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Bylaws of MABL

As amended through June 29, 2006

Article I. Membership

Section 1.1. Classes of Membership.
There shall be three classes of membership in the Association: Regular, Associate, and Student. Regular Membership is available to any attorney who is admitted to practice and is in good standing before the bar of the highest court of any state. Associate membership is available to any individual who is not otherwise eligible for regular or student membership. Student membership is available to any individual enrolled in an accredited law school.

Section 1.2. Participation and Voting.
Regular, associate, and student members of the Association are eligible to participate in all meetings and activities of the Association without regard to class of membership; however, only regular members are eligible to vote in any election of officers and at-large directors of the Association, or on amendments to the Articles of Incorporation or Bylaws of the Association.

Section 1.3. Application for Membership.
Each member shall, as a condition of membership in the Association, complete an application for membership and pay annual dues to the Association.

Section 1.4. Annual Dues.
The annual dues of the Association shall be $125 ($95 for attorneys employed in the public sector) for regular membership, $75 for associate membership, and $25 for student membership. However, the Board of Directors may, in its discretion, reduce the annual dues payment for any attorney applying for regular membership who is employed by a legal services agency, or for any attorney for whom payment of annual dues for regular membership would be a financial hardship.

Article II. Board of Directors

Section 2.1. Composition of the Board.
The Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, five other members elected at large by the Association at its annual meeting, and student members selected as provided in Section 4.3, infra.

Section 2.2. Meetings.
The Board of Directors shall meet regularly, and not less than six times each year, at a time and place designated by the President. A special meeting of the Board of Directors may be called by the President, or by written request of three directors.

Section 2.3. Quorum.
The presence of at least five directors at a meeting of the Board of Directors shall constitute a quorum.

Section 2.4. Written Action.
The Board of Directors may act by written action taken in accordance with Section 7.2 of the Articles of Incorporation.

Section 2.5. Student Directors.
Student directors shall not vote, but shall be otherwise eligible to participate in Board of Director meetings.

Article III. Officers

Section 3.1 President. The President shall be the presiding officer of the Association and its Board of Directors; shall be responsible for the implementation of the policy and actions of the Association and the Board; and shall be the public representative and spokesperson of the Association. At the annual meeting of the Association, the President shall present a written report on the progress of the mission and work of the Association during his/her term of office.

Section 3.2. Vice-President. The Vice-President shall assist the President in the execution of his/her duties; shall be the presiding officer at meetings in the absence of the President; and shall perform such other duties as may be directed by the Board of Directors.

Section 3.3. Secretary. The Secretary shall keep a record of the proceedings of the Association and of the Board of Directors, including minutes of their meetings. The Secretary shall keep and maintain the correspondence of the Association and of its officers; shall keep and maintain a full and accurate roster of, and necessary records pertaining to, membership of the Association; shall notify the officers, directors and members of the Association of their respective meetings; and perform such other duties as may be directed by the Board of Directors.

Section 3.4. Treasurer. The Treasurer shall have the custody of all funds of the Association, including dues collected from its members; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association; shall cause all funds to be deposited and shall keep detailed accounts, records, bills, and receipts in accordance with applicable law and with the directives of and in a manner authorized by the Board of Directors; shall disburse the funds of the Association as may be ordered by its Board of Directors, taking proper vouchers for such disbursements; and shall render to the Association on an annual basis, or otherwise when its membership or Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Association.

Article IV. Elections and Terms of Office

Section 4.1. Elections. At its annual meeting, the membership of the Association shall elect its officers, and shall elect at-large directors for positions with expiring terms on the Board of Directors.

Section 4.2. Nominations. At least thirty (30) days prior to the annual meeting of the Association, the Nominations and Elections Committee shall meet and select one or more candidates for each officer position, and one or more candidates for each at-large position with an expiring term on the Board of Directors. The candidates selected by the committee shall be reported in the notice of meeting sent to members of the Association as provided in Section 6.2, infra. Additional nominations for any position of officer or at-large director may be received from the floor during the annual meeting. No person shall be nominated or elected as an officer or at-large director unless he/she has qualified for membership in the Association, pursuant to Section 1.3, supra, at the time notice has been sent to members of the Association pursuant to Section 6.2, infra.

Section 4.3. Student Director Selection. The Board of Directors shall select one student from each of the accredited Minnesota law schools to serve as non-voting student directors. Nominees for student director positions shall be submitted by the President, after consultation with representatives of the Black Law Student Associations of the law schools. In order to qualify for office, each student director must be a student member of the Association and enrolled in good standing at an accredited Minnesota law school during the fiscal year in which he/she will serve.

Section 4.4. Terms of Office. The officers and at-large directors elected at the annual meeting shall take office on July 1.

Section 4.4.1. Officers. Each officer shall hold office for a term of one year, or until his/her successor is duly elected and qualified.

Section 4.4.2. At-Large Directors. The five at-large director positions shall be divided into two classes such that the terms of at least two at-large directors shall expire each year. Each at-large director shall hold office for a term of two years, or until his/her successor is duly elected and qualified.

Section 4.4.3. Student Directors. Each student director shall hold office for a term of one year, or until his/her successor is duly selected and qualified.

Article V. Vacancies

Section 5.1. Declaration. Upon the resignation, removal, death, or disability of an officer or director, the President (or in his/her absence, the Vice-President) shall declare the office vacant, and shall cause a written notice of the vacancy to be sent to the membership of the Association within thirty (30) days. An office shall be declared vacant if an officer, at-large director, or student director is absent for four regular meetings of the board of directors within a single fiscal year. After the third absence, the President or Secretary shall notify the absent officer or director in writing that his/her office will be declared vacant after the fourth absence.

Section 5.2. Election of Successor. If the office of President becomes vacant, the Vice-President shall succeed to the office. When a vacancy has been declared in the office of any other officer or a director, a successor shall be elected by the Board of Directors at its next meeting following the written notice of vacancy; however, if an annual meeting of the Association has intervened, the members attending the annual meeting shall elect the successor if the term of the vacant office has not otherwise expired. The newly-elected officer or director shall perform his/her duties until the predecessor’s term expires.

Section 5.3. Removal. An officer or director may be removed from office for malfeasance or gross neglect in performing his/her duties, or for professional misconduct. Notice of intent to remove shall be served on the officer or director upon concurrence of five directors at a meeting of the Board of Directors. However, no officer or director may be removed except upon a vote of a two-thirds (2/3) majority of the members of a meeting of the Association held no earlier than ten (10) days following service of the notice of intent to remove.

Article VI. Membership Meetings

Section 6.1. Meetings. The membership of the Association shall meet at least once a year during the last quarter (April 1 through June 30) of the fiscal year for purposes of receiving the annual report of the President, and of electing officers and directors for the next fiscal year. Other membership meetings may be held at such time and place as may be called by the President, by the Board of Directors, or by petition of twenty-five percent (25%) of the regular membership of the Association.

Section 6.2. Notice. Written notice of a membership meeting shall be sent to all members at least ten (10) days prior to the meeting; however, notice of the annual meeting shall be sent at least twenty-one (21) days prior to the meeting. Notice of membership meetings shall be sent by first class mail, facsimile or electronic mail, and shall state the date, time, place and purpose of the meeting.

Section 6.3. Quorum. The presence of at least twenty percent (20%) of the regular membership of the Association at a membership meeting shall constitute a quorum.

Section 6.4. Presiding Officer. At all meetings of the Association, the President shall preside, or in his/her absence, an officer or director in the following order of preference: the Vice-President, the Secretary, the Treasurer, or the director most senior by age present at the meeting.

Article VII. Fiscal Year

Section 7.1. Fiscal year. The fiscal year of the Association shall commence on July 1 and end on June 30.

Section 7.2. Payment of Dues. Annual dues shall be due and payable on July 1 of each fiscal year. The Board of Directors may strike from the roster of membership any member who shall not have paid his/her dues by October 31 of the fiscal year. The Board of Directors may, in its discretion, pro rate the amount of dues payable by a new member who applies for regular membership after January 1 of a fiscal year.

Article VIII. Committees

Section 8.1. Standing Committees. There shall be established the following standing committees: Nominations and Elections Committee, Finance Committee, and Membership Committee.

Section 8.1.1. Nominations and Elections. The Nominations and Elections Committee shall nominate members for election, in the manner provided in these Bylaws, as officers and directors of the Association; and shall conduct and certify the elections of officers and directors.

Section 8.1.2. Finance. The Finance Committee shall assist the Treasurer in financial planning and reporting, including the preparation of annual budgets and financial reports. The Finance Committee shall also develop and coordinate Association fundraising strategies and activities.

Section 8.1.3. Membership. The Membership Committee shall develop policies and programs designed to increase the membership of the Association, including marketing strategies for the Association.

Section 8.2. Other Committees and Duties. The Board of Directors may establish such other committees, or designate additional duties for standing committees, as are necessary and proper to achieve the mission and work of the Association, and to otherwise assist the Board of Directors in discharging its duties.

Section 8.3. Appointment. The President, with the consent of the Board of Directors, shall appoint a chair and members of each committee.

Article IX. Rules

Section 9.1. Governing Rules. All meetings of the Association, its Board of Directors, and its committees shall be governed by, in the following order of priority: the laws of the United States and the State of Minnesota, the Articles of Incorporation, these Bylaws, other rules of proceedings adopted by the Association and the Board of Directors, and Robert’s Rules of Order, Newly Revised.

Section 9.2. Voting. Except as otherwise provided in these Bylaws, items of action shall be decided by a majority vote of the members present at a meeting. The presiding officer or committee chair shall be permitted to vote on any question. Votes by proxy shall not be accepted.

Article X. Amendment

Section 10.1. Amendments to Bylaws. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, in whole or in part, by a sixty percent (60%) majority of the regular members present at a meeting of the Association; however, notice of a proposal to alter, amend, repeal a Bylaw, or to adopt a new Bylaw, must be sent to the membership at least ten (10) days prior to such meeting.

Adopted this 18th day of July, 1995
/s/ Jerry W. Blackwell
President

Attest:
/s/ Charles H. Williams, Jr.
Secretary

Notes:

1. The bylaws were ratified by the MABL membership on October 20, 1995 after Section 1.4 was amended to provide for reduced dues for regular members employed in the public sector.

2. On September 18, 1997, Sections 2.1, 4.3, and 4.4.3 were amended, and Section 2.5 was added, to provide for the selection of non-voting student directors from the Minnesota law schools.

3. On January 25, 2001, Section 4.2 was amended by adding a fourth sentence requiring officer and director candidates to qualify as dues-paying members of the Association. Also on that date, Section 5.1 was amended by adding a second sentence providing for automatic declaration of a vacancy when an officer or director has been absent from four regular board meetings. Also on that date, Section 6.2 was amended to provide for notice of meetings by electronic mail.

4. On June 29, 2006, Section 1.3 was amended to eliminate the requirement that all members complete a membership application every year. Also on that date, Section 6.3 was amended to change the requirement for a quorum from 25% to 20%. Also on that date, Article VIII was amended to eliminate three standing committees.

23093

Minnesota Association of Black Lawyers

P.O. Box 582892
Minneapolis, MN 55458-2892
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