By Laws

RESTATED
BY-LAWS
MADISON COUNTY BAR ASSOCIATION

ARTICLE I

SECTION 1. NAME: The name of this Association shall be “MADISON COUNTY BAR ASSOCIATION,” hereinafter referred to as the MCBA.

SECTION 2. OFFICES: The MCBA shall maintain in the State of Illinois a registered office and a registered agent at such office and may have other offices within the state.

SECTION 3. PURPOSES: The MCBA is a not for profit corporation whose purpose is to cultivate the science of jurisprudence, promote reform in the law, facilitate the administration of justice, and improve public perception of the legal profession through public outreach and service. The MCBA shall also strive to elevate the standards of integrity and civility in the legal profession by cultivating a spirit of camaraderie among the members. The MCBA shall not take any partisan political action nor endorse or recommend any person for any official position.

SECTION 4. WEBSITE: The MCBA shall maintain a website for the purpose of communicating with its members and to post information to assist the membership. These By-Laws shall be posted on the website as well as any amendments thereto. The MCBA shall hire someone to administer the website to ensure it is updated in a timely manner.

SECTION 5. FISCAL YEAR: The fiscal year of the MCBA shall be from June 1 through May 31 unless otherwise fixed by resolution of the Board of Directors.

SECTION 6. CONSTRUCTION: The Board of Directors shall decide all questions concerning the construction or interpretation of these By-Laws.

SECTION 7. EFFECT: These By-Laws shall take effect on the date of their adoption by the MCBA, and shall supersede all preceding By-Laws of the MCBA.

ARTICLE II

SECTION 1. MEMBERSHIP: Membership is available to (1) judges whose jurisdiction includes Madison County and (2) attorneys licensed to practice law in the State of Illinois who: (a) reside in Illinois, (b) maintain an office in Madison County, or (c) practice law on a regular basis, in the U.S. District Court for the Southern District of Illinois or Madison County, so long as their annual dues have been paid.

SECTION 2. VOTING RIGHTS: Each member shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 3. TERMINATION OF MEMBERSHIP: The Board of Directors by affirmative vote of two-thirds of all the members of the Board may suspend or expel a member for cause.

SECTION 4. RESIGNATION: Any member may resign by filing a written resignation with the Recording Secretary, but such resignation shall not result in any refund of dues nor relieve the
member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

SECTION 5. TRANSFER OF MEMBERSHIP: Membership in the MCBA is not transferable or assignable.

ARTICLE III

Meetings of Members

SECTION 1. ANNUAL MEETING: An annual meeting of the members shall be held on the fourth (4th) Thursday of May of each year for the purpose of electing the Second Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary of the MCBA and for the transaction of such other business as may come before the meeting. If such day be a legal holiday, the meeting shall be held on the following Thursday. The Recording Secretary shall cause a notice of the annual meeting to be sent to the members stating the place, date, and hour of the meeting.

SECTION 2. BUDGET MEETING: The Board of Directors, through the President shall submit an annual budget to the membership at the meeting to be held in June. The approved budget shall be posted on the MCBA’s website at least seven (7) days after the June budget meeting.

SECTION 3. REGULAR MEETINGS: Regular meetings of the members shall be held on the fourth (4th)Thursday of every month except for the month of May when the annual meeting is held and December when a cocktail party may be held in lieu of a meeting. If the date of the regular meeting falls on a Holiday such as Thanksgiving, then the meeting shall be held the Thursday preceding the Holiday. The Recording Secretary shall cause a notice of each regular meeting to be sent to the members stating the place, date, and hour of the meeting.
The notice shall be sent to each member. However, failure to send a notice shall not prohibit the members from having a regular meeting nor shall it affect any action taken by the members at regular meetings held without sending a notice.

SECTION 4. SPECIAL MEETINGS: Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-fifth of the members having voting rights.

SECTION 5. PLACE OF MEETING: When the Board of Directors meet in June, following the annual meeting in May, the incoming President shall submit to the Board of Directors the locations of the monthly meetings for the upcoming year for approval. Said monthly meeting locations shall be posted no later than the first Monday in July on the website maintained by the MCBA. If the first day of July falls on a weekend or Holiday the monthly meeting locations shall be posted on the website the next business day.

SECTION 6. QUORUM: The members holding one-twelfth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum of the meeting.

ARTICLE IV

Board of Directors

SECTION 1. GENERAL POWERS: The affairs of the MCBA shall be managed by its Board of Directors.

SECTION 2. NUMBERS, TENURE AND QUALIFICATIONS: The number of directors shall be seven (7). The Directors shall consist of the President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, and Immediate Past-President. The Second Vice President, Treasurer, Recording Secretary, and Corresponding Secretary are elected by the members at the annual meeting. Each Director shall hold office until the next annual meeting of the members and until his successors have been elected and qualified, except that any Director may be removed from their office for cause by a two-thirds majority vote of the membership. Directors must be members of the MCBA.

SECTION 3. MEETINGS: Meetings of the Board of Directors shall be held in the month of June in order to prepare the annual budget. Meetings of the Board of Directors may also be called from time to time as called by or at the request of the President or any two directors. The person or persons authorized to call meetings of the Board of Directors may fix the place for holding the meeting of the Board of Directors so called.

SECTION 4. QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors are present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

SECTION 5. VACANCIES: All vacancies in any office during the term thereof, shall be filled by a majority vote of the Board of Directors.

SECTION 6. COMPENSATION: Directors shall not receive any compensation for their services.

ARTICLE V

Officers

SECTION 1. OFFICERS: The officers of the MCBA shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Recording Secretary, a Corresponding Secretary, and such Assistant Treasurers, Assistant Secretaries, or other officers as may be determined by the Board of Directors. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except that the office of President and the office of either Recording Secretary or Corresponding Secretary may not be held by the same person.

SECTION 2. ELECTION, TERM OF OFFICE AND VACANCIES: The Second Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary are elected by the members of the MCBA at the annual meeting in May. The term of office shall be for one year. The outgoing Second Vice-President will move up to First Vice-President and the outgoing First Vice-President will move up to President. The vacancies for Treasurer, Corresponding Secretary, and Recording Secretary during the term thereof, shall be filled by a majority vote of the Board of Directors.

SECTION 3. REMOVAL: Any officer elected or appointed by the members may be removed by the members whenever in its judgment the best interests of the MCBA would be served thereby.

SECTION 4. PRESIDENT. The President shall be the principal executive officer of the MCBA. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the MCBA. The President shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors. In general, the President shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President may execute for the MCBA any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed.

SECTION 5. VICE PRESIDENTS: The First Vice-President shall act in the President’s stead in the President’s absence, and shall perform such other duties as the President may assign with the First Vice-President’s consent. The Second Vice-President shall act in the First Vice-President’s absence, and shall perform other duties as the President may assign with the Second Vice-President’s consent.

SECTION 6. TREASURER: The Treasurer shall be the principal accounting and financial officer of the MCBA. The treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the MCBA; (b) have charge and custody of all funds and securities of the MCBA, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the Officer of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Treasurer, in conjunction with the Recording Secretary, shall maintain and regularly update a paid member list. The Treasurer shall keep a complete record of all funds received and disbursed by the MCBA. The Treasurer shall also file the annual corporate report of the MCBA with the Secretary of State and any required income tax returns as a not-for-profit MCBA. The Treasurer shall ensure that a written report of the financial condition of the MCBA and a summary thereof is posted on the MCBA’s website at least 7 days prior to any regular monthly meeting.

SECTION 7. RECORDING SECRETARY: The Recording Secretary shall record the minutes of the meetings of the members with the exception of the December meeting; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; maintain meeting and event RSVP’s; coordinate with the President to confirm arrangements with restaurants or other meeting and event venues; be custodian of the corporate records and of the seal of the MCBA; keep a register of the post office and e-mail address of each member; maintain an updated member list, in conjunction with the Treasurer’s paid member list. The Recording Secretary shall ensure that the minutes of any meeting are posted on the MCBA’s website at least 7 days prior to any regular monthly or annual meeting.

SECTION 8. CORRESPONDING SECRETARY: The Corresponding Secretary shall be the primary point of contact for members via the MCBA’s website and e-mail; update and maintain web profiles, as needed by acting as a liaison with the website administrator; correspond with members, with the approval of the President; coordinate with the website administrator to update and maintain the MCBA’s website, including but not limited to ensuring that photographs from events and other materials are posted and that calendars, CLE’s, and news items are kept current. The Corresponding Secretary shall regularly check the MCBA’s P.O. Box, unless the President designates another officer or officers to do so.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES: The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer, Recording Secretary, or Corresponding Secretary, respectively, or by the President or the Board of Directors.

SECTION 10. REGISTERED AGENT: A Registered Agent shall be appointed by the Board of Directors as required by law of not-for profit corporations.

SECTION 11. CHECK AUTHORITY: The President, First Vice-President, Second Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary shall be authorized to sign checks and carry a debit card issued on the MCBA’s account.

SECTION 12. BOOKS AND RECORDS: The MCBA shall maintain a complete copy of all financial books and records of account and shall also keep minutes of the proceedings of its members, and committees having any of the authority of the Board of Directors. The MCBA shall also keep at the registered or principal office a record giving the names and electronic mail (e-mail) addresses and street addresses of the members entitled to vote. All books and records of the MCBA may be inspected by any member for any purpose at any reasonable time.

ARTICLE VI

SECTION 1. BUDGET: A proposed budget of the MCBA shall be prepared by the President and submitted to the Board of Directors prior to the June Budget meeting. If the Board of Directors approves the President’s proposed budget said budget will be submitted to the membership at the June meeting. The Board of Directors shall submit a balanced budget using as a basis for income the payment of dues received by the MCBA on May 1.

SECTION 2. BUDGETED EXPENDITURES: The Board of Directors, by and through the President of the MCBA may direct expenditure of funds of the MCBA in accordance with the annual budget. Subsequent to approval of the annual budget by the MCBA, and if funds are available, no further approval is required for the expenditure of funds pursuant to and in accordance with the provisions of the MCBA’s annual budget. The Board of Directors shall determine when budgeted expenditures are to be made and will be able to halt budgeted expenditures if unforeseen expenditures are required.

SECTION 3. NON-BUDGETED EXPENDITURES. Expenditure of MCBA funds not proposed in the MCBA’s annual budget may be presented and approved only in accordance with the specific terms of this section, as follows:

A. Non-budgeted expenditures may be proposed to or recommended by the Board of Directors, who shall report on the proposed non-budgeted expenditure and give their recommendations thereon to the members at the next regular or annual meeting of the members. Said expenditure, if recommended by the Board of Directors, may be approved by a majority of the members present at such meeting.
B. Any member of the MCBA may propose a non-budgeted expenditure at any regular or annual meeting of the members. Any proposed non-budgeted expenditure of $500.00 or less may be voted on and approved by two-thirds (2/3) of the members attending said meeting. Any proposed non-budgeted expenditure in excess of $500.00 must be reviewed and approved by the Board of Directors. If the Board of Directors approves the expenditure, then the expenditure shall be voted on by the members at the next regularly scheduled meeting of the members and may be approved by a majority of the members present at such meeting.

ARTICLE VII

Committees

SECTION 1. COMMITTEES: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees to assist in the management of the MCBA.

SECTION 2. TERMS OF OFFICE: Each member of a committee shall continue as such until the next annual meeting of the members of the MCBA and until his successor is appointed, unless the committee shall be sooner terminated.

SECTION 3. CHAIR: A member or members of each committee shall be appointed chair, or co-chairs, as the case may be, by the President.

ARTICLE VIII

SECTION 1. ANNUAL DUES: The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the MCBA by members. Said dues shall be approved by the membership at a regularly scheduled monthly meeting and posted on the MCBA’s website. The Treasurer shall forward a statement for dues to each member on October 1 of each year.

SECTION 2. PAYMENT OF DUES: Dues shall be payable not later than October 31. The Board of Directors may enact a penalty for any dues which are paid subsequent to October 31.

SECTION 3. DUES SCHEDULE: Dues for the MCBA’s fiscal year, (June 1 through May 31), shall be paid in advance by anyone wishing to be a member, on or before October 31st of each year, as follows:

A. Life member: Any member of the MCBA who has been a practicing attorney for a period of fifty (50) years shall be awarded a life membership in the MCBA and will not be required to pay dues.
B. Active military member: A member of the MCBA shall be exempt from payment of dues during such time as the member is on active duty with the Armed Forces of the United States or its allies.
C. Public member: The payment of dues shall be waived for any attorney employed by Land of Lincoln, the State’s Attorney’s office or Public Defender’s Office who has been engaged in the practice of law for less than 5 years.
D. Young member: Any attorney who has been engaged in the practice of law for less than 5 years will be required to pay one-half (½) of the annual dues.
E. New admittees: Any person who is newly admitted to practice in the State of Illinois and has been in practice for one (1) year or less shall be exempt from paying dues.
F. Active member: Any person who is a member of the MCBA who is not a life member, active military member, public member, young member, or new admittee will be required to pay the full annual dues.

ARTICLE IX

SECTION 1. AMENDMENTS: Any member of the MCBA may propose alteration, amendment, or repeal of by-laws or adoption of new by-laws to the Board of Directors. Any proposed alteration, amendment or repeal of these By-Laws or proposed adoption of new By-Laws must first be approved by the Board of Directors prior to submission to the membership. Amendments, alterations or any changes to these by-Laws may not be proposed and adopted at the same monthly meeting. The Recording Secretary of the MCBA shall give notice that an alteration, amendment, or repeal or adoption of new By-Laws will be considered by the MCBA at its next regular or annual meeting. Such notice may be contained in the notice of such regular or annual meeting. The proposed alteration, amendment, or repeal of By-Laws or adoption of new By-Laws shall be effective upon approval by a majority of members present at the next regular or annual meeting of the members.

ARTICLE X

The corporate seal shall have inscribed thereon the name of the MCBA and the words “Corporate Seal, Illinois.”

CERTIFICATION

I, David R. Jones, President of the Madison County Bar Association, do hereby certify that the foregoing are the duly approved By-Laws of the Madison County Bar Association in effect as of this date.

Date: July 25, 2013.

Dale R. Jones

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