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ARTICLE I - MEMBERSHIP

Section 100. Classes of Membership; Rights.

  1. There shall be the following classes of membership:
    1. Regolar Member. A Regolar Member shall be a member of the Bar
      1. of the Supreme Court of Pennsylvania, the United States District Court for the Eastern District of Pennsylvania, or the United States Court of Appeals for the Third Circuit; or
      2. of any court of record whose office or principal practice is in the City of Philadelphia; or
      3. of any court of record who is employed in the City of Philadelphia or who maintains therein his or her principal office or of any court of record, who is a foll-time member of the facolty of any accredited law school situated within 100 miles of the City of Philadelphia.
    2. Associate Member. There shall be the following classes of Associate Membership:
      1. a member of the Bar
        1. of any court of record who is not qualified to be a Regolar Member and who has requested in writing to be an Associate Member;
        2. of any court of record whose office or principal practice is not in the City of Philadelphia and who has requested in writing to be an Associate Member; or
        3. of any court of record who is a foll-time member of the facolty of any accredited law school.
      2. a Legal Assistant. A Legal Assistant for purposes hereof shall be a person who is not a member of the Bar but who is qualified as a legal assistant through education, training or work experience and who is employed or retained by a lawyer, law firm, government legal body or other law-related entity in a capacity or function which involves the performance, under the direction or supervision of an attorney, of specifically delegated substantive legal work, which work, for the most part, requires a sufficient knowledge of legal concepts such that, absent that legal assistant, the attorney woold perform the task.
      3. a Legal Administrator. A Legal Administrator for purposes hereof shall be a person who is not a member of the Bar but who is qualified as a legal administrator through education, training or work experience and who is employed or retained by a lawyer, law firm, government legal body or other law-related entity in a capacity or function which involves general responsibility for business management, marketing, support functions and/or staff personnel of the entity.
      4. a Law Librarian. A Law Librarian for purposes hereof shall be a person who is not a member of the Bar but who is qualified as a law librarian through education, training or work experience and who is employed or retained by a lawyer, law firm, government legal body or other law-related entity in a capacity or function which involves responsibility for the law library of the entity. An Associate Member is entitled to all privileges of a Regolar Member except the rights to vote and to hold office.
    3. Honorary Member. An Honorary Member shall be a person qualified to be a Regolar Member but who is a member of the judiciary, or a person who is a member of the legal profession and who has been elected as an Honorary Member by the Board. An Honorary Member who is a member of the judiciary is entitled to all rights of a Regolar Member except the right to hold office. An Honorary Member who is not a member of the judiciary is entitled to all the rights of a Regolar Member except the rights to vote and hold office. No Honorary Member shall be obligated to pay dues.
    4. Senior Member. A Senior Member shall be a person who
      1. has been a Regolar Member for at least 25 years;
      2. has reached the age of at least 70 years, or has reached the age of 65 years and has retired from active practice; and
      3. has made a written request to become a Senior Member.

      A Senior Member is entitled to all rights of a Regolar Member except the right to hold office.

    5. Law Student Member. A Law Student Member shall be a person who is enrolled in any accredited law school and who has made a request to be a Law Student Member. A Law Student Member is entitled to all rights of a Regolar Member except the rights to vote and hold office.
    6. The right to hold office as used in this Section 100 means the right to hold any office listed or referred to in Section 300(A).

Section 101. Admission to Membership.

  1. Any person desiring to be a Member (other than an Honorary Member elected by the Board) shall send to the Secretary a signed application in the form approved by the Board demonstrating that the applicant is qualified to be a member of the class of membership desired together with payment of the dues for the current year for that class (if applicable).
  2. The Secretary shall determine whether the applicant is qualified to be a member of the class desired and shall notify the applicant of such determination.
  3. If the Secretary determines that the applicant is so qualified, the applicant shall become a Member as of the date of such determination.
  4. If the Secretary determines that the applicant is not qualified to be a member of the class desired, the applicant may appeal such determination in writing to the Board, whose determination shall be final.
  5. Any former Member who has not been a Member for four years or more shall be treated as a new applicant upon application for membership.

Section 102. Resignation from Membership.

A Member may resign from membership by written resignation directed to the Secretary, but such resignation shall not relieve the Member of any delinquency with respect to the payment of dues. (See Section 500(C) with respect to the power of the Board to waive such delinquency.)

Section 103. Termination of Membership for Non-Payment of Dues.

  1. If a Member's dues have not been paid within 90 days after they become due in any year, the Treasurer shall give the Member notice that the dues are delinquent, which notice shall be accompanied by a copy of this Section 103. If the Member shall fail to pay the delinquency within 60 days after such notice has been mailed to such Member, the Member shall be certified to the Membership Committee as delinquent, and the Member shall be given notice thereof and that his or her membership and all rights and benefits thereof shall ipso facto terminate and the Theodore F. Jenkins Memorial Law Library Company shall be so notified. (See Section 500(C) with respect to the power of the Board to waive any provision of this Section 103.)
  2. Any person whose membership has been terminated hereunder for non-payment of dues shall have the right to immediate reinstatement as a Member at any time during the calendar year in which the termination took place upon the payment of the delinquency. In the event of reinstatement, the Theodore F. Jenkins Memorial Law Library Company shall be promptly notified thereof.
  3. A person whose membership has been terminated for non-payment of dues and not reinstated by payment of the delinquency during the calendar year in which the termination took place may be reinstated by the Secretary at any time after such year, if then qualified, upon payment of the dues for the full current year ( i.e., Section 500(D) shall not apply), and in addition a reinstatement fee equal to the amount of the dues for the full current year, in which event any outstanding delinquency shall be discharged.

Section 104. Expulsion or Suspension of Member.

  1. A Member shall be expelled as a Member upon receipt of notice that the Member has been disbarred from any court of record.
  2. A Member shall be suspended as a Member upon receipt of notice that the Member has been suspended from practice before any court of record. Such suspension as a Member shall continue until such time as (1) the suspension has been lifted by the court that imposed the suspension, and (2) the Board has determined to lift such suspension as a Member.
  3. A Member also may be suspended and/or recommended for expulsion as a Member by majority vote of the Officers for good cause, including, but not limited to, conduct that unreasonably interferes with or disrupts the business of the Association. Any such Member shall be provided with written notice of the decision and the reasons for the suspension and/or recommendation within ten business days.
  4. Any Member suspended pursuant to Section 104(C) may appeal to the Board within ten business days after receiving notice of the decision, by delivering notice of the appeal to the Executive Director by certified mail, return receipt requested, or by receipted hand delivery. Such Member shall be entitled to a reasonable opportunity to be heard by the Board before the appeal is decided. Once the Board decides the appeal, its decision shall be final, with no further right of appeal.
  5. Any Member recommended for expulsion pursuant to Section 104(C) shall have a right to a trial before the Board on reasonable notice and with a reasonable opportunity to be heard. The decision of the Board shall be final, with no further right of appeal.
  6. All proceedings under subsections C, D and E above shall be conducted in accordance with rules promulgated by resolution of the Board.
  7. Any Officer, the Executive Director, or any employee designated by the Executive Director, shall have the authority to use any lawful means to cause the removal of a Member from the Association headquarters or any Association event for good cause, including, but not limited to, conduct that unreasonably interferes with or disrupts the business of the Association.

ARTICLE II - OFFICERS, BOARD, CABINET AND VACANCIES

Section 200. Officers.

The Officers of the Association shall be the Chancellor, Chancellor-Elect, Vice Chancellor, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer.

Section 201. The Chancellor.

The Chancellor shall be the chief executive officer of the Association. The Chancellor shall preside at the meetings of the Association, shall carry out such duties as are required by resolution of the Board or these Bylaws and shall perform such other functions as are appropriate to such office.

Section 202. The Chancellor-Elect.

The Chancellor-Elect shall exercise the powers and perform the duties of the Chancellor in the absence or disability of the Chancellor and shall perform such other functions as may be delegated to the Chancellor-Elect by the Chancellor and as are required by resolution of the Board or by these Bylaws.

Section 203. The Vice Chancellor.

The Vice Chancellor shall exercise the powers and perform the duties of the Chancellor-Elect in the absence or disability of the Chancellor-Elect and shall perform such other functions as may be delegated to the Vice Chancellor by the Chancellor and as are required by resolution of the Board or by these Bylaws.

Section 204. The Secretary.

The Secretary shall give due notice of meetings of the Association addressed to the Members at their addresses on the Association's books, attend the same and keep the minutes thereof. The Secretary shall furnish the Treasurer with the names and addresses of all persons newly accepted to membership and shall be the custodian of the seal and records of the Association. The Secretary shall also maintain the minute book and a roll of the Members, with the dates of their admission to the Bar and of their becoming and ceasing to be Members. The Secretary shall be ex officio Secretary of the Board and shall keep a minute book of its proceedings. The Secretary shall perform such other duties as are appropriate to said office or as are required by resolution of the Board or by these Bylaws.

Section 205. The Treasurer.

The Treasurer shall receive all moneys due to the Association and shall from time to time deposit the same, and the securities of the Association, in such banking institution as the Board shall select. The Treasurer shall make no payments unless authorized to do so by the Board. The Treasurer shall account for all moneys and securities received and for all payments made on behalf of the Association. The Treasurer shall prepare and render to the Board a Treasurer's Report in such form and at such times as the Board shall require. The Treasurer shall monitor the income and expenditures and have general supervision over all financial activities of the Association. The Treasurer shall perform such other duties as are appropriate to such office or as are required by resolution of the Board or by these Bylaws.

Section 206. The Assistant Secretary.

The Assistant Secretary shall exercise the powers and perform the duties of the Secretary in the absence or disability of the Secretary and shall perform such other duties as may be delegated by the Secretary or as required by resolution of the Board or by these Bylaws.

Section 207. The Assistant Treasurer.

The Assistant Treasurer shall exercise the powers and perform the duties of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as may be delegated by the Treasurer or as are required by resolution of the Board or by these Bylaws.

Section 208. The Board.

  1. The members of the Board entitled to vote, shall be
    1. the Officers, all of whom shall serve for a term co-extensive with their respective terms of office;
    2. the immediate past Chancellor;
    3. the immediate past Chair of the Board;
    4. a representative of each Section designated by the Section and then serving as a member of the highest executive body of the Section who shall serve for a term of one year (provided that no such representative shall serve for more than three consecutive one-year terms); the Chair of each Section shall notify the Chair of the Board on or before December 31 of each year of the identity of the person designated by the Section to serve as a member of the Board during the following calendar year as a representative of the Section;
    5. 15 persons elected by the Members as provided in Section 300(A)(1)(c), consisting of three classes of five Members each, who shall serve for a term of three years, one class being elected each year;
    6. three persons appointed by the Chancellor pursuant to Section 208(C), each of whom shall serve for a term of three years, one person being appointed each year;
    7. the Chair and Chair-Elect of the Young Lawyers Division; and
    8. a Dean of one of the accredited area law schools identified on a list established by the Board of Governors, which Dean shall be designated by the Deans of such law schools, in a manner approved by the Board of Governors, to represent the Deans at any number of meetings.
  2. The Chancellor immediately prior to the immediate past Chancellor , the President of the Philadelphia Bar Foundation, the Editor of The Philadelphia Lawyer, the Editor of the Philadelphia Bar Reporter, the Association's delegates to the American Bar Association's House of Delegates, the Association's Zone Governor to the Pennsylvania Bar Association's Board of Governors, and the Presidents of the Philadelphia Association of Paralegals, the Greater Philadelphia Legal Marketing Association and the Philadelphia Legal Secretary's Association shall be entitled to be present and to be heard at all meetings of the Board as ex officio non-voting members of the Board.
  3. On or before January 15 of each year, the Chancellor, upon consideration of the recommendation from the Committee on Diversity in the Profession with respect to such appointment, shall appoint a Member who is a member of a racial minority as a member of the Board, pursuant to Section 208(A)(6).
  4. The Chancellor may also appoint a Member as Counsel to serve at the Chancellor's pleasure as an ex officio non-voting member of the Board.
  5. No member of the Board may designate another person to represent such member at a meeting of, or to cast any vote in the deliberations of, the Board.

Section 209. Eligibility to Office.

  1. A Member shall be eligible to hold the offices of Chancellor, Chancellor-Elect and Vice Chancellor for not more than one term each. A Member shall be eligible to hold the offices of Secretary, Assistant Secretary, Treasurer or Assistant Treasurer for not more than three consecutive one-year terms. A Member shall be eligible to be an elected member of the Board for not more than one consecutive three-year term. A Member may be re-elected to any such office except Vice Chancellor, Chancellor-Elect and Chancellor after a lapse of not less than 11 months from the expiration of the Member's prior term of office. Any term of less than one year pursuant to Section 215(G) shall be excluded from these term limitations.
  2. Only Regular Members shall be eligible to hold office or be a member of the Board.
  3. No Member shall be eligible to seek nomination for, be a candidate for, or hold more than one elected position as an Officer, as an elected member of the Board, or both, at the same time.

Section 210. Procedure; Quorum.

  1. The Board shall, at its first meeting in each calendar year, select from among its members elected by the Members pursuant to Section 300 (A)(1)(c) a Chair of the Board and a Vice Chair of the Board. The first meeting in each calendar year shall be called by the Chancellor and shall be held at such time, place and date as shall be set forth in the notice of the meeting. Subsequent regular meetings of the Board shall be held at such times, places and dates as the Board shall determine. Special meetings may be called by the Chancellor or the Chair of the Board. The person calling the meeting shall fix the time, date and place of the meeting.
  2. Except as otherwise provided by these Bylaws, eighteen (18) members of the Board eligible to vote shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the members of the Board eligible to vote present at a meeting at which a quorum is present shall be the acts of the Board. The members of the Board present at a duly organized meeting can continue to do business until adjournment, notwithstanding the loss of a quorum.
  3. Any action which may be taken at a meeting of the Board may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all the members of the Board entitled to vote and filed with the Secretary.
  4. All matters concerning the conduct of meetings of the Board not provided in these Bylaws shall be determined by the Board from time to time.

Section 211. General Powers of the Board.

  1. The Board shall have general charge of the business and affairs of the Association and shall carry out such other duties as are required by these Bylaws.
  2. Management of the Professional Staff.
    1. The Board shall appoint and may remove the Executive Director with or without cause.
    2. The Executive Director shall be responsible for hiring, setting the organizational structure and compensation for and evaluating the professional staff necessary to carry out the mission of the Association. The compensation for the staff shall be within the personnel budget set by the Board.
    3. All employees of the Association shall be employed at will.
    4. The salary and benefits for the Executive Director shall be set after consultation with and approval by the Chancellor-Elect and Vice Chancellor. Such compensation shall be within the approved annual budget. The Association may enter into an employment agreement with the Executive Director so long as the agreement:
      1. does not exceed two years in duration;
      2. affirmatively maintains an at-will relationship;
      3. does not obligate the Association to any compensation or benefits beyond the Executive Director's last day of employment; and
      4. takes effect in the fiscal year immediately following such approval.
    5. The specific economic terms of all employee compensation, including that in any written contract, need not be published, so long as the Chancellor, Chancellor-Elect and Vice Chancellor are advised of the terms and they are within the approved budget.
    6. In addition to the foregoing concerning employment agreements for then active employees, the Board may authorize post-employment severance or consulting agreements, which may extend and/or be paid out over more than two years. Payments due in any year must be included in that fiscal year's budget.
  3. The Board shall invest and reinvest the funds of the Association as it deems wise. The Board may buy, sell and lease any real or personal property on behalf of the Association, on such terms as it deems best, and authorize any Officer or Officers to execute any instrument required to effectuate the foregoing.
  4. The role of the Committees, Sections and Divisions as set forth in the Bylaws is not intended to and shall not in any way limit the power of the Board to act on any issue.

Section 212. Suspension or Removal of Officers and Board Members.

  1. The Board by vote of two-thirds of its members may suspend any Officer or any member of the Board from his or her respective position, for good cause. Whenever such suspension shall be ordered, a special meeting of the Members shall immediately be called, to be held within 15 days thereafter, at which the Board shall report its action. At such meeting the Members shall have the power to set aside such suspension or to remove such Officer or member of the Board from office, or to impose such other penalty as shall be deemed appropriate.
  2. Notwithstanding the provisions of Section 212(A), the Board may adopt rules governing attendance at its meetings and provide that a member of the Board who fails to comply with such rules shall automatically cease to be a member of the Board and, if also an Officer, cease to hold the office held by such Officer.

Section 213. The Cabinet.

The Cabinet of the Association shall meet at the call of the Chancellor to render such advice and give such assistance as the Chancellor may request. The Cabinet shall consist of the Officers, the Chair of the Board, the Chair of the Young Lawyers Division and such other Members as the Chancellor may appoint. Chancellor appointments serve at the Chancellor's pleasure but, in the event the appointment is of a Member who is not a member of the Board, the appointment shall be subject to approval of the Board. Unless the Chancellor concludes the appointment earlier, all Chancellor appointments expire with the appointing Chancellor's term.

Section 214. Place and Notice of Meetings of the Board and Cabinet.

  1. Meetings of the Board and Cabinet (regular and special) may be held at such place within or without the Commonwealth of Pennsylvania as the Board or Cabinet, as the case may be, may from time to time appoint, or as may be designated in the notice of the meeting.
  2. No written notice of any regular meeting of the Board (other than the first meeting in each year) or of the Cabinet need be given. Written notice of the first meeting of the Board in each year and each special meeting of the Board and the Cabinet specifying the time, place and date of the meeting shall be given to each member of the Board or Cabinet, as the case may be, at least five days (in the case of the first meeting of the Board in each year) and 24 hours (in the case of a special meeting of the Board or Cabinet) before the time set for the meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board or Cabinet need be specified in the written notice of the meeting.
  3. Whenever written notice is required to be given to a member of the Board or Cabinet, whether under the provisions of these Bylaws or otherwise, such notice may be given to the member either personally or by email or by first-class mail, postage prepaid (in the case of the notice of the first meeting of the Board in each year), express mail or courier service, postal or other charges prepaid, or by facsimile transmission (with telephone confirmation that the transmission has been received) to the address or facsimile number supplied by the member to the Association for the purpose of notice. If the notice is given by express mail or courier service (or by first-class mail in the case of the first meeting of the Board in each year), it shall be deemed to have been given when deposited with the courier service for delivery to the member. In the case of facsimile transmission with telephone confirmation that the transmission has been received, notice shall be deemed to have been given when transmitted.

Section 215. Vacancy in Office.

  1. Any vacancy in the office of Chancellor shall be filled by the first available of the following: the Chancellor-Elect, the Vice Chancellor, or an Acting Chancellor appointed by the Board. If such succession by an elected Chancellor-Elect or Vice Chancellor is for a partial term, he or she shall continue to serve as Chancellor for the following one-year term.
  2. Any vacancy in the office of Chancellor-Elect shall be filled by the first available of the following: the Vice Chancellor, or an Acting Chancellor-Elect appointed by the Board. An elected Vice Chancellor who has succeeded to Chancellor-Elect for a partial term under this Section 215(B) shall continue to serve as Chancellor-Elect for the following one-year term if the Chancellor serves an additional term pursuant to Section 215(A).
  3. Any vacancy in the office of Vice Chancellor shall be filled by an Acting Vice Chancellor appointed by the Board.
  4. An Acting Chancellor-Elect or Acting Vice Chancellor appointed by the Board shall not automatically succeed under Section 300 to the office of Chancellor or Chancellor-Elect, respectively. Instead, those offices shall be filled by election at the next Annual Meeting.
  5. Service as Acting Chancellor, Acting Chancellor-Elect or Acting Vice Chancellor by appointment of the Board shall not make such person ineligible under Section 209 for subsequent election as Chancellor, Chancellor-Elect or Vice Chancellor.
  6. In the event of vacancies at the same time in all three of the offices of Chancellor, Chancellor-Elect and Vice Chancellor, the Board shall appoint an Acting Chancellor and may also appoint an Acting Chancellor-Elect or an Acting Chancellor-Elect and an Acting Vice Chancellor. The meeting at which such appointments are made shall be held as soon as practicable. The Board shall select one of its elected members to chair the meeting from among those present who commit not to accept an appointment to any of the vacancies. At the next Annual Meeting, or sooner if the Board calls a special election, the Members shall elect candidates for all three offices. The candidates so elected shall begin their service upon certification of their election. If such service is for a partial term, each such elected candidate shall continue to serve in the same position for the following one-year term.
  7. Any vacancy in the office of Secretary or Treasurer shall be filled by the Assistant Secretary or Assistant Treasurer, respectively, who shall serve until the next Annual Meeting and until a successor is qualified. Any vacancy in the office of Assistant Secretary or Assistant Treasurer, or of an elected member of the Board, shall be filled by appointment of the Board, to serve until the next Annual Meeting and until a successor is qualified.
  8. In the event of a vacancy with respect to a representative of a Section or Division or a member appointed by the Chancellor, the vacancy shall be filled by the Section, Division and the Chancellor, respectively. Each person appointed to fill a vacancy shall serve until the end of the calendar year in which the person is appointed and until such person's successor is elected or designated and qualified.
  9. A person appointed under Section 215(G) to fill the unexpired term of a member of the Board shall be deemed to have been elected by the Members.

Section 216. Pro Bono Requirement.

  1. On or before July 5 of each year, each member of the Board of Governors shall provide written certification to the Assistant Secretary that during the 12-month period ending on June 30 of such year such member has satisfied, in addition to such member's service on the Board of Governors, one of the following:
    1. Has undertaken one new pro bono matter, which shall mean providing professional services at no fee or a reduced fee to persons of limited means or to public service or charitable groups or organizations; or
    2. Is employed on a full-time basis by a public interest organization; or
    3. Has provided alternative support if such member is prohibited from handling a pro bono matter based upon his or her position or is prevented from handling a pro bono matter due to other circumstances. “Alternative support” shall mean service in activities for improving the law, the legal system or the legal profession, or by financial support for organizations that provide legal services to persons of limited means.
  2. On or before July 10 of each year, the Assistant Secretary shall submit to the Board of Governors a list containing the name of each member of the Board of Governors who has not provided the information required by Section 216(A).
  3. On or before July 31 of each year, the Assistant Secretary shall contact the Executive Director of Volunteers for the Indigent Program (“VIP”) and request that VIP make available to each member who has not provided the certification required by Section 216(A), a pro bono matter appropriate for such person's experience and skill.
  4. When each member who had not previously provided certification complies with Section 216(A), he or she shall provide written certification thereof to the Assistant Secretary.
  5. On or before August 31 of each year, any member who has failed to certify to the Assistant Secretary that such member has complied with Section 216(A) shall be referred by the Assistant Secretary to the Board of Governors for consideration of action pursuant to Section 212.

ARTICLE III - MEETINGS OF MEMBERS

Section 300. Annual Meeting.

  1. An Annual Meeting of the Members shall be held on a day designated by the Chancellor during the first two weeks of December of each year at such hour as the Chancellor may designate, for the purpose of
    1. electing the following:
      1. a Vice Chancellor to serve for a term of one year with an automatic annual succession to the offices of Chancellor-Elect and Chancellor, respectively;
      2. a Treasurer, an Assistant Treasurer, a Secretary and an Assistant Secretary, for a term of one year each;
      3. five members of the Board for a term of three years each;
      4. in the event of a vacancy with respect to an elected member of the Board, a person to fill such vacancy for the balance of the term of the member.
    2. voting on such other matters as may properly be submitted to the Members.
  2. Unless otherwise provided by Section 215 hereof, the terms of office of those elected at the Annual Meeting shall begin on the first day of the calendar year immediately following the Annual Meeting.

Section 301. Stated Meetings.

In addition to the Annual Meeting there shall be at least three stated meetings of the Members in each year on such day and at such hour as shall be designated by the Chancellor.

Section 302. Special Meetings.

Special meetings of the Members may be called by the Chancellor at any time and shall be called by the Chancellor on the written request of 100 Members, stating the purpose of the meeting. At special meetings only such business as shall be stated in the call and subjects germane thereto shall be considered.

Section 303. Calls for Meetings.

  1. All calls for meetings of the Members, stated or special, shall set forth the time, place and date of the meeting and shall briefly state the purposes of the meeting and shall be accompanied by either the full text, or a summary, of any matters to be considered.
  2. At least five days before the time fixed for a meeting of the Members, the call and any accompanying reports, or summaries thereof, shall be individually printed and mailed to the Members or be Published, as the Chancellor may direct. (See Section 1100 with respect to the notice requirement for Bylaw amendment.)

Section 304. Quorum at Meetings.

At all meetings of the Members, stated or special, 100 Members shall constitute a quorum. If no quorum is present within a reasonable time after the hour fixed for any meeting, the Members present may fix a time to which the meeting shall stand adjourned.

Section 305. Parliamentary Matters in General.

All matters concerning the conduct of meetings of the Members not provided in these Bylaws shall be determined in accordance with Robert's Rules of Order, as the same may be revised from time to time.

ARTICLE IV - NOMINATIONS AND ELECTIONS

Section 400. Elections Committee; Composition.

  1. There shall be an Elections Committee which shall consist of the Immediate Past Chancellor, who shall serve as Chair, and at least 10 Members, all of whom shall be appointed by the current Chancellor with approval of the Board, reflecting the diversity of the Association. The Secretary shall be an ex officio member of the Elections Committee.
  2. No member of the Elections Committee, other than an ex officio member, may be a candidate for any office of the Association in the year in which such member serves on the Elections Committee.

Section 401. Duties and Procedures of the Elections Committee.

  1. The Elections Committee shall actively seek eligible candidates for the offices and positions to be filled and the Committee shall actively seek and recruit candidates of diverse backgrounds, including those who have been historically underrepresented as officers and members of the Board.
  2. As often as the Committee shall determine, but in any event not less than on three separate days the last of which shall not be less than 60 days prior to the Annual Meeting, the Secretary shall cause a notice to be Published listing the offices to be filled at said Annual Meeting and requesting nominations for such offices.
  3. The Elections Committee shall adopt such rules and procedures as it shall deem appropriate for the conduct of its business to the extent not inconsistent with these Bylaws.
  4. The Elections Committee shall not endorse, evaluate or rank any candidate.

Section 402. Nominating Procedure.

A Member may become a candidate for an office of the Association or for the Board of Governors, by:

  1. Filing with the Secretary, at least 60 days prior to the annual meeting, nominations in writing which, for candidates of the Board, must be signed by at least 25 Members who are entitled to vote; for candidates for Secretary, Treasurer, Assistant Secretary and Assistant Treasurer, shall be signed by at least 35 Members who are entitled to vote; and for candidates for Vice-Chancellor, shall be signed by at least 100 Members who are entitled to vote; and,
  2. Submitting a written authorization, in a form to be provided by the Elections Committee, for the Disciplinary Board to release any record of discipline on such person; and,
  3. Submitting such biographical information as the Elections Committee may reasonably request.

Section 403. Election Forums.

  1. No later than 90 days prior to the Annual Meeting, the Elections Committee shall schedule one or more ‘Election Forums' to allow each candidate for office to make an oral presentation. The forums shall take place within 60 days of the Annual Meeting, after the period for submission of nominating petitions has closed.
  2. The Elections Committee shall set and publish guidelines and procedures for the forums and for the wide dissemination to the Members of the candidates' qualifications and forum presentations.
  3. The Chair of the Elections Committee or designee will preside over the forum(s), which shall be open to the Members.

Section 404. Final Candidates.

The Secretary shall have Published at least 20 days before each Annual Meeting a list of the candidates to be voted upon at such meeting in alphabetical order. In addition, the Secretary shall cause a list of the candidates to be Published one time within seven days prior to the Annual Meeting.

Section 405. Removed

This section has been removed.

Section 406. Voting.

  1. If there is a contest for any office to be filled, reasonable opportunity shall be given for the reception of votes.
  2. The election shall be by
    (1) secret mailed ballot and
    (2) paper ballot or voting machine.
    In addition, Members may vote electronically over the Internet to the extent permitted by law pursuant to procedures established by the Board to preserve the confidentiality of the Member's vote and the integrity of the voting process. Voting machines, if available, shall be preferred for in-person voting, unless there is an election at which there is no contest. The position of the nominee on the ballot shall be determined by lot. The drawing of lots shall be conducted by the Judge of Elections not less than 25 days before the Annual Meeting in the presence of the nominees and/or their representatives. The form of the ballot shall be prescribed by the Board. A ballot shall be sent by the Association by mail to every Association member eligible to vote at least two weeks prior to the date set for the Annual Meeting. A mailed ballot shall not be counted unless it has been received at the office of the Association no later than 10:00 a.m. three business days prior to the date set for the Annual Meeting and in such manner as to preserve the confidentiality of the Member's vote. The Judge of Elections shall announce the results of the election after the polls have closed.
  3. If any position to be filled in an election is uncontested after the close of nominations, the name of the candidate shall not appear on the ballot and the Secretary shall cast a unanimous ballot in favor of such nominee.
  4. The polls shall be open for voting on the day of the Annual Meeting at such times and places as shall be determined by the Chancellor in consultation with the Board.

Section 407. Appointment of Election Officials; Report.

If there is more than one nominee for any office, the Chancellor shall appoint from among the Members, with the consent of the Board, a Judge of Elections and at least two tellers. The Judge of Elections shall have the power to resolve any dispute regarding the validity of any vote cast, and the Judge's decision shall be final and binding on all parties. The report of the Judge and tellers as to the results of the election shall be made to the Chancellor, who shall forthwith cause the names of those elected to be Published.

Section 408. Voting Qualifications.

If a Member is delinquent in the payment of dues, including those of the then current year, such Member shall not be entitled to vote at the Annual Election. A Member who cures such delinquency at any time prior to voting shall be eligible to vote.

ARTICLE V - DUES AND OTHER FINANCIAL AFFAIRS; INDEMNIFICATION

Section 500. Dues; Amount.

  1. (1) Except as set forth in Section 500(A)(2) below, Regular Members shall pay the following annual dues, determined by their status on January 1 of each year:
    Admitted less than two full years -- $92.00
    Admitted two full years or more but less than four full years -- $186.00
    Admitted four full years or more but less than ten full years -- $329.00
    Admitted ten full years or more -- $383.00

    (2) Regular Members who work for governmental and public service agencies shall pay the following annual dues, determined by their status on January 1 of each year:

    Admitted less than two full years -- $54.00
    Admitted two full years or more but less than four full years -- $88.00
    Admitted four full years or more but less than ten full years -- $163.00
    Admitted ten full years or more -- $220.00

    For purposes of this Section 500(A), the period of a Member's admission shall be calculated from the date on which the Member was first admitted to practice before any court of record.

  2. Members, except Regular Members, shall pay the following annual dues:

    Associate Members who maintain their office or principal practice of law in Bucks, Chester, Delaware or Montgomery Counties, Pennsylvania, or Camden County, New Jersey -- $171.00
    Associate Members who qualify under Section 100(A)(2)(a) -- $171.00
    Associate Members who qualify under Section 100(A)(2)(b) -- $65.00
    Other Associate Members who qualify under Section 100(A)(2)(c) or (d) -- $128.00
    Senior Members -- $52.00
    Law Student Members -- $22.00
  3. The Board may provide for the waiver of part or all of the dues of a Member or applicant for membership or any provision of Section 103(A), if it is determined that there are special circumstances.
  4. The first year's dues for any person becoming a new Member after June 30 of any year shall be adjusted in accordance with the following schedule:

    1. first year's dues shall be one-half of the annual dues if membership commences on or after July 1, and on or before September 30;
    2. if membership commences on or after October 1, payment of the full dues for that calendar year shall constitute payment of the dues for the balance of that calendar year and for the next calendar year.

    This Section 500(D) shall not apply to persons whose memberships are reinstated under Section 103(C) unless the Board specifically so provides in connection with such reinstatement. This Section 500(D) shall not be applied so as to result in a refund of any dues paid by any person whose class of membership is changed in any calendar year.

    The Board shall have the power, from time to time but in no event more than once in each calendar year, to increase or decrease any category of dues set forth in Sections 500(A) and 500(B) of this Section 500, provided that in no event shall any category of dues be increased by more than 15 percent in any one year, and such action by the Board shall ipso facto work as an amendment of these Bylaws.

Section 501. Dues; When Payable.

Dues shall be payable annually in advance on or before January 1 of each year. The Association shall send a written notice to each Member prior to January 1 of each year stating that dues for that year are then payable, and setting forth the arrearages of dues, if any.

Section 502. Fiscal Year and Annual Budget.

The fiscal year of the Association shall be the calendar year. Prior to the commencement of each fiscal year, the Board shall adopt an Operating Budget ("Budget") setting forth anticipated income and expenditures for the year. A summary of the Budget shall be Published prior to January 31 of the applicable fiscal year. During the fiscal year, the Board may authorize additional expenditures in excess of the adopted Budget, provided that no single expenditure may exceed five percent of the total of the adopted Budget unless such expenditure is first approved at a meeting of the Members or in a secret ballot referendum vote in accordance with the requirements of Section 1100(B).

Section 503. Audits.

The accounts of the Treasurer, covering all moneys, investments and other property of the Association, shall be audited annually or at such other times and in such manner as may be deemed appropriate by the Board, and a report thereof and of the financial condition of the Association shall be presented to the Board and shall be available for inspection by any Member at the office of the Association.

Section 504. Indemnification and Limitation of Liability.

  1. Limitation of Liability: To the fullest extent permitted by Pennsylvania law, as then in effect, a member of the Board shall not be personally liable for any action taken or for any failure to take action as an Officer or as a member of the Board. The foregoing limitation of liability shall be retroactive to the fullest extent permitted by law.
  2. Indemnification:
    1. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether by or in the right of the Association) by reason of the fact that the person is or was an Officer or a member of the Board or is or was serving at the request of the Association as an officer, director or representative of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding. Indemnification shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
    2. Representatives of the Association. The Association may, at the discretion of, and to the extent and for such persons as determined by the Board, indemnify any person who neither is nor was an Officer or member of the Board but who is or was a party or has threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative (and whether by or in the right of the Association) by reason of the fact that the person is or was a representative of the Association, against expenses (including attorney's fees), judgments, fines and amount paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.
    3. Advancement of Costs. In the case of any person indemnified by the Association, the Association shall pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Association.

Section 505. Reserve Funds.

The Board shall establish one or more reserve funds for such purposes as it determines. The reserve funds, and the income earned thereon, shall be restricted to the purposes for which they were established, except as otherwise provided by the Board.

ARTICLE VI - JUDICIAL SELECTION

Section 600. Policy Concerning Judicial Selection, Retention and Evaluation.

The Association shall

  1. recommend and actively support for judicial office individuals who, by their character, temperament and professional distinction, have demonstrated their qualifications for judicial office;
  2. oppose the selection for or retention in judicial office of individuals who have not demonstrated such qualifications;
  3. recruit and induce individuals most qualified for judicial office to accept appointment or stand for election to such office;
  4. exclude political considerations from the evaluation of individuals for retention and selection of individuals for judicial office;
  5. actively support constitutional reform for merit selection of judges; and
  6. conduct periodic interim evaluations with regard to the performance of members of the judiciary.

Section 601. Courts Within Scope of Association's Concern.

  1. The Association shall be concerned with judges of, and judicial candidates for, the Court of Common Pleas of Philadelphia County and the Philadelphia Municipal Court.
  2. The Association may be concerned with judges of, and judicial candidates for, the Supreme, Superior and Commonwealth Courts of Pennsylvania; the United States District Court for the Eastern District of Pennsylvania; the United States Court of Appeals for the Third Circuit, and any other court for which an individual is being considered, or for which the Board deems it appropriate.

Section 602. Commission on Judicial Selection and Retention; Quorum; Chair; Vice Chair; Vacancies.

  1. The Commission shall implement the policies of the Association set forth in Section 600.
  2. The Commission shall consist of 30 persons, each of whom shall be entitled to vote, as follows:
    1. Ex officio Members: the Chancellor; the Chancellor-Elect; the Vice Chancellor; the District Attorney of Philadelphia; the City Solicitor of the City of Philadelphia; the Chief Defender of the Defender Association of Philadelphia; the United States Attorney for the Eastern District of Pennsylvania; either the Chair or the Executive Director of Community Legal Services as designated by its Board; the Chair of the Criminal Justice Section; the Chair of the Young Lawyers Division; the Chair of the Family Law Section; the Chair of the Probate and Trust Section; the Chair of the State Civil Litigation Section; the Chair of the Women's Rights Committee; the Chair of the Municipal Court Committee; the President Judge of the Court of Common Pleas of Philadelphia County; the President Judge of the Philadelphia Municipal Court; the President of the Barristers' Association of Philadelphia; the President of the Hispanic Bar Association of Pennsylvania; and the President of the Asian-American Bar Association of the Delaware Valley.
    2. Members of the Association: four individuals who are Regular Members of recognized standing, judgment and independence, one of whom shall be appointed by the Chancellor each year, with the approval of the Board, to serve for a term of four years each, one term expiring on December 31 each year, with a limitation of two consecutive four-year terms. Thereafter, the member shall be eligible for reappointment to the Commission after a lapse of 11 months from the expiration of the member's term. The Chancellor, on or before January 15 of each year, shall appoint with the approval of the Board, the successor to the lawyer member whose term expired on December 31 of the previous year.
    3. Non-Members of the Bar: four persons who are not members of the Bar, two of whom shall be appointed by the Chancellor each year, with the approval of the Board, to serve for terms of one year and two of whom shall serve for a term of two years each, one term expiring on December 31 each year, with no limitation on the number of terms. Such persons shall be selected from the public at large and be persons of recognized standing, judgment and independence, who have demonstrated their interest in the administration of justice in Philadelphia. The Chancellor, on or before January 15 of each year, shall appoint, with the approval of the Board, the successors of the members appointed pursuant to this Section 602(B)(3) whose terms expired on December 31 of the previous year.
    4. Member of the Board of the Philadelphia Trial Lawyers Association: a member of the Board of the Philadelphia Trial Lawyers Association as designated by its Board, to serve for a term of two years, with a limitation of three consecutive two-year terms. Thereafter, the member shall be eligible for reappointment to the Commission after a lapse of 11 months from the expiration of the member's term.
    5. Member of the Board of the Philadelphia Association of Defense Counsel: a member of the Board of the Philadelphia Association of Defense Counsel as designated by its Board, to serve for a term of two years, with a limitation of three consecutive two-year terms. Thereafter, the member shall be eligible for reappointment to the Commission after a lapse of 11 months from the expiration of the member's term.
  3. The following shall be the quorum requirements for meetings of the Commission:
    1. Quorum: For the transaction of business other than that of determining whether a candidate is recommended for judicial office, a majority in number of the members of the Commission shall constitute a quorum. Notwithstanding the loss of a quorum, the members of the Commission present at a duly organized meeting can continue to do business until adjournment.
    2. Super Quorum: For determining whether a candidate is recommended for judicial office, the quorum requirement shall be increased to that number set by the Commission, and the vote of a majority plus one of the members of the Commission present at a meeting at which a super quorum remains present and voting shall constitute the acts of the Commission.
  4. The Chair of the Commission shall be a Regular Member and shall be named by the Chancellor on or before January 15 of each year to serve for a term coincident with the Chancellor's term, but no person shall serve as Chair for more than three years in succession. The Vice Chair of the Commission shall be a Regular Member and shall be named by the Chancellor-Elect on or before January 15 of each year to serve for a term coincident with the Chancellor-Elect's term, but no person shall serve as Vice Chair for more than three years in succession. No person shall be appointed as a Chair or Vice Chair without having first served during a judicial election year as either a commission member or as a trained investigator in the Commission's Investigative Division.
  5. Vacancies in the appointed members of the Commission shall be filled by appointment of the Chancellor, with the approval of the Board.

Section 603. Duties of the Commission.

The Commission will have the following responsibilities:

  1. Judicial Appointment and Election.
    1. Whenever an individual (other than an incumbent judge) is under consideration for appointment or election to a vacancy in judicial office in a court set forth in Section 601(A), the Commission shall investigate the qualifications of such person to hold such office and make such recommendations with regard thereto as may be appropriate, including recommendations to the public when an election is involved and to the legislature if confirmation of an appointment is required.
    2. Whenever an incumbent judge is under consideration for appointment to a vacancy in judicial office in a court set forth in Section 601(A), the Commission shall investigate the qualifications of such judge, including the taking of a poll if considered desirable by the Commission, and make recommendations with regard thereto as may be appropriate.
    3. Whenever an individual is under consideration for a vacancy in judicial office in a court set forth in Section 601(B), the Commission may, but shall not be required to, investigate the qualifications of such person for such office and make such recommendations with regard thereto as may be appropriate, including recommendations to the public when an election is involved and to the legislature if confirmation of an appointment is required.
    4. The Commission shall not make a favorable recommendation with respect to any candidate for judicial office, including a candidate seeking retention, who fails to waive generally all claims of confidentiality the candidate may have, or had, with regard to any documents, information or files concerning matters before the Disciplinary Board of the Supreme Court of Pennsylvania, the Judicial Inquiry and Review Board or any other similar body having jurisdiction over such candidate.
  2. Incumbent Judges -- Retention or Election.
    1. The Commission shall conduct an evaluation of the performance of any incumbent judge who seeks retention in or election to a court with which the Association is concerned and shall Publish its report as to whether such person is recommended for retention in or election to such judicial office. The Commission may conduct an evaluation of the performance of any incumbent judge who seeks retention in or election to a court with which the Association may be concerned and shall Publish its report as to whether such person is recommended for retention in or election to such judicial office. As part of its evaluation and prior to issuing its report, the Commission shall conduct a poll of all members of the Philadelphia Bar concerning pertinent aspects of the performance of such incumbent judge, except in any case in which the judge has held office for an insufficient period of time, as determined by the Commission, for a meaningful poll to be conducted. The results of such poll, which shall be Published with the Commission's findings, shall be considered by the Commission along with all other information which shall come before the Commission in its investigation and consideration of the qualifications of the candidate.
    2. In order for an incumbent judge to be found recommended by the Commission for retention, such judge must commit to the Association in writing that, unless the Commission determines the judge faces active opposition, the judge will not, directly or indirectly, solicit contributions for his or her campaign from members of the Bar.
  3. Interim Evaluation. The Commission may carry out interim evaluations of the judicial performance of judges of courts with which the Association is concerned and shall communicate and/or Publish the reports of such evaluations as the Commission in its discretion deems advisable. The manner and frequency of such interim evaluations shall be determined by the Commission.
  4. Merit Selection. The Commission may coordinate the efforts of the Association to achieve merit selection of judges through amendment to the Constitution of Pennsylvania and other appropriate means.
  5. Rules and Regulations. The Commission may adopt rules and regulations to govern its procedures, not inconsistent with these Bylaws.

Section 604. Duty of Fidelity; Breach; Removal; Disqualification.

  1. No member of the Commission shall in any way make known the members' intention to vote for or against any person to be considered by the Commission prior to the time of the meeting at which the vote on that candidate shall be cast.
  2. Except as provided in this Article, any action taken by the Commission and any discussions or statements made at a Commission meeting pertaining to the qualifications of any person whose name has been submitted to or has been considered by the Commission shall be confidential and shall not be disclosed.
  3. Any member making any commitment or disclosure in violation of this Section 604 may be removed by the other members of the Commission. Any member so removed shall have a right of appeal to the Board by filing an appeal with the Secretary within 30 days following such removal, but the appeal shall be restricted to the factual question whether the member made the commitment or disclosure. If the Board finds that the member did make the commitment or disclosure, the Board shall not reverse the action of the Commission. The action of the Commission in making such removal shall not be stayed by reason of the pendency of an appeal. The decision of the Commission shall be final unless appealed to the Board, and the decision of the Board shall be final and binding on all parties, with no further right of appeal.
  4. No person who is seeking or being considered for appointment, retention in or election to any judicial or any other public office shall be eligible for appointment as a member of the Commission. With the exception of the President Judge of the Court of Common Pleas of Philadelphia County and the President Judge of the Philadelphia Municipal Court (each hereinafter called "a judiciary member of the Commission"), any member of the Commission who is seeking or being considered for appointment, retention in or election to any judicial office, or who authorizes the Commission to consider the member's qualifications for judicial office, shall forthwith cease to be a member of the Commission and shall be ineligible for membership on the Commission for a period of two years thereafter. Any member of the Commission who becomes a candidate for any elective public office other than a judicial office shall forthwith cease to be a member of the Commission and shall be ineligible for membership on the Commission until the conclusion of the member's candidacy for public office. A judiciary member of the Commission shall remain a member of the Commission even though seeking or being considered for appointment or election to, or retention in, a judicial office, but in such event such judiciary member of the Commission shall be disqualified from voting or participating in Commission deliberations respecting such judicial office. An alternate member of the Commission appointed by an organization or agency pursuant to Section 602(B)(1) shall be disqualified from voting or participating in Commission deliberations respecting a judicial office being sought by the ex officio member such person has replaced.

Section 605. Cooperation with Pennsylvania and American Bar Associations.

In the case of any vacancy in a federal court or in the Supreme, Superior or Commonwealth Courts of Pennsylvania, the Commission shall, insofar as possible, cooperate with the Standing Committee on the Federal Judiciary of the American Bar Association and the Judiciary Committee of the Pennsylvania Bar Association, respectively, and may report to one or both committees any action taken or matters discussed by the Commission.

Section 606. Vacancies.

  1. Except as provided in Sections 606(B) and 606(C) below, if an ex officio member of the Commission ceases to be a member of the Commission by reason of the application of Section 604(D) hereof, the highest executive body of the organization or agency he or she represents shall designate a member of the highest executive body of the organization or agency as an alternate to serve as an ex officio member of the Commission in such member's stead until the earlier of (i) the date the term of the ex officio member who ceased to be a member of the Commission expires and a successor for the ex officio member who ceased to be a member of the Commission has been selected by the highest executive body of the organization or agency, or (ii) the date the ex officio member who ceased to be a member of the Commission again becomes eligible for membership.
  2. If the Chair of the Women's Rights Committee or the Municipal Court Committee ceases to be a member of the Commission by reason of the application of Section 604(D), the vacancy shall be filled by appointment of the Chancellor.
  3. If the District Attorney of Philadelphia, the Chief Defender of the Defender Association of Philadelphia, the United States Attorney for the Eastern District of Pennsylvania, or the Chair or the Executive Director of Community Legal Services as designated by its Board ceases to be a member of the Commission by reason of the application of Section 604(D), the entity or organization shall designate an alternate representative of appropriate rank and seniority by whatever means the entity or organization deems appropriate.
  4. In the event that a vacancy occurs in any of the ex officio appointments to the Commission, which vacancy cannot be filled according to the provisions of Section 606 (A)(B) or (C), the Chancellor shall appoint a replacement member of the Commission who will serve for a term of three years or until the vacancy can be filled according to the procedures in Section 606 (A)(B) or (C), whichever time period is shorter.

ARTICLE VII - COMMITTEES

Section 700. Standing Committees.

  1. The Standing Committees of the Association shall be the committees designated by the Board as Standing Committees.
  2. The names and descriptions of the Standing Committees shall be listed in a Register of Committees.

Section 701. Composition and Appointment of Standing Committees.

  1. Except as otherwise provided in these Bylaws, all members of Standing Committees shall be Members. Such committee members shall be appointed by the Chancellor during the term of the Chancellor to serve for a term concurrent with the Chancellor's term or until their successors are appointed.
  2. The Chairs of Standing Committees shall be named by the Chancellor on or before January 15 of the Chancellor's term to serve for a term concurrent with the Chancellor's term or until their successors are appointed. The Chancellor, Chancellor-Elect and Vice Chancellor shall be ex officio voting members of such committees. Except as otherwise provided, vacancies in the Chair of a Standing Committee shall be filled by appointment of the Chancellor.
  3. Where the Chancellor deems the same to be in the best interests of the Association, and subject to the provisions of this Section 701 as well as the other provisions of the Bylaws, the Chancellor may appoint one or more non-lawyers to serve as members of any Standing Committee except that, unless otherwise approved by the Board, (1) any one Standing Committee may have no more than five or no greater than one-third of its members, whichever is less, who are non-lawyers, and (2) no non-lawyer may be Chair of any Standing Committee.

Section 702. Special and Ad Hoc Committees.

  1. Committees other than Standing Committees may be created as the Board or the Chancellor may direct. The Chancellor, Chancellor-Elect and Vice Chancellor shall be ex officio voting members of each such Special Committee or Ad Hoc Committee. The term Ad Hoc Committees shall include Task Forces.
  2. Where the Chancellor deems the same to be in the best interests of the Association, the Chancellor may appoint one or more non-lawyers to serve as members of any Special Committee or Ad Hoc Committee except that, unless otherwise approved by the Board, no non-lawyer may be Chair of any Special Committee or Ad Hoc Committee unless there is a Co-Chair of such Special Committee or Ad Hoc Committee who is a Member.
  3. Except as otherwise provided, vacancies in the Chair of a Special Committee or Ad Hoc Committee shall be filled by appointment of the Chancellor.
  4. The names and descriptions of the Special Committee and Ad Hoc Committee shall be listed in a Register of Committees.

Section 703. Register of Committees.

The Secretary shall maintain a Register of Committees which shall include the names and descriptions of the Standing, Special and Ad Hoc Committees. The Register of Committees shall be published annually.

Section 704. Committee Meetings.

  1. Each Committee shall meet from time to time at the call of the Chair thereof, and it shall be the duty of the Chair to call a meeting upon the written request of a majority of the members of the Committee or of the Chancellor.
  2. At the discretion of the Chancellor or the Chair of the Standing Committee affected, notice of a meeting or meetings of a Standing Committee may be given in such manner and to such persons, whether or not members of the Standing Committee or of the Association, as deemed to be in the best interests of the Association.

Section 705. Committee Procedures; Reports.

  1. Except as otherwise provided herein, all Committees shall fix their regular time and place of meeting, may provide that a number less than a majority of the Committee shall constitute a quorum thereof, and shall have the general power to adopt regulations for their own government and course of procedure not inconsistent with the Charter, Bylaws and resolutions of the Association.
  2. No Committee shall undertake any activity involving the expenditure of funds unless first authorized by the Board.
  3. At such time or times as the Chancellor or Board shall determine, the Chair of each Committee shall transmit a report of its activities to the Chancellor and/or the Board.
  4. Committees charged with acting on behalf of the Association or with representing its views shall do so subject to Section 1002 of these Bylaws.

Section 706. Effect of Excessive Absence.

Subject to the exercise of the discretion of the Chancellor, any appointed member of a Committee who, after due notice, is absent without excuse from three successive Committee meetings shall, upon written request of the Chair of the Committee to the Chancellor, cease to be a member of the Committee; the member's name shall be removed forthwith from any roster of the Committee maintained by the Association, and the vacancy thereby occasioned shall be filled as in the case of other vacancies.

ARTICLE VIII - DIVISIONS

Section 800. Divisions; Additional Divisions.

  1. The Divisions of the Association shall be as set forth in this Article.
  2. Additional Divisions may be established by amendment of these bylaws as provided in Section 1100. The establishing bylaw shall identify the membership or subject matter of the Division, which shall not be a recognized area of substantive or procedural law or the practice thereof.

Section 801. Combination, Change of Name or Discontinuance of Divisions.

The Board may change the name of, combine or discontinue any Division or Divisions.

Section 802. Membership of Divisions.

  1. All members of Divisions shall be Members except as set forth in Section 802(B) hereof, and any Member may be a member of any one or more Divisions.
  2. Any Division may permit one or more non-lawyers to serve as members of the Division or any committee thereof, and unless otherwise approved by the Board no non-lawyer may be an officer of any Division.

Section 803. Division Organization and Procedures; Reports.

  1. Each Division shall adopt such bylaws and other regulations for its organization, governance and conduct of its business as it deems appropriate, not inconsistent with the Charter, Bylaws and resolutions of the Board.
  2. The officers of each Division shall be the Chair, Secretary, Treasurer and such other officers as are provided in its bylaws. In lieu of a Chair, a Division may have two or more Co-Chairs, in which case any reference to the "Chair" of a Division in these Bylaws shall refer to any Co-Chair, as determined by the Division.
  3. No Division may assess dues on its members unless first authorized by the Board.
  4. There shall be no expenditure by the Division of funds not obtained through the Bar Association's budget process unless first authorized by the Board.
  5. At such time or times as the Chancellor or Board shall determine, the Chair of each Division shall transmit a report of its activities to the Chancellor and/or the Board.

Section 804. Division Meetings.

All Divisions shall meet from time to time at the call of the Chair thereof, and it shall be the duty of the Chair thereof to call a meeting upon the written request of the Chancellor or of any 25 members of the Division.

Section 805. The Young Lawyers Division

  1. The Young Lawyers Division shall consist of all Regular Members
    1. who are under 37 years of age, or;
    2. regardless of age, whose third anniversary of their first admission to the Bar of any state has not yet occurred.
  2. Membership of a Regular Member in the Division shall terminate automatically at the end of the calendar year during which a Member no longer fulfills either of the requirements set forth in Section 805(A) above, or at such earlier time as the Member ceases to be a Regular Member.

ARTICLE IX - SECTIONS

Section 900. Sections; Additional Sections.

  1. The Sections of the Association shall be as set forth in this Article.
  2. Additional Sections may be established by amendment of these bylaws as provided in Section 1100 upon petition to the Board signed by 50 or more Members whose principal practice or interest shall be within the contemplated jurisdiction of the Section. The petition shall state the contemplated jurisdiction of the Section, which shall be a recognized area of substantive or procedural law or the practice thereof, and which shall not be in substantial conflict with the jurisdiction of any Standing or Special Committee that will continue after the Section is established.

Section 901. Combination, Change of Name or Discontinuance of Sections.

The Board may change the name of, combine or discontinue any Section or Sections.

Section 902. Membership of Sections.

  1. All members of Sections shall be Members except as set forth in Section 902(B) hereof, and any Member may be a member of any one or more Sections.
  2. Any Section may permit one or more non-lawyers to serve as members of the Section or any committee thereof, except that unless otherwise approved by the Board no more than 10 percent of the members of any Section may be non-lawyers, and no non-lawyer may be an officer of any Section. This provision shall not be construed to prevent any other cooperation and affiliation, with the approval of the Board, between Sections and non-member groups for the purpose of furthering the work of the Sections and the objectives of the Association.

Section 903. Section Organization and Procedures; Reports.

  1. Each Section shall adopt such bylaws and other regulations for its organization, governance and conduct of its business as it deems appropriate, not inconsistent with the Charter, Bylaws and resolutions of the Board.
  2. The officers of each Section shall be the Chair, Vice Chair, Secretary, Treasurer and such other officers as are provided in its bylaws. In lieu of a Chair and Vice Chair a Section may have two or more Co-Chairs, in which case any reference to the "Chair" of a Section in these Bylaws shall refer to any Co-Chair, as determined by the Section.
  3. Subject to the approval of the Board, each Section may assess dues on its members in such amounts as the Section shall determine.
  4. There shall be no expenditure by the Sections of funds not raised through assessment of Section dues unless first authorized by the Board.
  5. At such time or times as the Chancellor or Board shall determine, the Chair of each Section shall transmit a report of its activities to the Chancellor and/or the Board.

Section 904. Section Meetings.

All Sections shall meet from time to time at the call of the Chair thereof, and it shall be the duty of the Chair thereof to call a meeting upon the written request of the Chancellor or of any 10 members of the Section.

The Business Law Section shall promote the objectives of the Association within the field of corporation, banking and business law, and, to that end, shall advance the development of the law and the further and continuing education of the Philadelphia Bar within such field in all its branches, shall formulate and extend the study of such field of law, and shall cooperate in obtaining uniformity with respect to both legislation and administration in all matters within such field.

Section 906. The Tax Section.

The Tax Section shall study and make appropriate recommendations to the appropriate legislative, executive, administrative or judicial authority with respect to any present or proposed law, regulation, ruling or procedure relating to federal, state or local taxation.

Section 907. The Probate and Trust Law Section.

The Probate and Trust Law Section shall promote the objectives of the Association within the field of probate and trust law and the further and continuing education of the Philadelphia Bar within that field in all its branches, shall formulate and extend the study of that field of law, shall cooperate in attaining uniformity with respect to both legislation and administration in all matters within that field, and shall simplify and improve the application of justice in that field.

Section 908. The Family Law Section.

The Family Law Section shall study and submit resolutions concerning the laws, local and statewide rules of procedure, administrative regulations and forms and procedures governing marriage, divorce, adoption, support, custody, property division, dependency, juveniles, protection from abuse, paternity and other subjects related to family law. The Section shall work with the Family Court of Philadelphia to develop and implement policy and rules, shall provide the members of the Section and the Bench with continuing legal education, shall encourage an atmosphere of civility, sensitivity and camaraderie among the members of the Bench and Bar, and shall work to improve the delivery of legal services, administration of justice and public perception of the family law system.

Section 909. The Criminal Justice Section.

The Criminal Justice Section shall study and make recommendations concerning criminal law and procedure. The Section shall cooperate in the improvement of criminal law enforcement in the City of Philadelphia and with the personnel charged with the same. The Section, on behalf of the Association, shall from time to time meet with judges, public officials, law enforcement, officers and others for the purpose of submitting to them and discussing with them plans for improvements or changes in criminal law and in the administration of criminal justice. The Section shall consider and report upon any such improvements or changes as may be referred to it by the Association and shall take such action as may be appropriate in support of or in opposition to such improvements or changes. When so directed by the Association, or by the Board, the Section shall advocate or oppose, in the name of the Association, particular suggested changes in rules of court or in the Federal or Pennsylvania Rules of Criminal Procedure.

Section 910. The Real Property Section.

The Real Property Section shall promote the objectives of the Association within the field of real property law by discussing, studying and suggesting improvements in applicable laws, practices and procedures. The Section shall also assist in the formulation of continuing legal education programs and materials. The Section shall serve as a forum for communicating information to its members on current developments and trends in real property law and provide them with an opportunity to network and develop relationships with other lawyers and professionals in the real estate industry.

Section 911. The Public Interest Section.

The Public Interest Section shall promote the interests of the Members who address the legal needs and rights of the poor, minorities, victims of abuse, persons with disabilities, the homeless and other disadvantaged populations. The Section shall provide a forum for the Bar to work together on issues of mutual concern that affect the public interest, to provide continuing legal education to its members, and to educate and involve the entire Bar in issues affecting the public interest. In addition to other committees created by the Public Interest Section, there shall be three standing committees: a Civil Rights Committee, a Delivery of Legal Services Committee, and a Women's Rights Committee of the Public Interest Section. The Chancellor, Chancellor-Elect and Vice Chancellor shall be ex officio voting members of the standing committees. The Chairs of all committees of the Public Interest Section shall be named by the Chancellor on or before January 15 of the Chancellor's term to serve for a term concurrent with the Chancellor's term or until their successors are appointed.

Section 912. The Workers' Compensation Section.

The Workers' Compensation Section shall promote the objectives of the Philadelphia Bar Association within the field of the workers' compensation law. The Section shall advance the development of the law and assist in the formulation of continuing education. The Section shall seek to attain uniformity with respect to both legislation and administration in all matters within its field.

Section 913. The State Civil Litigation Section.

The State Civil Litigation Section shall promote the objectives of the Philadelphia Bar Association within the field of state civil litigation and, to that end: advance the development of the law and the further and continuing education of the Philadelphia bar within this field in all its branches; formulate and extend the study of this field of law; cooperate in attaining uniformity with respect to both legislation and administration in all matters within the field; cooperate with judicial, legislative and administrative bodies and other constituents of the organized bar to further these activities; suggest improvements in applicable laws, practices and procedures; and simplify and improve the application of justice in this field, all in conformity with the Charter and Bylaws of the Philadelphia Bar Association as at the time in effect.

ARTICLE X - PUBLICATIONS AND OTHER REPRESENTATION OF THE ASSOCIATION

Section 1000. Official Publications.

The official publications of this Association shall be The Philadelphia Lawyer, the Philadelphia Bar Reporter and The Legal Directory and such other publications as the Board shall, from time to time, establish. They shall be published at such times as the Board may direct and shall contain a statement that the publication of matter therein does not necessarily imply endorsement thereof either by the Association or by the editors of the publications.

Section 1001. Administration of Official Publications.

The Editorial Boards of each official publication shall consist of Members of the Association appointed by either the Chancellor or by a majority of the membership of the publication's Editorial Board, upon demonstration by the appointee of a commitment to the goals of the publication. All initial appointments shall be approved by the Board of Governors prior to the individual beginning service as a member of the Editorial Board. The members of each Editorial Board shall serve for three-year terms, with all terms ending on December 31. The term of all initial appointments shall end on December 31 of the third year following their appointment, e.g., the term of a member appointed in June 2007 would end on December 31, 2009. Upon the expiration of a member's three-year term, the member's appointment shall be renewed for successive terms only upon approval by a majority of the membership of the respective publication's Editorial Board and approval thereafter by the Board of Governors. Current members of the Editorial Board shall complete their present terms and thereafter be subject to the terms contained herein. The internal operating procedures and manner of selection of the Editor of each official publication shall be established by majority vote of all members of the publication's Editorial Board then in office.

Section 1002. Representation of the Association, Committees and Sections; Press Releases.

No Member, Committee, Section, Division, Officer or Board member shall speak or purport to speak for the Association or for the Board, any Committee, Section or Division except as otherwise specifically provided in this Section 1002:

  1. The Board may expressly authorize a Member or class of Members to speak for the Association on a specified subject, goal, policy or matter.
  2. The Chancellor shall be the principal spokesperson of the Association. The Chancellor shall have authority to speak for the Association
    1. in furtherance of any action or position taken by the Board or by the Association; and
    2. on other matters, when not in conflict with a previously adopted policy of the Association whether expressed by the Board or by resolution duly passed by the Members. The Chancellor may delegate such authority to another Member when the Chancellor may be unavailable or when the Chancellor concludes that having such person speak for the Association will best serve the goal, position or result desired.
  3. The Association's ABA Delegates and Zone Governor to the Pennsylvania Bar Association's Board of Governors may speak for the Association in order to carry out their duties, as directed by the Chancellor or the Board, or in the absence of such direction, as they deem appropriate to advance the interests of the Association.
  4. The Chancellor shall have the right, in the Chancellor's discretion, to grant to a Committee, Section or Division of the Association the right to speak or present a statement on matters within its primary or special expertise and jurisdiction subject to the following conditions:
    1. The statement must not be in conflict with previously adopted policy of the Association as defined above and must have been authorized by the Committee, Section or Division; and
    2. The statement must make it clear that it is being presented only on behalf of the Committee or Section or Division and that such statement does not necessarily represent the views of the Association.
  5. All rights of the Chancellor under this Section shall, in the event the Chancellor is unavailable, be exercised by the first of the following Officers who shall be available: Chancellor-Elect, Vice Chancellor, Chair of the Board, or Vice Chair of the Board.

ARTICLE XI - PROCEDURE FOR AMENDING BYLAWS

Section 1100. Substantive Bylaw Amendments.

  1. Except as provided in Section 1102 hereof, amendment of these Bylaws may be initiated by submission of an amendment to the Members after either:
    1. the Board shall first have approved the amendment and its submission to the Members; or
    2. upon receipt by the Board of a petition signed by at least 200 Members requesting the submission of a bylaw amendment to the Members.
  2. Any such proposed amendment shall be submitted to the Members after the text of the proposed amendment shall have been published on three occasions with the last publication at least 20 days prior to action by the Members thereon. The proposed amendment shall become a bylaw:
    1. by a majority vote of those Members voting at the Annual Meeting in the same manner as for the election of members of the Board and Officers; or
    2. by a majority vote of those members present and voting at an Annual, stated or special meeting of the Members, provided that at least 100 Members are present; or
    3. by a majority vote of those Members voting by secret mailed ballot, provided that at least 100 Members shall have cast a ballot.

Section 1101. Resubmission of Rejected Amendments.

Any proposed amendment of any part of the Charter or the Bylaws, either in form or in substance, which shall have been rejected by the Members, shall not be proposed again until at least six months have passed after the date of such rejection.

Section 1102. Formal Bylaw Amendments.

The Board may from time to time rearrange and renumber these Bylaws or portions thereof, insert and change descriptive headings, correct typographical errors and make conforming and other purely formal changes; but no change in the substance of any provision of these Bylaws shall be made except as provided in Section 1100 hereof. The Secretary shall include the text of every amendment adopted by the Board pursuant to this Section in the call for the next stated or special meeting of the Association.

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