By-Laws of the Brooklyn Women’s Bar Association

The name of the organization shall be the Brooklyn Women’s Bar Association, hereinafter called the Association. The Association is a chapter of the Women’s Bar Association of the State of New York (WBASNY).

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

The Officers of the Association shall be a President, a President-Elect, three Vice Presidents, a Treasurer, a Recording Secretary and a Corresponding Secretary, which shall comprise the Executive Committee. It shall be the duty of this Committee to vote on matters that arise between meetings and on which the entire Board of Directors is unable to be consulted.

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

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 the Board of Directors. The Committee on Nominations shall be appointed by the President, subject to approval of the Board of Directors. In addition, the Committee on Ethics shall be appointed by the President, subject to approval of the Board of Directors. The President shall be an ex-officio member of all committees, except for the Committee on Nominations and the Committee on Ethics, and as such may participate in the proceedings thereof without a vote except to break a tie.

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

The President-Elect shall serve as the Chairperson of the Committee on Nominations as set forth in Article VI, Section 6. The President-Elect shall automatically succeed to President upon the expiration of the President's term.

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

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

The Corresponding Secretary of the Association shall be responsible for internal communications of the Association, as directed by the President or the Board of Directors and for 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 other as directed by the President.

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

The Treasurer shall collect the dues of the members and transmit to the Corresponding Secretary the names and other information concerning the members; shall keep accounts of the Association, deposit all funds received, invest its funds as directed by the Board of Directors, report at each regular meeting of the Board of Directors and make annual reports to the Association membership; and shall annually present a proposed budget to the membership at the annual meeting. The Treasurer shall pay all bills duly incurred by or on behalf of the Association. The accounts of the Treasurer shall be reviewed at least annually by the Board of Directors and at such other times and in such manner as the Board of Directors may direct. The Treasurer shall have sole authority on a day-to-day basis to expend the funds of the Association except that the Board of Directors shall approve all single-item disbursements over five hundred ($500.00) dollars, other than the remission of dues to WBASNY, which the Treasurer shall submit as a matter of course. The Board of Directors shall decide any disagreements arising between the Treasurer and any member requesting disbursement of Association funds.

The Treasurer shall certify annually, as of January 31st, the Association membership to WBASNY and shall remit at least quarterly the per capita charges due and payable, together with a membership report, to WBASNY.

The Advisory Council shall consist of each member in good standing who is not then an Officer, Director or Delegate of the Association and who has served as President of the Association or who has served for at least ten (10) years as a member of the Board of Directors.

It shall be the duty of the Advisory Council to advise and make recommendations to the Board as to all matters that may come before it, and to participate in the deliberations of the Board of Directors. However, members of the Advisory Council shall not make motions for the consideration of the Board of Directors nor shall they vote on any matter before the Board of Directors. The members of the Advisory Council shall be given notice of all regular and special meetings of the Board of Directors. Nothing herein contained shall be deemed to bar a Past President of the Association from being elected to serve as a regularly elected member of the Board of Directors as provided by Article III, Section 1 of these By-Laws, with all the rights and privileges of said office.

In the event the President is disabled or otherwise unable to perform or has failed to perform any duty imposed by the By-Laws, the Board of Directors shall appoint the President-Elect to act in her place. If the President-Elect is unwilling or unable to serve as President, the Board of Directors shall consider whether to appoint one of the Vice Presidents to act in her place. If all of the Vice Presidents are unwilling or unable to serve as President, the Board of Directors shall elect a member of the Board of Directors to so serve. If the Board of Directors, by a two-thirds vote, decides to take such action, it shall immediately serve personal notice upon the President of such intention. If the President requests a hearing by the Committee on Ethics by serving a demand on the Corresponding Secretary of the Association within three (3) days of the notice of intention, said Committee shall hold a hearing and render a written decision within ten (10) days of receipt of the President’s demand. If the Committee on Ethics sustains the Board of Directors or if the President makes no demand, the Board of Directors shall implement its stated intention. If the Committee fails to sustain the Board of Directors, the President shall continue in office.

The Board of Directors shall consist of the Officers of the Association, the Representatives/Delegates of the Association to the State Board of Directors of WBASNY, Officers of WBASNY who are members of the Association, the Immediate Past President and fifteen (15) members elected pursuant to Article VI, Section 6 of the By-Laws.

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

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

A simple majority of the Board shall constitute a Quorum.

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

When in the judgment of the President, 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 and not prohibited by the New York Not-For-Profit Corporation Law (N-PCL), including but not limited to electronic voting, provided the notice of the matter to be decided has been disseminated to the entire board not less than the minimum time required by the N-PCL.

The affirmative vote of a majority of the Board of Directors deemed present under the N-PCL, if a quorum of the Board of Directors is then present as defined by such law, shall be required in such event, unless a greater number is required elsewhere in these By-Laws.

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

The matters that the President or the Officers are empowered to bring before the Board in this manner, between the regularly scheduled Board meetings, shall be limited to matters that the majority of the voting Board members deem appropriate for an email vote.  However, any one objecting to the email vote, shall automatically cause that item to be placed on the agenda for the next Board meeting.

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

In the event that any Officer, Director or Delegate of the Association is absent from three successive meetings without excuse, the President shall issue a letter, via regular mail and email,  notifying said repeatedly absent individual of his or her non-compliance and that said individual may be removed from the Board at the next Board of Directors meeting, upon a majority vote by the Board.

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

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

There shall be at least six (6) general membership meetings held each year.  The April meeting shall be the annual membership meeting of the Association where elections shall be held pursuant to Article V of these By-Laws for the purpose of electing the slates of the Association and WBASNY.

At the annual membership meeting the President shall report on the activities of the Association for the preceding fiscal year and any plans formed for the current fiscal year.

The meetings of the Association shall be held at a time and place determined by the Board of Directors.  At least fifteen (15) days’ written notice shall be given to the membership of any membership meeting, with the exception of the annual election membership meeting, which shall require at least thirty (30) days’ notice.

All matters of order and procedure not specifically governed by these By-Laws shall be governed by Robert’s Rules of Order.

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

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

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

• Membership

• Nominations

• Judicial Screening

• Continuing Legal Education

• Annual Dinner

• By-Laws

• Executive

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

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

The chair of each standing and special committee, upon the direction of the Board of Directors or the President, shall report to each regular meeting of the Board of Directors upon the proceedings of such committee and shall present to the Board of Directors for its action any recommendation which the committee may make, including without limitation recommendations for expenditures or otherwise.  Each of the standing committees shall present its annual report in writing to the President.

No committee may make any statement on behalf of the Association on any issue without prior approval of the Board of Directors.  Each committee shall establish its own operating rules as to schedule and procedure.  No committee shall contract for or make expenditures in excess of such appropriation as the Board of Directors shall authorize.  Any vacancy in a standing or special committee may be filled by the committee chair for the remainder of the term, subject to the approval of the President.

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

Annually at the January Board of Directors meeting, a Nominating Committee consisting of four (4) members in good standing shall be appointed by the President, subject to the approval of the Board of Directors pursuant to Article II, Section 2.  The Chairperson of said Committee shall be the President-Elect, who will serve as the fifth and final member of the Committee.

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

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

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

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

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

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

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The Committee on Judicial Screening shall consider the qualifications from the viewpoint of character, learning, professional experience, reputation, courtesy and consideration of colleagues, and ability of candidates nominated or proposed to be nominated for election or appointment to local judicial office in the County of Kings and the Eastern District of New York.  The chair of this Committee or her designee shall be the Association’s representative to the Committee on the Judiciary of WBASNY.

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

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

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

The Committee on By-Laws shall, at the direction of the President, review the By-Laws and shall prepare and submit to the Board for vote any change or amendment to the By-Laws that it proposes for the membership to consider.

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

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

The fiscal year of the Association shall commence June 1.

No Committee or member of the Association, other than the President or her designated representative, shall make any statement on behalf of the Association on any issue unless authorized to do so by the Board of Directors.

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

In its By-Laws, WBASNY defines the circumstances under which it may indemnify “Association Executives” and “Non-Profit Subsidiaries” (as defined in WBASNY By-Laws, Article XXVII, and including the WBASNY Foundation, the Chapters, the Chapter Foundations, and those duly acting on their behalf) against any judgments, fines, amounts paid in settlement and expenses, including counsel fees and disbursements. That Article also provides that WBASNY may, to the fullest extent permitted by law, maintain insurance to cover potential claims and suits, including for the potential liability and indemnification of Association Executives and such Non-Profit Subsidiaries.

Upon receiving notice of a suit, proceeding, a threat of suit, or a claim against WBASNY, the Chapter, Chapter Officers, Directors, Delegates, or others authorized to act on behalf of the Chapter (or other Non-Profit Subsidiaries or Association Executives), the Corresponding Secretary (or in her absence the President) shall promptly notify WBASNY’s President and Recording Secretary in writing, and by email or other appropriate means, and forward any documentation received in connection therewith.

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

If any section of these By-Laws is renumbered, the remaining By-Laws shall be deemed renumbered accordingly.  If any section of the WBASNY By-Laws referred to herein is changed or renumbered, these By-Laws shall be deemed amended accordingly.