Bylaws of Women's Law Section

Adopted by Board of Governors: July 25, 1995
Amended: February 25, 1997

ARTICLE I: IDENTIFICATION

    1.1 NAME. This Section shall be known as the "Women's Law Section" (the "Section").
    1.2 PURPOSE. The purpose of the Section shall be to engage in activities to promote the advancement and support of women in the profession of law and in the community, to develop educational programs to, among other things, address discrimination against women lawyers and the unique problems they encounter in pursuing their professional careers, and discrimination against women generally in all areas of the law, and to advance issues of interest to women in the legal environment.
    1.3 LIMITATIONS. These Bylaws have been adopted subject to the Charter and Bylaws of the Maine State Bar Association (the "Association").

ARTICLE II: MEMBERSHIP

    2.1 ENROLLMENT.Any person described in Sections 2.3.1 and 2.3.2 below shall, upon written request to the Executive Director of the Association, be enrolled as a member of the Section.
    2.2 TERM. Membership shall continue until such time as a member shall no longer be a member in good standing of the Association or shall request disenrollment from the Section.
    2.3 CLASSIFICATION. Members of the Section shall be classified as follows:
    2.3.1 ACTIVE MEMBERS. Members in good standing of the Association.
    2.3.2 HONORARY MEMBERS. Such distinguished persons as may, by vote of the Section or officers, be elected to honorary membership.
    2.4 DUES. There shall be no dues for membership in the Section, unless such dues are authorized or required by the Association.
    2.5 VOTING RIGHTS. Each active member shall be entitled to one vote.

ARTICLE III: MEETINGS OF THE MEMBERSHIP

    3.1 ANNUAL MEETING. The Section shall hold an annual meeting of members in conjunction with the winter meeting of the Association. The Section may hold such other meetings of members throughout the year as the Co-Chairpersons, or either of them, shall call. The notice requirements for such meetings shall be the same as for the annual meeting.
    3.2 QUORUM. The active members of the Section present at any meeting shall constitute a quorum for the transaction of business.
    3.3 CONTROLLING VOTE. Action of the Section shall be by majority vote of the active members present.
    3.4 NOTICE. Notice of the place and time of Section meetings shall be made by mail, telephone or telefax to each member no fewer than seven calendar days before the meeting, provided, however, that a shorter notice period is permitted in the event the Co-Chairpersons, or either of them, decide to call an emergency meeting of the Section. In lieu of a separate notice, the notice may be printed in an issue of the Maine State Bar Association Bulletin (Journal). A brief statement of the purpose of the meeting shall be included with the notice.
    3.5 AGENDA. Among the matters of business to be transacted at the annual meeting of the membership shall be the election of the officers. The agenda shall consist of other matters as decided by the Co-Chairpersons and/or the membership.
    3.6 MAIL/TELEFAX VOTING. The Co-Chairpersons may direct that a matter be submitted to the active members of the Section for vote by mail or telefax. In that event, binding action of the Section shall be by a majority of the votes received from the active members in accordance with the rules fixed by the Co-Chairpersons.

ARTICLE IV: OFFICERS

    4.1 OFFICERS. The officers of the Section shall be two Chairpersons to serve as Co-Chairpersons, a Secretary/Treasurer and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Co-Chairpersons. The officers of the Section shall have general supervision and control of the affairs of the Section. The appointment of Co-Chairs shall be in compliance with Article X of the Association Bylaws.
    4.2 CO-CHAIRPERSONS. The Co-Chairpersons shall be the chief executive officers of the Section and shall preside at all meetings of the Section and all meetings of the officers. The Co-Chairpersons shall appoint the chairperson and members of any committees established by the Co-Chairpersons or the Section. Either or both of the Co-Chairpersons shall act as the Section representative(s) to the Association's Board of Governors. The Co-Chairpersons shall perform such other duties and acts as usually pertain to the office or as may be designated by the Section or the Association's Board of Governors.
    4.3 SECRETARY/TREASURER. The Secretary/Treasurer shall keep a true record of the proceedings of all meetings of the Section and shall be the liaison between the Section and the Association staff regarding the retention and maintenance of books, papers, documents and other property pertaining to the work of the Section in the custody of the Association. The Secretary/Treasurer shall monitor all accounts, reports and other documents prepared as to Section funds, revenues and expenditures, and seek to make certain that all such accounts, reports and documents are, at all times, accurate and correct. The Secretary/Treasurer shall report on the Section's present and projected financial condition at each meeting of the Section. The Secretary/Treasurer shall at least once a year prepare and submit a projected budget to the Section for approval or modification at a meeting of the Section, which approved budget shall be submitted to the Association. In the absence or disqualification of both of the Co-Chairpersons, the Secretary/Treasurer shall act in their place and stead.
    4.4. ELECTION. At the first annual meeting of the members and at each annual meeting thereafter the active members shall elect the officers to hold office until the next annual meeting of the membership or until removed. At the first annual meeting of the members, two Co-Chairpersons shall be elected, one to serve for a one-year term and the other to serve for a two-year term. Thereafter, Co-Chairpersons shall serve for staggered two-year terms. The Secretary/Treasurer shall be elected to serve for a two-year term. Any active member of the Section shall be eligible for office.
    4.5 RESIGNATION; VACANCIES. Any officer may resign at any time by giving written notice to at least one of the Co-Chairpersons and may be removed from office by vote of the active membership at any time. In case any office becomes vacant by death, resignation, disqualification, or any cause other than removal, the remaining officers, by majority action, may select an officer to fill such vacancy until the next annual meeting. In the event any officer is removed from office by the Section, a successor shall be elected by the active members at the time of such removal to serve until the next annual meeting of the membership.
    4.6 MEETINGS OF OFFICERS. The officers may meet at times and places designated by the Co-Chairpersons. The officers may meet to assist the planning of Section meeting agenda; to discuss CLE matters, legislative matters, or other Section matters or problems, and to formulate recommendations for action on these matters or problems at Section meetings; to formulate recommendations to the Section concerning the election of officers; or to take action on behalf of the Section, if necessary, between Section meetings. Meetings of officers shall generally be conducted in person with reasonable advance notice to the officers. In emergency situations, meetings may be conducted by polling the officers by telephone or telefax. Any action or recommendation by the officers shall be done by majority vote. All such action or recommendations shall be recorded by the Secretary/Treasurer and be available to the Section membership. All actions taken by the officers on behalf of the Section with respect to matters of legislation and major substantive policy, shall be subject to ratification by the membership at the next meeting.

ARTICLE V: COMMITTEES

    5.1 COMMITTEES. The Section may establish, or empower the Co-Chairpersons to establish, such standing committees as it may deem necessary and desirable to promote the activities and concerns of the Section. In establishing a new committee, the Section shall state the area of its proposed activities.
    5.2 RULES; RECORD OF PROCEEDINGS. Each committee may prescribe rules and procedures to call and conduct its meetings. Each committee shall keep regular minutes of its proceedings and shall report the same to the Co-Chairpersons when required. All actions taken by a committee on behalf of the Section, not previously approved by the Section, with respect to matters of legislation and major substantive policy shall be subject to ratification by the membership at the next Section meeting.

ARTICLE VI: REPRESENTATION OF ASSOCIATION POSITION

    Any action by the Section must be approved by the Association's Board of Governors, in compliance with Article Fifteen, Section 8 of the Association's Bylaws, before action can be effective as the action of the Association. Any resolution adopted or action taken by the Section shall, on request of the Section, be reported by the Co-Chairpersons to the Board of Governors for action by the Association.

ARTICLE VII. AMENDMENTS

    These Bylaws may be amended by majority vote of the active members at any meeting of the Section or by mail or telefax voting as provided in Article III.