BYLAWS

ARTICLE I - Principal Office

SECTION 1 - Principal office.

The principal office of the Corporation shall be at a place authorized by majority vote of the Executive Board, consistent with Maryland law.

SECTION 2 - Other offices

The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

ARTICLE II - Meetings of the Membership

SECTION 1 - Annual Meeting

The annual meeting of the members of the Corporation shall be held on a day in April, May or June, to be designated by the Executive Board by March 1 of the calendar year in which the annual meeting is to take place.

SECTION 2 - Special Meetings

Special Meetings of the membership may be called by the President, President-Elect or a majority of the Board of Directors. In addition, a Special Meeting may be called upon by written request of a majority of the members entitled to vote on the business to be transacted at such meeting. Notice of any such Special Meeting shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.

SECTION 3 - Place of Holding Meetings

All meetings of members can be held anywhere.

SECTION 4 - Notice of Meetings

At least ten (10) days before the date of a meeting, notice to the members shall be mailed or emailed to each member of record entitled to vote thereat at her/his mailing and/or e-mail address, as it appears upon the books of the Corporation, Each such notice shall state the place, day, and hour at which the meeting is to be held and, in case of any special meeting, shall state briefly the purpose of thereof.

SECTION 5 - Quorum

The presence in person of twenty-five (25) members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned by a majority vote of the members present or represented. Notice of the rescheduling of any such adjourned meeting stating the time, place, and purpose of such rescheduled meeting shall be given by mailing or emailing notice thereof to each member at least fifteen (15) days prior to such rescheduled meeting. At any rescheduled meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. If at such rescheduled meeting, less than a quorum of members shall be present, those present at such rescheduled meeting may approve or authorize any proposed action or take any other action which might have been taken at the original meeting as if a quorum had been present.

SECTION 6 - Conduct of Meetings

Meetings of members shall be presided over by the President of the Corporation or, if she/he is not present, by the President-Elect or, if none of said officers is present, by a chair to be elected at the meeting. The Secretary of the Corporation shall act as secretary of such meetings; in the absence of the Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

SECTION 7 - Voting

At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote must be in person. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws. At each meeting of members, a full, true, and complete list in alphabetical order of all members entitled to vote at such meeting shall be furnished by the Membership
Committee.

If the chair of the meeting shall so determine, a vote by secret ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all the members entitled to vote on such election or matter. In either of such events, the ballots shall be received and be taken in charge and all questions touching the qualification of voters and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chair of said meeting.

At all meetings of members, all questions relating to qualifications of members and the acceptance or rejection of votes shall be decided by the President, following consultation with the Treasurer.

SECTION 8 - Identity of Members

At all meetings of members, all questions relating to qualifications of members and the acceptance or rejection of votes shall be decided by the President, following consultation with the Treasurer.

A. Membership

Subject to the restrictions contained in these Bylaws relating to qualifications for voting and eligibility to hold office, “member” shall refer to any regular, associate, honorary, or student member.

Regular Membership. Any person who has been duly admitted to practice law in the State of Maryland is eligible for regular membership in the Corporation. A person eligible for regular membership shall be deemed a regular member in good standing so long as she/he has paid the dues as
required in these Bylaws.
Associate Membership. Any person who has been duly admitted to practice law in any other state or the District of Columbia is eligible for associate membership in the Corporation. Any person eligible for associate membership shall be deemed an associate member in good standing so long as she/he has paid the dues as required in these Bylaws.
Honorary Membership. Any person may be elected an honorary member of the Corporation as provided in these Bylaws. Honorary members shall be elected by a two-thirds (2/3) vote of the members present at any regular meeting. Honorary members shall not be eligible to hold office in the
Corporation.
Student Membership. Any person who is enrolled in a law school is eligible for student membership in the Corporation. Any person eligible for student membership shall be deemed a student member in good standing so long as she/he has paid the dues as required in these Bylaws. Student members shall not be eligible to hold office in the Corporation.

B. Application, Termination, Expulsion, Suspension

Application. Applications for membership in the Corporation shall be submitted in writing and accompanied by dues, as provided in Section 8, Subsection C of these Bylaws.
Termination.
a. Disbarment or suspension by any court shall automatically terminate membership in this corporation.
b. A member’s membership may be terminated in the event she/he does not pay dues for two consecutive years, effective February 1 of the second year. Any person whose membership has been terminated pursuant to this paragraph may be reinstated upon the
full payment of dues as provided in these Bylaws.

C. Dues

Dues for membership shall be payable annually on the first day of July of each year. The annual dues for members of the Corporation shall be such amount as from time to time may be determined by the Board of Directors of the Corporation.

ARTICLE III - Executive and Advisory Boards

SECTION 1 - General Powers

The Executive Board manages the business of the Association subject to the overview of the full Board, except as otherwise set forth herein. The Advisory Board serves as a conduit for the exchange of information and input of members between the Chapters, Committee Chairs and the Executive Board. The
Officers may delegate decisions to the Advisory Board.

SECTION 2 - Number and Term of Office

A. Executive Board

The Executive Board shall be comprised of five (5) officers, the immediate past president and four to six at-large members, all of whom shall be voting members.

B. Advisory Board

The Advisory Board shall consist of the Executive Board plus Standing Committee Chairs, the Historian, Ad Hoc Committee Chairs and Chapter Presidents, all of whom shall be voting members. The President may
also choose to appoint liaisons; such liaisons shall be non-voting members.

C. Terms

All terms are annual and start with the Annual Meeting of members.

SECTION 3 - Composition of Board of Directors

The Executive Board and Advisory Board, as described directly above (Art. 3, Section 2), comprise the Board of Directors; the Board of Directors is also commonly referred to as the Full Board. The annual term
of the Boards begin with the Annual Meeting of Membership.

SECTION 4 - Filling of Vacancies

In the case of any vacancy in the Executive Board through death, resignation, disqualification, removal or other cause, the Executive Board, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the board member whose place shall be vacant.

Committee Chair successors and at-large member successors are chosen by the President after consultation with the remaining officers. Chapter President successors are elected by the chapters.

All Executive and Advisory Board members other than chapter presidents can be removed from office by affirmative vote of a majority of members entitled to vote at any special meeting of members called for that purpose.

SECTION 5 - Place of Meeting

The Executive and Advisory Boards may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Executive and Advisory Boards may hold their meetings by conference telephone or other similar electronic communications in accordance with the provisions of the Maryland Corporation law.

SECTION 6 - Regular Meetings

The Executive Board meets at least every other month. The Advisory Board meets at least every other month.

SECTION 7 - Special Meetings

Special meetings of Advisory Board can be called by any Officer or upon written request of five (5) members of the Board.

Special meetings of the Executive Board can be called by any Officer or upon written request of three (3) members of the Executive Board.

The Secretary shall give notice of each special meeting of either board by mailing the same at least five (5) days prior to the meeting or by telefaxing or emailing the same at least two (2) days before the meeting, to each director but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director of each applicable board shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.

SECTION 8 - Quorum

A quorum for the Executive Board is a majority. A quorum for the
Advisory Board shall be a majority.

SECTION 9 - Required Vote

Majority vote carries at any Board meetings.

SECTION 10 - Compensation of Directors

The Board and Executive Board members receive no compensation for services. Expenses incurred on behalf of the WBA are reimbursed as approved by the Treasurer and Executive Director.

SECTION 11 - Committees

The Board and Executive Board members receive no compensation for services. Expenses incurred on behalf of the WBA are reimbursed as approved by the Treasurer and Executive Director.

A. Standing Committees

The Incoming President appoints the Chairs of the Standing Committees after consultation with the Nominating Committee. The Executive Board may eliminate or add a Standing Committee for a given year.

B. Each Standing Committee

Each Standing Committee shall be appointed to serve for a term of one (1) year, and shall continue in office until the next annual meeting of the members of the Corporation or until successors are appointed. The Chair of each Standing Committee, except the Judicial Selections Committee, shall, with the approval of the President, appoint the members of her/his committee, and remove from her/his committee any member FOR CAUSE, including refusal or failure to assume or perform her/his duties as such committee member.

The President shall have the authority to remove from the Judicial Selections Committee any member FOR CAUSE, including refusal or failure to assume or perform her/his duties as committee member. In addition, the Executive Board, upon majority vote of those members present at a regular meeting, shall upon motion of the President or Chair of the Judicial Selections Committee, have the authority to remove from the Judicial Selections Committee any member FOR CAUSE.

Each Standing Committee shall have the power to adopt rules and regulations for its conduct. At the annual meeting of the members of the Corporation, each Standing Committee of the Corporation shall be required to file with the Historian a written report of its activities during the preceding year, including its proposals or recommendations, if any. The report shall be maintained by the Historian as part of the permanent records of the Corporation.

C. Designation of Standing Committees

The ten (10) Standing Committees shall have the authority and powers designated as follows:

1. Annual Meeting Committee

The Annual Meeting Committee shall be chaired by the President-Elect and shall be responsible for selecting a location and program for the annual business meeting of the Corporation.

2. Fundraiser Committee

The Fundraiser Committee shall raise funds for the Corporation and, from time to time, for a selected charitable or community organization.

3. Judicial Selections Committee

The Judicial Selections Committee shall be composed of no fewer than seven (7) members, including but not limited to the current President of the Corporation and other members selected from the general membership. Each member of the Committee must be a member of the Maryland Bar for five (5) years and a member of the WBA for two (2) years before serving on the committee.

A Judicial Applicant shall not appoint members, attend meetings, or participate or serve as a committee member in any proceedings of the Judicial Selections Committee.

If the President of the WBA is a judicial applicant or anticipates being a judicial applicant, her/his authority to appoint members and govern the Judicial Selections Committee shall pass to the next highest ranking executive board member who is not judicial applicant and does not anticipate being a judicial applicant within the next year.

The Committee shall be empowered to interview candidates for judicial posts and candidates for legislative/executive appointments. The Committee shall be empowered to make endorsements on behalf of the Corporation.

4. Legislative Matters Committee

The Legislative Matters Committee shall study proposed state and federal legislation and shall recommend such action thereof by the Corporation as it considers desirable or advisable. It may, upon its own initiative, submit to the Corporation recommendations for amendments or revisions to existing laws to be sponsored by the Corporation.

The Legislative Matters Committee may NOT state the position of the WBA on an issue without the express authority of the Executive Board. Chapters also may not state a position of the chapter on issue without express authority of the Executive Board.

5. Legislative Reception Committee

The Legislative Reception Committee shall coordinate and plan the annual reception for the Corporation’s members and state legislators in Annapolis.

6. Membership Committee

The Membership Committee shall promote, maintain and keep accurate records of the membership of the Corporation. It shall furnish application blanks to all those eligible for membership in the Corporation. It shall formally introduce all new members at the Annual Meeting of the Corporation.

7. Mid-Year Meeting Committee

The Mid-Year Meeting Committee shall plan the first meeting of the Corporation to be held in the fall of each year, and shall, as directed by the President, coordinate the nomination and selection of the Rita C. Davidson Award recipient.

8. Budget and Finance Committee

The Committee shall be comprised of a Chair who shall be the Treasurer of the Corporation and two to four additional members appointed by the Chair. The President of the Corporation, who serves as an ex officio member of all committees, shall be a member but not counted as one of the two to four additional members. The term of the Committee Chair shall commence with the transition of Officers and Board Members at the Annual meeting of the Women’s Bar Association of Maryland, Inc. each year. The Committee shall prepare a proposed budget for anticipated income and expenditures during the upcoming year, with the proposed budget to be presented to the Executive Board no later than August 1 each year. The Executive Board shall vote on and approve a budget no later than the date of the September Board meeting each year. The duties of the Committee, in addition to preparing and presenting a proposed budget taking into account long-term planning goals, shall include a review of the duties of and compensation to be paid to the Executive Director for each fiscal year.

9. Nominating Committee

The Nominating Committee shall be appointed by the president seventy-five (75) days before the Annual Meeting and shall consist of five (5) individuals, including the immediate past president, president, and president-elect. The chair shall be the president-elect. Notice inviting all members to apply for all officer positions (other than President, which is automatic after becoming president-elect) (“Notice”) shall be mailed or emailed to all members within ten (10) days of the appointment of the Nominating Committee. The Nominating Committee may solicit members to apply. The Nominating Committee must report its decision to the Board by forty (40) days prior to the Annual Meeting. Any person nominated by the Committee must be current in their dues.

The President-Elect, at the same time as the Notice is sent, shall send notice inviting members to inform the president-elect, if they are interested in the Committee Chair positions, including not only the Standing Committee Chairs but also Chairs of any Ad Hoc Committees, the President-Elect anticipates appointing.

10. Pro Bono Committee

The Pro Bono Committee shall plan, coordinate and publicize opportunities for pro bono and community service work to the members of the Corporation.

ARTICLE IV - Officers

SECTION 1 - Composition, Tenure and Compensation

The officers of the Corporation shall be a President, a President-Elect, Vice President, Treasurer and Secretary and such other officers including one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation.

The Officers shall be elected annually by the members at the Annual Meeting of the members except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. Any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more officers.

In the event that any office other than an office required by law, shall not be filled by the members, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these Bylaws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the members, and an officers’ agents, and employees, shall hold office at the discretion of the Board of Directors or of the officers appointing them.

SECTION 2 -Election of Officers

The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

A. Nominations by the Nomination Committee

Nominations by the Nominating Committee shall be made in accordance with Section 11 (B) (9) of Article III of these Bylaws. The Board shall notify the members of the report of the Nominating Committee within five (5) days after receipt of the list of nominees from the Nominating Committee (receipt of list, under provisions above, must be at least forty (40) days prior to the Annual Meeting).

B. Additional Nominations

A petition signed by fifteen (15) members of the Association (whose dues must be current) may be submitted to nominate additional candidates for officer positions; such petition must be submitted at least twenty (20) days before the Annual Meeting. If no additional candidates are submitted, the candidates nominated by the Nominating Committee, take office at the Annual Meeting.

C. Elections upon Additional Nominations

If there are additional candidates submitted at least twenty (20) days before the Annual Meeting, a notice of those additional candidates shall be sent to all members at least fifteen (15) days before the Annual Meeting, and an election is then held at the Annual Meeting.

SECTION 3 - Meetings of the Officers of the Corporation

The President or any two officers may call for telephonic meetings of officers.

SECTION 4 - Powers of the Officers

In addition to the powers specifically set forth for each officer in these bylaws, the officers shall have the power to make such regulations, not inconsistent with the Articles of Incorporation and the Bylaws, as may be necessary or incidental to the conduct of the business of the Corporation. No officer or Executive Board member can enter into a contract on behalf of the Association without the contract being approved by a majority vote of the Executive Board; such vote may be held electronically. Any such contract shall be signed in the name of the Corporation.

SECTION 5 - Powers and Duties of the President

The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. She/he shall preside at all meetings of the members, serve as chair of the meetings of the Officers, shall appoint the chairs of the Standing Committees and the Historian, and shall be a member ex-officio of all Standing Committees. The President shall appoint the members of the Judicial Selections Committee. The President may appoint ad hoc committees at her/his discretion.

She/he shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. She/he shall do and perform such other duties as may, from time to time, be assigned to her/him by the Board of Directors.

SECTION 6 - Powers and Duties of the President-Elect

The President-Elect, at the request of the President, or in the absence of the President, shall perform all or some of the duties pertaining to the office of the President. Upon the death, resignation, or disqualification of the President, a majority of the Officers of the Corporation shall have the authority to appoint either the President-Elect to such office at its discretion and any such President-Elect so appointed shall hold office until the next annual meeting of members.

SECTION 7 - Secretary

The Secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these Bylaws, and in case of her/his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the members and the directors in books provided for that purpose, shall present the minutes of the proceedings at the next meeting of the Officers and shall present the recommendations of the Officers to the members of the Corporation for action, and she/he shall perform such other duties as may be assigned to her/him by the directors or the President. She/he shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

SECTION 8 - Treasurer

The Treasurer shall have custody of all funds and securities of the Corporation, and she/he shall keep a full and accurate account of receipts and disbursements in books belonging to the Corporation. She/he shall deposit all moneys and other valuables in the name of and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.

The Treasurer, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. She/he shall render to the President and the Board of Directors, whenever either of them so requests, an account of all her/his transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of her/his office and for the restoration to the Corporation in case of her/his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in her/his possession or under her/his control belonging to the Corporation.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.

The Executive Director under the direction of the Treasurer shall, within sixty (60) days after the date of the annual meeting of the Corporation, submit to the President, a budget for the year, which shall be presented for approval of the Officers at its September meeting. She/he shall submit a report at each annual meeting of the Corporation, as well as special reports upon request of the presiding of the president of the Corporation. The accounts of the Corporation shall be audited annually by a committee specially appointed by the President.

The Executive Director at the direction of, and under the supervision of the Treasurer, may perform any of the duties of the Treasurer.

SECTION 9 - Historian

The Historian shall be appointed by the President and shall be responsible for maintaining all records and information pertinent to the history of the Corporation. The Historian shall be responsible for the annual updating of the History of the Corporation.

ARTICLE V - Corporate Seal

In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Maryland.” Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VI - Bank Accounts

The Corporation shall maintain an account at a bank or trust company selected by the Executive Board. The account shall provide for electronic transactions, as well as check transactions. The Executive Board shall designate the officers or agents, including the Executive Director, having authority to deposit funds of the Corporation. The Executive Board shall also designate the officers or agents authorized to withdraw funds of the Corporation by means of checks, drafts, other instruments, or orders for payment of money, including electronic orders for payments and shall, from time to time, certify to the bank or trust company the signature of the officer or agent authorized to draw against said funds. Until receiving written notice that the Executive Board has revoked the authority of an officer or agent to draw, make or sign a check, draft, other instrument or order for payment, including an electronic order, the bank or trust company is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts, other instruments or orders for payment, including electronic orders, when drawn, made or signed by an officer or agent designated by the Executive Board. In the event the bank or trust does not receive from the Executive Board notice of the officers or agents authorized to draw against the accounts of the Corporation, it shall honor checks, drafts, other instruments or orders for payment, including electronic orders, only if the instrument is signed or authorized by the President or President-Elect and countersigned by the Secretary or Treasurer. The members of the Executive Board and the Executive Director shall have electronic access to the account of the Corporation.

ARTICLE VII - Miscellaneous Provisions

SECTION 1 - Fiscal Year

The fiscal year of the Corporation shall end on the last day of June.

SECTION 2 - Notices

Whenever, under the provisions of these Bylaws, notice is required to be given to any director, officer or member, it shall not be construed to mean personal notice, but such notice shall be given in writing by mail or by email, addressed to each member, officer or director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed or sent. Any member, director or officer may waive any notice required to be given under these Bylaws.

ARTICLE VIII - Local Chapters

Local chapters of the Corporation may be formed at the option of the members or individuals who qualify for membership but are not yet members, in a given geographic location. The formation of a given local chapter shall be subject to approval in concept by the Officers. Those individuals who were not yet members may become members once the formation of the chapter is approved. Each local chapter shall write its own Bylaws which shall be subject to the approval of the Officers. The President of each local chapter shall automatically become a member of the Board of Directors. The coordination between local chapters and the Corporation of financial matters and other related activities shall be subject to the authority of the Officers.

ARTICLE IX - Amendments

The Bylaws may be amended by a two-thirds (2/3) affirmative vote of the members who are present at any special or annual meeting of the members of the Corporation.

ARTICLE X - Indemnification

SECTION 1 - Definitions

As used in this Article X, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

SECTION 2 - Indemnification of Directors and Officers

The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

SECTION 3 - Indemnification of Employees and Agents

With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

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