current fiscal year.  At this meeting suggestions, comments, and discussions of the activities of the Association, its structure and its By-Laws may be initiated by the members present at the meeting, and resolutions may be adopted to guide the activities of the Association for the coming year; provided, however, that any By-Laws changes can be made, after appropriate consideration, only pursuant to Article XXII of these By-Laws.

SECTION 2

Said annual meeting of the Association shall be held at a time and place determined by the Board of Directors.  Whenever practical, it shall be a combined meeting, convention and issues conference at which suggestions, ideas and information can be exchanged by the members and any other invited attendees with respect to the Association, their activities as lawyers and on behalf of women.  The geographical locations of the Chapters shall be a consideration in selecting, each year, the place at which such annual meeting shall be held.  Notice and quorum requirements shall not be inconsistent with statues governing not-for-profit corporations in the State of New York.
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ARTICLE XIII
ELECTIONS

SECTION 1

Officers of the Association shall be elected annually, pursuant to these By-Laws, by popular statewide vote of members eligible to vote pursuant to Section 3 of this Article, casting their votes in person, or by mail ballot obtained on written request from the Chapters’ Secretaries, at Chapter meetings to be held no later than April 30, provided, however, that members-at-large shall cast their votes by mail, pursuant to Article X, Section 2 of these By-Laws.

SECTION 2

Directors of the Association to which each Chapter is entitled pursuant to Section 2 of Article VII shall be elected annually by each Chapter at the same meeting at which votes are cast for Association Officers. Said Directors shall be elected by vote of the members eligible to vote pursuant to Section 3 of this Article, casting their votes in person, or by mail ballot obtained on written request from the Chapter’s Secretary.

SECTION 3

Except as otherwise provided by Article XI of these By-Laws, every member of the Association in good standing shall be entitled to vote at any election for Officers of the Association, provided that dues for the current fiscal year have been received by her Chapter, or in the case of a member-at-large, by the Association, from such member no later than March 15.

SECTION 4

At any meeting at which an election of Officers of the Association is to be held, the Secretary of the Chapter shall present a list of all members entitled to vote, and the votes shall be cast in person, or by mail ballot as provided in Section 1 of this Article.

SECTION 5

The ballot shall be in such form that all candidates proposed by the Committee on Nominations or pursuant to Article XV, Section 10 of these By-Laws shall be listed in separate columns under the designation of the office for which they are nominated.

SECTION 6

At any meeting at which an election for Officers of the Association is to be held for which contested nominations have been made, the presiding Officer shall appoint two (2) tellers, who, together with the Secretary, shall conduct the balloting and canvass of the votes including the mail ballots.  Immediately after canvass of the votes, the tellers shall deliver the result to the presiding Officer for announcement, and a written report thereof certified by the President or Secretary of the Chapter shall promptly be transmitted to the Recording Secretary of the Association.

SECTION 7

To be eligible for election as an Officer of the Association, the candidate must be a member in good standing of the Association.  In order to be eligible to be a Director of the Association, a candidate must be a member in good standing of her Chapter.
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ARTICLE XIV
STANDING COMMITTEES

SECTION 1

The standing Committees of the Association shall be:

1.   Committee on Nominations
2.   Committee on By-Laws
3.   Committee on Fundraising
4.   Committee on Judiciary
5.   Committee on Legislation
6.   Committee on Press and Public Relations
7.   Committee on Professional Ethics and Discipline
8.   Committee on Chapters and Membership
9.   Committee on Equal Opportunity in the Profession
10. Committee on Long-Range Planning

SECTION 2

The Committee on Nominations shall be governed solely by Article XV of these By-Laws.

SECTION 3

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.

SECTION 4

The attendance of the President as an ex officio member of a Committee shall be optional and voluntary on her part.

SECTION 5

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 6

The Chair of each standing and special Committee upon the direction of the Board of Directors or the President shall report to 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 for expenditures or otherwise, except as provided in any of Articles XV through XXIII. Each of the standing and special Committees shall present its annual report in writing to the President and to each Chapter President.  No Committee may make any statement on behalf of the Association on any issue without prior approval of the Board of Directors.

SECTION 7

No Committee shall contract for or make expenditures in excess of such appropriation as the Board of Directors shall authorize.

SECTION 8

The Chair of any Committee who shall resign, be removed from office or fail to act for any reason, or who shall not be reappointed at the end of her term, shall immediately turn over to the President all files and pertinent matter relating to the work done during her tenure.
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ARTICLE XV
COMMITTEE ON NOMINATIONS

SECTION 1

(a) The Committee on Nominations shall consist of one delegate and one alternate from each Chapter. The delegate and alternate shall be appointed by the Chapter President with the prior approval of the Chapter’s Board of Directors no later than August 30.

(b) Each Chapter delegate and alternate may attend all Committee meetings.

SECTION 2

The number of votes to which each Chapter is entitled shall be based upon the number of certified members as shown in the Chapter’s reports of membership for the period ending January 31 of that fiscal year pursuant to Article I Section 7 (c) of these By-Laws with timely remittance of per capita charges. Each Chapter shall be entitled to one (1) vote plus one (1) additional vote for up to fifty (50) certified members, plus one (1) additional vote for the next fifty (50) certified members of the Chapter, plus one (1) vote for each one hundred (100) certified members of the Chapter after the first one hundred (100) certified members.

SECTION 3

The Committee shall hold its first meeting no later than September 30 of each year.

SECTION 4

The Committee shall solicit and receive suggestions and recommendations for the offices to be filled.

SECTION 5

The Committee on Nominations shall make nominations for the offices to be filled at the forthcoming annual election of the Association and shall give written notice of such nomination to the President of the Association by March 10. No later than five (5) business days after the Committee on Nominations has tendered its report to the President, the Recording Secretary shall give written notice to the Chapter Presidents and all members of the Association of the slate of nominated candidates and the provisions of Article XV, Section 10 of these By-Laws.

SECTION 6

The Commitee on Nominations shall not nominate any of its members for any office of the Association.

SECTION 7

The Chair or Co-Chairs of the Committee on Nominations shall be elected by the members of the Committee.

SECTION 8

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

SECTION 9

Voting shall be by closed ballot. In case of a tie vote that the Committee on Nominations has been unable to break, the immediate past President of the Association shall vote to break the tie.

SECTION 10

Voting members of the Association comprising at least five percent (5%) of the voting membership as of December 31, and representing at least one-third (1/3) of the Chapters, may by a writing delivered to the Recording Secretary of the Association not later than March 31, propose candidates for any or all of the offices to be voted upon at the annual election. Upon receipt of such petition, the Recording Secretary shall give notice to the Chapter Presidents and all members of the Association of such proposed candidates and the name of their proposers, together with the candidates nominated by the Committee on Nominations

SECTION 11

In the event that pursuant to Section 10 of this Article there are contested elections for Officers of the Association, the President of the Association shall appoint an Election Committee consisting of not less than five (5) nor more than nine (9) members, which Committee shall conduct the election of Officers in accordance with the procedures set forth herein.  Any person who is nominated as a candidate in the said contested nomination shall not be appointed to the Election committee.  If the President of the Association is one of the nominated candidates, then a Vice President of the Association who is not a candidate in the contested nominations shall appoint the Election Committee.

(a) The Election Committee shall prepare a ballot containing the names of all candidates and the office for which each is running; the ballot shall also contain instructions for voting by secret ballot.

(b) The ballots should be mailed to all voting members of the Association as defined in Article XI, Section 2 of these By-Laws, in good standing as of January 31 of the year in which the election is to be held.

(c) The ballots shall be mailed with sufficient time allowed for their return prior to April 30 of the year in which the election is to be held.

(d) Each candidate may have one piece of campaign literature mailed with the ballot, without charge to the candidate.

(e) The returned ballots shall be verified and counted by the Election Committee on or about April 30 of the year in which the election is to be held; candidates and or their observers are entitled to be present at that time. The results shall be certified to the President immediately thereafter.

SECTION 12

If officer vacancy (ies) during the fiscal year, the Nominations Committee shall convene pursuant to Article II, Sections 3(b) or Article II, Section 4(c)(ii) for the purpose of identifying and recommending candidates to fill such vacancy (ies).

(a) If the vacancy (ies) occur before the Nominations Committee has convened and/or elected its chair(s) for the year, the Nomination Committee chair(s) and Committee members from the prior fiscal year shall be asked to serve on the Nominations Committee until such time as the vacancy (ies) are filled.

(b) In fulfilling its role in recommending successor candidate(s) for possible election to officer position(s), the Nominations Committee shall be governed by the terms of Article XV, Sections 1 through 9, except that: (i) The timing of its meetings and activities, and the timing and method of its communications and notifications, shall be governed by Article II, Section 3 (rather than as provided for in Article XV, Sections 1(a), 3 or 5). (ii) The number of votes to which each Chapter is entitled shall be based on the number of certified members shown in the Chapter’s reports of membership for the period ending on the prior January 31st (which may be January 31st of the prior fiscal year, rather than January 31st of the current fiscal year as provided for in Article XV, Section 2). (iii) The meetings of, and voting by, the Nominations Committee may be held in person or by conference call.  The Committee may also conduct interviews of potential candidates, which interviews may also take place in person or by conference call. (iv) The outcome of the Nominations Committee’s deliberations with respect to candidate(s) to fill officer vacancy(ies) shall be in the form of recommendations to the Board of Directors (or Executive Committee between Board meetings), which shall have the sole power to elect successor officer(s) to serve for the balance of unexpired terms under Article II, Section 3, rather than as nominations for election by the Association membership under Article XV.

(c) To the extent possible, the Nominations Committee shall utilize its standard protocols and procedures to identify prospects to fill officer vacancy(ies), to secure relevant information about their credentials and experience, to confirm their ability and willingness to serve, to review their suitability for particular offices, and to recommend particular candidate(s) for election by the Board of Directors (or Executive Committee) to specific officer position(s).  If necessary, however, the Nominations Committee may modify such protocols to accommodate the expedited timeframes mandated by Article II, Section 3.  Nothing in these By-Laws shall be interpreted to prohibit the Nominations Committee from considering incumbent officers as candidates for open officer positions, from expediting the review of the credentials of officers or others whom the Committee interviewed or who submitted responses to candidate questionnaires in the immediately prior round of Nominations Committee deliberations, or from recommending that incumbent officers be elected to different officer positions if that is in the best interests of the Association.
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Article XVI
COMMITTEE ON BY-LAWS

SECTION 1

This Committee shall keep a record of and take action on all suggestions and proposals relating to a modification or change in the By-Laws; shall review the By-Laws from time to time; and shall prepare and submit to the Board of Directors of the Association for its consideration any change or amendment to the By-Laws which it deems necessary or advisable.

SECTION 2

The Committee may, when it considers it useful, hold hearings at any place within the State, open to all members, for the purposes of receiving comments and opinions upon proposed amendments.

SECTION 3

The Committee may solicit opinions with respect to proposed amendments from the members, Chapter Officers and Directors and Association Officers and Directors in such other manner as it deems appropriate.
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ARTICLE XVII
COMMITTEE ON JUDICIARY

SECTION 1

(a) This Committee shall be appointed pursuant to Article III, Section 1 of these By-Laws.

(b) This Committee shall consider the qualifications of candidates for Federal appellate courts and candidates proposed by the State Judicial Nominating Commission for the Court of Appeals of the State of New York, and shall report thereon to the President who shall immediately transmit the report, verbally or in writing, to the other Officers of the Association and, unless disapproved by a vote of two-thirds (2/3) of all the Officers within five (5) days of such transmittal, the report and its dissemination shall be deemed approved. The report shall be disseminated only in its entirety. If the report is not approved, there shall be no statement of any kind concerning such report or any portion thereof outside the Association.

(c) The rules governing the procedures of the Committee shall be approved by the Board. The deliberations of the Committee shall be confidential.

SECTION 2

This Committee shall consider and investigate any complaint which may be laid before it of misconduct in office upon the part of any judicial officers. The Committee may refer such investigation to an appropriate Chapter or Chapters. If, after investigation, in the opinion of the Committee, or the Chapter or Chapters to which the referral has been made, the complaint is well founded, it shall report thereon to the Board of Directors for action, and the Board of Directors shall thereupon take such action as in its judgment is proper.

SECTION 3

The Committee shall propose to the Association methods for improving the administration of justice.
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ARTICLE XVIII
COMMITTEE ON LEGISLATION

SECTION 1

This Committee shall examine bills introduced in Congress or in the Legislature of the State of New York and may review any rules and regulations proposed or promulgated by any Federal or New York state agency, and report thereon in its discretion. The Committee shall not transmit outside the Association any report or statement approving, disapproving or modifying a pending bill or rule or regulation on behalf of the Association except with the authorization of the Board of Directors or, where time is of the essence, with the authorization of a majority of the Executive Committee in accordance with Article VIII, Section 2, of these By-Laws.

SECTION 2

This Committee shall make suggestions for bills to be introduced in Congress or in the Legislature of the State of New York, and, in its discretion, proposed rules or regulations to be promulgated by any Federal or New York state agency, but shall not transmit such suggestions or proposals on behalf of the Association except with the authorization of the Board of Directors or, where time is of the essence, with the authorization of a majority of the Executive Committee in accordance with Article VIII, Section 2, of these By-Laws.

SECTION 3

This Committee shall review proposed state or national legislation, proposed reports on legislation, proposed rules and regulations of any federal or New York state agency or proposed reports on rules and regulations prepared by the Chapters and shall report to the Board of Directors on each such proposal with its recommendation. Where time is of the essence, or the Committee’s report is not timely made to the Board of Directors, such proposal may be brought directly to the attention of the Executive Committee. If the Board of Directors or the Executive Committee fails to approve any recommendation for action by the Association, the Chapters may not act on such recommendation.

SECTION 4

This Committee shall draft any proposed legislation approved by the Board for submission to the appropriate legislature.

SECTION 5

The Committee on Legislation shall consist of the Chair of the Legislation Committee of each Chapter, at least one (1) person from each Chapter which does not have a Legislation Committee, and such other persons as the President shall appoint.
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ARTICLE XIX
COMMITTEE ON PRESS AND PUBLIC RELATIONS

SECTION 1

This Committee shall prepare on behalf of the Association, and release timely, all publicity releases to newspapers, periodicals, radio, television or other media communications.

SECTION 2

A release relating to policy of the Association of any kind shall not be issued without prior approval of the policy by the Board of Directors.
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ARTICLE XX
COMMITTEE ON PROFESSIONAL ETHICS AND DISCIPLINE

SECTION 1

This Committee shall consist of at least (1) representative from each Chapter.

SECTION 2

It shall be the duty of this Committee to take original action, and to cooperate with other associations of lawyers in the United States, in all matters tending to the elevation of the standard of professional honor and conduct, and it shall also be the duty of this Committee to examine into and investigate any practice or method of procuring or transacting business by lawyers which may be regarded as prejudicial to the welfare of the profession or of the community, and to report to the Board of Directors, who shall take such action thereon as it may deem proper.

SECTION 3

Complaints against members of the Association or other members of the Bar of misconduct in a professional relation shall be considered by this Committee; and if, in its opinion, after investigation, sufficient grounds therefor exist, a report upon such complaints shall be presented to the Board of Directors with the recommendation of the Committee. The Board of Directors may, after a hearing upon written notice, by a vote of two-thirds (2/3) of its members censure, suspend, or expel from membership in the Association, any member against whom such complaint shall be instituted before any appropriate body for the purpose of disciplinary action with respect to such person’s entitlement to practice law.

SECTION 4

Complaints against members of the Association of misconduct in their relations to the Association or of conduct prejudicial to the peace, goodwill, or welfare of the Association, and demands arising under Article III, Section 3 of these By-Laws, shall be considered by this Committee. The Committee may recommend to the Board of Directors censure, suspension for a stated period, or expulsion from membership of such member, and, in Article III, Section 3 matters, its concurrence or non-concurrence in the Board’s stated intention. The Board of Directors may, after a hearing upon written notice by a vote of two-thirds (2/3) of its members take such action on such recommendation as it may deem advisable, except a matter arising under Article III, Section 3 shall be governed there-under.

SECTION 5

Any person against whom any complaint is made before this Committee shall be notified thereof, and shall be afforded an opportunity to examine all charges and evidence submitted to the Committee, and to make answer thereto. The Committee shall have power to make rules respecting hearings upon such proceedings. Proceedings before the Committee shall be confidential, and shall be disclosed only as the Board of Directors may order after the proceedings have been reported to it.

SECTION 6

The Board of Directors shall have full power and authority to call upon any member of the Association for professional service in connection with any of the aforesaid duties.
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ARTICLE XXI
COMMITTEE ON CHAPTERS AND MEMBERSHIP

SECTION 1

This Committee shall include members from no less than three (3) Chapters.

SECTION 2

This Committee shall actively encourage the creation of new Chapters of the Association in areas where the Association has no Chapters and assist and advise interested women lawyers in such areas with respect to forming new Chapters.

SECTION 3

This Committee shall, upon request of the President or the Board of Directors, assist the President and the Board of Directors in advising newly formed Chapters.

SECTION 4

This Committee, to the extent authorized by the Board of Directors, shall assist the President and any other persons she may designate to encourage the affiliation of existing women’s bar organizations with the Association.
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ARTICLE XXII
COMMITTEE ON FUNDRAISING

SECTION 1

This Committee serves at the pleasure of the Executive Committee in the identification, development and implementation of fundraising events and opportunities.

SECTION 2

The Committee shall work with the Chapters and Membership Committee, Convention Committee, Finance Committee, Long Range Planning Committee, and other committees as directed by the President.

SECTION 3

The Committee shall recruit and train volunteers with an interest in fundraising.

SECTION 4

The Committee shall also keep records of fundraising procedures and information that can be used in the future.
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ARTICLE XXIII
COMMITTEE ON LONG-RANGE PLANNING

SECTION 1

The Committee on Long-Range Planning shall develop, plan and assist the Executive Committee and the Board of Directors in establishing a three- to five-year strategic plan the purpose of which is to assist the Association to grow in accordance with established goals and objectives, to provide the framework for its Committees and activities, and to review and evaluate the Association’s current activities for the purpose of making recommendations for change as needed.

SECTION 2

The Chair(s) of the Committee shall hold meetings throughout the fiscal year as needed and, prior to its presentation of final recommendations, shall be available to present written or oral reports on its activities as requested by the President or the Executive Committee.

SECTION 3

Upon establishing a plan, the Committee shall prepare a written report of its findings and recommendations for consideration by the Executive Committee, which will present a formal Plan for adoption by the Board of Directors.  Thereafter, the Committee may, as requested by the President, assist in the implementation of the Plan and monitor the success and needs of the Plan by periodic reviews and evaluations.  The Committee shall begin work on recommendations for the next Plan at least one year before the end of the period covered by the current Plan.

SECTION 4

Additionally, the Committee on Long-Range Planning shall be available to work with the Chapters in assisting them in the development of local long-range planning committees.  The Committee shall work closely with the Committees on Finance and Chapters and with the Advisory Committee at the request of the President or the Board of Directors.
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ARTICLE XXIV
AMENDMENT TO BY-LAWS

SECTION 1

The affirmative vote of two-thirds (2/3) of the Chapters representing at least a majority of the Association’s voting members, voting by majority vote, shall be required for the adoption of any amendment to these By-Laws.  A proposed amendment shall not be presented to the Chapters for a vote until and unless the proposed amendment has been approved by the Board of Directors by a two-thirds (2/3) vote of those present and voting.  The Recording Secretary shall promptly notify each Chapter of any proposed amendment so approved by the Board of Directors.  Each Chapter shall have ninety (90) days to act on any proposed amendment by vote of its membership in person at a meeting of the Chapter on not less than fifteen (15) days written notice, and to report the results of such vote to the Recording Secretary of the Association.

SECTION 2

A Chapter which fails to vote and report in the time and manner required in Section 1 of this Article shall not be counted in the total number of Chapters for the purpose of computing the number of Chapters required to approve such proposed amendment, and its members shall not be counted in the total number of members of the Association for the purpose of computing a majority thereof.

ARTICLE XXV
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 XXVI
FISCAL YEAR

The fiscal year of the Association and of each Chapter shall commence June 1.

ARTICLE XXVII
INDEMNIFICATION

SECTION 1

To the extent that a “non-profit executive liability insurance policy” (hereinafter “Executive Liability Policy”) covering the Association and its non-profit subsidiaries is in force, the Association shall, to the fullest extent permitted by law and subject to the limitations and exclusions of such policy, indemnify any person who is named, or threatened to be named, as a party to any action or proceeding by reason of the fact that such person is or was an Association Executive (defined in Section 3 of this Article), against any judgments, fines, amounts paid in settlement and related expenses, including counsel fees and disbursements reasonably incurred by, on behalf of, or imposed upon such person; provided however that no such indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of the Board of Directors.  Association Executives who are named in a proceeding and/or have been threatened to be named, shall not be prohibited from participating in the Board vote on whether to approve a settlement or compromise, but there must be a quorum of directors who are not parties to the proceeding at any meeting when such votes are held.

SECTION 2

To the extent that an Executive Liability Policy is not in force, the Association may vote to indemnify any person who is named, or threatened to be named, as a party to any action or proceeding by reason of the fact that such person is or was an Association Executive (defined in Section 3 of this Article), against any judgments, fines, amounts paid in settlement and related expenses, including counsel fees and disbursements reasonably incurred by, on behalf of, or imposed upon such person; provided however that no such indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of the Board of Directors.  Association Executives who are named in a proceeding and/or have been threatened to be named, shall not be prohibited from participating in the Board vote on whether the Association will indemnify them and/or whether to approve a settlement or compromise, but there must be a quorum of directors who are not parties to the proceeding at any meeting when such votes are held.

SECTION 3

The Board of Directors may, in its discretion, authorize the Association to purchase and maintain an “Executive Liability Policy” to indemnify the Association, its wholly owned not-for-profit subsidiaries (i.e., WBASNY Foundation, Chapters, and Chapters’ Foundations), and any persons authorized to act on behalf of the Association or its subsidiaries (i.e., officers, directors, executive board members, committee chairs, trustees, and other duly authorized persons, whether paid or unpaid; herein “Association Executive(s)”), against any judgments, fines, amounts paid in settlement and related expenses, including counsel fees and disbursements reasonably incurred by, on behalf of, or imposed upon such person, to the fullest extent permitted by law and subject to the terms, limitations and exclusions of such Executive Liability Policy.

SECTION 4

To the extent permitted by law and subject to the terms of any Executive Liability Policy maintained by the Association, the rights of indemnification and advancement of expenses provided in Section 1 of this Article shall be available with respect to events occurring prior to the adoption of this Article; (b) shall continue to exist after any rescission or restrictive amendment of this Article with respect to events occurring prior to such rescission or amendment; (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding; and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Association and the Indemnitee were parties to a separate written agreement.  Any indemnification provided under this Article shall also inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder.  The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

SECTION 5

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

SECTION 6

In the event this Article or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable and the remainder of this Article shall remain fully enforceable.

Wbasny Chapters