|
BYLAWS OF THE As Adopted as of ARTICLE I Section 1.01 Name: The name of the Corporation shall be the Metropolitan Washington Employment Lawyers Association (“MWELA”). Section 1.02 Purposes: MWELA is organized to promote athe interests of employees and former employees; to assist the attorneys who represent them; and to provide a forum and a network of communication and collegial support among employment attorneys engaged in advancing the rights of employees. ARTICLE II Section 2.01 Action by Electronic Mail: Any requirement in these Bylaws of a writing or that something be in written form may be met by any form of information inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. ARTICLE III Section 3.01 Members: The Corporation shall have no Members with voting rights. The Board shall establish classes of membership, the privileges and benefits of each class of membership, and annual dues for each class of membership. MWELA membership is limited to individuals whose primary professional occupation is the practice of law, studying at an accredited law school, or performing administrative or paralegal work supporting a law practice or employee-rights advocacy organization. Section 3.02 Classes of Membership: a. Regular Members. Any member in good standing of a bar may become a regular member by paying the prescribed annual dues, by certifying that the majority (more than 50 percent) of his or her time spent on employment-related matters is in representing employees, and by maintaining a demonstrated commitment to the advancement of employee rights. An individual who would otherwise qualify for regular membership who experiences a gap in employment, or who retires from practice, may become a regular member by meeting all other requirements of the membership, provided he or she does not have a primary professional occupation other than the practice of law and certifies that he or she met all requirements of the membership before his or her gap in employment or retirement. b. Law Student/Recent Graduate Members. Law students and recent graduates of a law school (up to two years since graduating) seeking employment, who pay the prescribed annual dues and whose work and professional aims are consistent with the purposes of the organization may join as law student/recent graduate members. c. Non-attorney Legal Professional Members. Individuals who are not currently admitted to a bar and who are employed by an MWELA member’s law practice or employee-rights advocacy organizations as paralegals or administrative staff may join as non-attorney legal professional members. Section 3.03 Approval of New Members: Potential new members shall be admitted by a majority vote of the Directors present at the meeting after review and recommendation by the Membership Committee. Section 3.04 Termination or suspension of membership: The Board may expel or suspend a member for reasons determined by the Board in its discretion by a vote of two-thirds of the Directors present at a meeting with 14 days advance written notice to the Board and the member. Any member proposed for expulsion or suspension shall have an opportunity to respond in writing and to be heard at the meeting. Section 4.01 NELA Affiliation: MWELA currently is an affiliate of the National Employment Lawyers Association (“NELA”) and shall take all reasonable steps to remain an affiliate in good standing of NELA. Section 4.02 Cooperation: MWELA will encourage, but not require, members of MWELA to be members of NELA, and MWELA generally will use its best efforts to cooperate with NELA in developing and promoting NELA’s programs, activities, and objectives. MWELA officers shall be members of NELA. Section 4.03 Termination: MWELA’s affiliation with NELA may be terminated at any time by a vote of two-thirds of the Directors then in office. ARTICLE V Section 5.01 Authority of Directors: The Board of Directors (“the Board”) is the governing body of the Corporation and may exercise all the powers and authority granted to the Corporation by law. The Board shall oversee the Corporation’s policies and procedures, and shall do all things necessary and proper to accomplish the purposes of MWELA and may delegate any of its functions to any officers, members, and Directors.
Section 5.03 Number of Directors: The Board shall consist of no fewer than three Directors and no more than 39 Directors. The number of Directors may be increased or decreased from time to time by Board resolution, and the limits may be changed by amendment to these Bylaws so long as the minimum number of Directors is never less than three; however, a change in the number of Directors shall not remove a Director from her position as a Director prior to the expiration of her term of office. Section 5.04 Election and Term of Directors: Directors shall be elected by the Board at its January meeting, after notice and a nominations committee report in December the preceding month. Directors shall serve staggered terms. At the January 2014 meeting, approximately one-third of the Directors shall be elected for a term of one year, approximately one-third shall be elected for a term of two years, and approximately one-third shall be elected for a term of three years. Thereafter, except as otherwise provided in these Bylaws, Directors shall serve for a term of three years and until they are re-elected, their successors are elected and qualified, or until their earlier resignation, removal, or death. All Directors shall be members in good standing. Section 5.05 Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. The Board may remove a Director by a vote of two-thirds of the Directors present at a meeting with 14 days advance written notice to the Board and the Director. Any Director proposed for removal shall be given the reasons for the proposed removal with 14 days notice and shall have an opportunity to respond in writing and to be heard at the meeting. Section 5.06 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board. If there are fewer than three Directors remaining in office, the remaining directors may fill the vacancy by the affirmative vote of the remaining directors. A Director elected to fill a vacancy shall be elected for the remainder of the unexpired term of his or her predecessor and shall hold the directorship until his or her successor is elected and qualified. A vacancy that will occur at a specific later date, by reason of resignation effective at a later date or otherwise, may be filled before the vacancy occurs but the new Director shall not take the directorship until the vacancy occurs. Section 5.07 Meetings: The Board shall hold at least six (6) meetings annually, one of which shall be designated as the Annual Meeting. Notice of regular meetings shall be provided at least five (5) days in advance, except that the Board may set a schedule for meetings at the beginning of each one-year (or shorter) period, and notice of that schedule shall be sufficient notice of all regularly scheduled meetings for that period. Notice of any Board meeting shall be communicated in person or by delivery. Notice shall be effective at the earliest of (1) when received; (2) when left at the recipient’s residence or usual place of business; (3) five days after deposit in the US mail or with a commercial delivery service; (4) on the date shown on a return receipt; or (5) if sent electronically to an address provided by the Director for the purpose, when it enters the information processing system designated for receipt of electronic communications. The President, or his or her designee, shall chair all Board meetings. Special meetings may be called by the President or by any three (3) Directors. The notice of a special meeting must precede the meeting by at least two business (2) days. Directors shall take an active role in the ongoing governance of the Corporation and shall promote the programs and purposes of the Corporation. If a Director fails to attend one-half of the meetings of the Board held in a calendar year, his or her office shall be declared vacant and may be filled pursuant to Section 5.06 above. At the discretion of the Board, application of this attendance rule may be waived due to extenuating circumstances. Section 5.08 Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The waiver must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. A Director’s presence at a meeting, in person or by teleconference, waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting, or promptly upon the Director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Section 5.09 Quorum and Voting: A quorum shall consist of 1/3 of the total number of Directors in office. Unless otherwise stated in these Bylaws or required by law, all actions shall be by majority vote of those present at a meeting at which a quorum is present. Section 5.10 Emergency powers: In the event of an emergency, the Board may without a quorum: Section 5.11 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board or of any committee may be taken without a meeting if all of the members of the Board or committee consent in writing to the specific action and the written consents are included in the minutes or filed with the corporate records reflecting the actions taken. Action taken under this section is effective when the last Director signs (including by electronic means) the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Section 5.12 Participation in Meeting by Conference Telephone: Any or all Directors may participate in a meeting by communications technology, so long as Directors participating in the meeting can hear one another simultaneously, and such participation shall constitute presence in person at the meeting. Members may participate in meetings by communications technology. Section 5.13 Inspection: Every Director shall have the right at any reasonable time to inspect and copy all books, records, and documents of this corporation to the extent reasonably related to the performance of the Director’s duties as a Director. Section 5.14 Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation by Board resolution may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation. ARTICLE VI Section 6.01 Composition: The Board may designate Standing Committees and Advisory Committees and appoint committee members. Standing Committees shall consist of at least two Directors. Advisory Committees shall consist of at least two members, who need not be Directors. The creation and appointment of Directors to Standing Committees shall be approved by the affirmative vote of a majority of Directors present at the meeting when the action is taken. Section 6.02 Procedures and Authority: For Standing or Advisory committees, the Board may make provisions for appointment of the committee chair or co-chairs, establish procedures to govern committee activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, and/or activities of the Corporation. Notwithstanding the foregoing, the sections in Article V of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to Standing Committees and their members as well. Section 6.03 Standing Committees: The Standing Committees shall be the Executive Committee and the Nominating Committee. Section 6.04 Executive Committee: The elected officers of the Corporation shall constitute the Executive Committee. The Executive Committee shall have and may exercise the full authority of the Board between meetings of the Board when prompt action is necessary, except that the Executive Committee shall not have the power to approve a dissolution or merger, or the sale of all or substantially all of the Corporation’s assets; appoint or remove Directors; appoint and remove members of committees; authorize distributions; amend the Articles of Incorporation or these Bylaws; approve or propose to the members action that by law must be approved by the members; approve and amend the mission statement; approve the budget; or hire and fire the Executive Director/association management company. Any action by the Executive Committee shall be disclosed at the next Board meeting. Section 6.05 Nominating Committee: The Nominating Committee shall nominate the slate of Directors for election to the Board and present the slate at the December meeting, for election at the January meeting. The Nominating Committee shall also nominate the slate of Officers for election to the Board and present the slate at the December meeting for election at the January meeting. It shall consist of at least two Directors, appointed by the Board. Any member may nominate himself or herself for election to the Board or for an Officer position. Section 6.06 Advisory Committees: The Advisory Committees are not governed by voting or notice requirements and shall be established to help the operations of the Corporation. The Advisory Committees will provide a written report in advance of each Board meeting. Advisory Committees include: ARTICLE VII Section 7.01 Officers: The officers of the Corporation shall be a President, a President-Elect, a Vice President, a Secretary, and a Treasurer. Section 7.02 Election of Officers; Terms of Office: The officers shall serve terms of approximately one (1) year, and shall be elected by the highest vote total from among the Directors by the Board at its January meeting. The terms of office shall expire at the end of the Corporation’s Annual Conference approximately one year after election, unless renewed, and until an officer’s successor has been elected and qualified. The appointment of an officer does not itself create any contract right. Officers shall be eligible for reelection. Section 7.03 Powers and Duties of Officers: Subject to the control of the Board, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board. An officer shall discharge his or her duties in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the officer reasonably believes to be in the best interests of the Corporation. a. President: The President shall be the executive officer of the Corporation and, subject to the direction and consent of the Board, shall manage the business and affairs of the Corporation, shall preside at all meetings of the Board, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board. The President shall be the sole person authorized to speak on behalf of the Corporation. b. President-Elect: The President-Elect shall serve under the direction of the President. In the President’s absence, incapacity, inability, or refusal to perform his or her duties, the President-Elect shall assume the authority to perform the duties of the President. In the event the President resigns or is removed from office, the President-Elect shall become the President. The President-Elect shall perform such other duties and have such other powers as the Board may from time to time prescribe by resolution or as the President may from time to time provide, subject to the powers and supervision of the Board. c. Vice President: The Vice President shall be a member of the Education Committee, be in charge of the annual conference, and shall perform such other duties and have such other powers as the Board may from time to time prescribe by resolution or as the President may from time to time provide, subject to the powers and supervision of the Board. d. Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board and the Executive Committee, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary. e. Treasurer: The Treasurer is responsible for collecting and depositing funds due to the organization, paying bills and other financial obligations of the organization, and maintaining records of all such transactions. The Treasurer is the primary custodian of the bank and financial records of the organization. Whenever required by the Board, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform or delegate and supervise the performance of all other duties incident to the office of Treasurer, subject to the supervision of the Board. The Treasurer shall, if required by the Board, give such bond or security for the faithful performance of his or her duties as the Board may require, for which the Treasurer shall be reimbursed. Section 7.04 Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. Section 7.05 Removal: One or more officers may be removed by a vote of two-thirds of the Board for cause at a meeting for which the removal of the Officer has been placed on the agenda with at least fourteen (14) days’ advance written notice to the Board and the Officer. Any Officer proposed for removal shall be given the reasons for the proposed removal with 14 days notice and shall have an opportunity to respond in writing and to be heard at the meeting. Section 7.06 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled for the remainder of the unexpired term by a majority vote of the Board at a meeting where a quorum is present.
Section 8.01 Indemnification: Any person who was or is a Director or officer of the Corporation or who, while a Director or officer of the Corporation, is or was serving at the Corporation’s request as a Director, officer, partner, trustee, employee, or agent of another entity, shall be indemnified by the Corporation against all liabilities and expenses reasonably incurred by him or her arising out of or in connection with any threatened, pending, or completed civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action pursuant to D.C. Code Title 29, Chapter 4, Subchapter VI, Part E. Section 8.02 Contractual Rights of Other Persons: Nothing contained in this Article VIII shall affect any right to indemnification to which persons other than Directors and officers of the Corporation, or any subsidiary hereof, may be entitled by contract or otherwise. Section 8.03 Insurance: The Board shall maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against that liability under the provisions of this Article VIII; provided, however, that the Corporation shall not have the power to purchase and maintain such insurance to indemnify any agent of the Corporation where such indemnification would be prohibited by law. ARTICLE IX Section 9.01 Fiscal Year: The fiscal year of the Corporation shall be January 1 to December 31 but may be changed by resolution of the Board. Section 9.02 Checks, Drafts, and Contracts: The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments. All funds paid to the Corporation shall be maintained in an FDIC-insured bank account. Funds shall be expended consistent with the board-approved budget, except that the President shall have the authority to approve insubstantial deviations from the approved budget. Checks written on the bank account shall require the signature of the President or of the Treasurer.
ARTICLE X Section 10.01 Conflict of Interest Policy: The Board shall by resolution adopt a conflict of interest policy applicable to officers, Directors, members of committees of the Board, and employees that shall (i) define conflicts of interest (including competing financial interests or fiduciary duties); (ii) require that conflicts be disclosed; and (iii) require that the conflicted person be recused from any decision-making with regard to the matter. Section 10.02 Purpose: The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations. Section 10.03 Policy: Anyone making decisions on behalf of the Corporation should always act based on the best interests of the organization, and no individual associated with the Corporation should use his or her position for personal benefit, for the benefit of friends or relatives, or to further any outside interests or personal agenda. This standard applies to all transactions and decisions, whether or not covered by the detailed policies and procedures below. Section 10.04 Definitions a. An interested person may be a director, officer, member of a committee, or staff member of the Corporation. b. A potential conflict of interest exists whenever the personal, professional, or financial interest of an interested person is opposed to that of the organization, or when such an interest or any conflicting fiduciary duty might influence the interested person's actions and judgment on behalf of the Corporation. A potential conflict also exists when there is an appearance that an interested person's actions may be influenced by a competing interest or duty. c. A conflict of interest exists whenever an interested person's competing interest or fiduciary duty is substantial enough that the interested person cannot reasonably be expected to exercise independent judgment and take action in the best interest of the Corporation. Conflicts of interest most frequently arise in (but are in no way limited to) the context of:
Conflicts (or the appearance of conflicts) may also arise when the Corporation is contemplating a transaction with a close relative or domestic partner of an interested person, or any entity in which such a related person has an ownership interest or which employs such a person. Conflicts of interest will generally not be considered to arise when the potential benefit to the interested person is tenuous or remote, such as an interested person with investments in a mutual fund which holds a small amount of stock in a particular company. In addition, the fact that an interested person is also a director, officer, member or volunteer of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Corporation also obtains or seeks funds shall not by itself be deemed to be a conflict of interest if there are otherwise no indications that the interested person has a conflict of interest. Section 10.05 Procedure: Board: Whenever a director, officer, or committee member becomes aware of a potential conflict of interest, whether financial or otherwise, s/he shall make the situation known to the board or committee (as the case might be) and provide all facts material to understanding the nature and scope of the conflict, including whether the interested person believes his or her ability to make an independent decision based solely on the best interest of the Corporation has been compromised. If the interested person involved does not make this disclosure, another director or committee member with knowledge of the potential conflict should draw it to the body's attention. The interested person with the potential conflict must retire from the meeting and not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but shall again retire and not participate in the final discussion and voting regarding the transaction. The Board’s or committee's decision shall be based on consideration of whether the transaction: a. is in the organization's best interest and for its own benefit; ARTICLE XI Section 11.01 Membership List: The Corporation shall maintain a list of MWELA members and make it available to any member of the organization. The membership list will not be supplied to anyone for commercial purposes without express approval of the Board, with the exception that the list may be provided to NELA at its request. The Corporation may make provision for sending commercial email appeals to members on behalf of its sponsors. Section 11.02 Recordkeeping: The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board meetings and all meetings of committees with Board-delegated powers that shall, at a minimum, contain (i) in general, the names of those in attendance, any resolutions passed, and the outcomes of any votes taken; (ii) with regard to potential conflicts of interest, the names of the persons who disclosed or otherwise were found to have an interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. The Corporation shall maintain and keep as permanent records the following documents: minutes of all meetings of the Board; a record of all actions taken by the Directors without a meeting; a record of all actions taken by committees of the Board on behalf of the Corporation; and appropriate accounting records. Section 11.03 Public Disclosure: The Corporation shall keep available for public inspection at its principal place of business copies of the exemption application as filed (including all correspondence with the IRS) and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors shall be redacted from publicly available copies of any Form 990. In addition, as required by the tax code and regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment. ARTICLE XII Section 12.01 These Bylaws may be amended by a majority vote at any meeting at which a quorum is present so long as the specific amendment has been placed on the agenda with at least fourteen (14) days’ advance notice to all Directors. |