UTAH STATE BAR
CORPORATE COUNSEL SECTION
BYLAWS (Amended)
ARTICLE 1
ORGANIZATION
1.1 Creation. The Corporate Counsel Section (hereinafter "Section")
is established pursuant to the Bylaws of the Utah State Bar (sometimes
referred to as the "Bar") to accomplish the purposes set forth
therein.
1.2 Purpose. The purpose of the Section shall be to assist its
members and all interested members of the Bar:
a. By providing high quality continuing legal education ("CLE")
opportunities at reasonable cost for corporate counsel and others who
regularly provide legal advice to corporations and similar business
entities;
b. By providing good food at its functions;
c. By providing opportunities and forums for corporate counsel and
others who advise corporations to network and exchange ideas regarding
the giving of legal advice to corporations and similar business entities;
d. By monitoring legal and political issues relevant to corporate counsel
and to make recommendations to the Bar with respect thereto;
e. To undertake such other service as may be of benefit to the Section's
members, the legal profession and the public.
1.3 Limitations. These Bylaws are adopted subject to the applicable
Utah Statutes and the Bylaws of the Utah State Bar.
1.4 Principal Office. The principal office of the Section shall
be maintained in the offices of the Utah State Bar.
1.5 Fiscal Year. The fiscal year of the Section shall coincide
with that of the Utah State Bar.
ARTICLE 2
MEMBERSHIP
2.1 Enrollment of Attorney Members. Any member of the Utah State
Bar in good standing with the Bar may, upon request to the Executive Director
of the Bar, be enrolled as an Attorney Member of the Section by the payment
of annual Section dues in an amount and for the purpose approved by the
Board of Commissioners of the Utah State Bar.
2.2 Enrollment of Affiliate Members. Affiliate Members of the
Utah State Bar who are members of the Bar's Legal Assistants Division
may enroll as Section Affiliate Members. As a specific condition for membership
in the Section, candidates for Section Affiliate Membership shall take
all precautions to assure they do not hold out themselves as being Attorney
Members of the Utah State Bar, and will follow all guidelines and directives
from the Section Chair in connection with the implementation of this requirement.
In order to be enrolled as a Section Affiliate Member, candidates must
also pay annual section dues in an amount and for the purpose determined
by the Section leadership and not opposed by the Board of Commissioners
of the Utah State Bar. Section Affiliate Members may not hold office in
the Section or vote, but are otherwise entitled to all of the privileges
and benefits of Section membership.
2.3 The Membership. Members enrolled as provided in Section 2.1
and 2.2 shall constitute the membership of the section.
2.4 Dues. The dues shall be $15.00 for each member per year. The
Section shall not impose an increase in dues without first amending these
Bylaws in accordance with Article 7 hereof.
ARTICLE 3
MEETINGS
3.1 Annual Meeting. The annual meeting of the Section shall be
held at a place determined by the Officers on the fourth (4th) Thursday
in the month of April in each year or such other date as designated by
the Section Officers unless that day is a legal holiday, and if a legal
holiday, on the following Thursday which is not a legal holiday.
3.2 Quorum. Eight (8) Attorney Members of the Section present
in person at any meeting shall constitute a quorum for the transaction
of business.
3.3 Controlling Vote. Action of the Section shall be by majority
vote of the Attorney Members present and voting at any meeting of the
Section.
3.4 Agenda. At the annual meeting of the Section members, Officers
of the Section shall be elected and other business may be discussed and
voted upon as determined to be appropriate by the Officers.
3.5 Special Meetings. Special meetings of the membership of the
Section may be called by the Section Chair at such time and place as he
or she may determine.
3.6 Notice of Meetings. Written, printed, or electronic notice
shall be given to all section members stating the date, hour and place
of all meetings of members, and in the case of all special meetings the
purpose or purposes for which the meeting is called. Notice shall be delivered
by hand, U.S. mail or e-mail at least five (5) days prior to the date
of the meeting to each member of the Section. If mailed, notice shall
be deemed delivered when deposited in the United States mail addressed
to the member at his or her address as it appears on the records of the
Utah State Bar, with postage thereon prepaid.
ARTICLE 4
OFFICERS
4.1 Officers. The Officers of the Section shall be a Chair, a
Vice Chair, a Treasurer, and a CLE Chair, chosen from the Attorney Membership
of the Section.
4.2 Section Chair. The Section Chair shall preside at all meetings
of the Section and of the Section Officers. The Chair shall formulate
and present at each annual meeting of the Section a report of the work
of the Section for the then past year. The Chair shall perform such other
duties as usually pertain to this office.
4.3 Vice Chair. Upon the death, resignation or during the disability
or unavailability of the Chair, or upon his or her refusal to act, the
Vice Chair shall perform the duties of the Chair for the remainder of
the Chair term except in the case of the Chair's disability or unavailability,
and then only during so much of the term as the disability or unavailability
shall continue. The Vice Chair of the Section shall assist the Section
Chair. The Vice Chair shall also act as the coordinator of the Section's
Internet web site.
4.4 Treasurer. The Treasurer shall be the custodian of all books,
papers, records and other documents of the Section. He or she shall keep
a record of all accounts and of all proceedings of all meetings of the
Section and of the Officers, whether assembled or pursuant to teleconference
or other electronic communication. In conjunction with the Chair and Vice
Chair, the Treasurer shall attend generally to the business of the Section.
4.5 CLE Chairperson. The CLE Chair shall be responsible to plan
all continuing legal education activities of the Section, enlisting such
support from Section members and others in presenting timely and appropriate
CLE to Section members and other interested attorneys.
ARTICLE 5
ELECTIONS
5.1 Succession to Offices. The CLE Chair shall automatically succeed
to the office of Treasurer. The Treasurer shall automatically succeed
to the Office of Vice Chair. The Vice Chair shall automatically succeed
to the Office of Section Chair.
5.2 Elections. A new CLE Chairperson shall be elected each year
at the Section's annual meeting by majority vote of the Attorney Members
then in attendance. If for lack of nominations or any other reason no
CLE Chair is elected, the position may be filled pursuant to Section 5.3,
below.
5.3 Vacancies. If at any time an office shall become vacant for
any reason, then the remaining Section officers may appoint any Attorney
Member of the Section to fill the vacancy for the balance of the unexpired
term. Such appointed person shall not succeed automatically to another
Section Office as provided in Section 5.1, above, but shall be subject
to elections as provided in Section 5.2, above.
5.4 Term of Office. The term of office shall begin with the adjournment
of the annual meeting following election or succession to office, as the
case may be, and shall end following the annual meeting at which a successor
has been duly elected and qualified, appointed and qualified, or succeeded
to the office, as the case may be.
ARTICLE 6
COMMITTEES
6.1 Committees. The Section shall have such committees as may
from time to time be appointed by the Officers to perform such duties
and exercise such powers as the Officers may direct.
6.2 Committee Chairperson. Each Committee shall have a Chairperson
to be appointed by the Officers who will then regularly report to the
Officers.
6.3 Duties of Committees. Each Committee shall have the responsibilities
which are delegated to it by the Officers, which may include the following:
a. To plan and implement section projects including but not limited
to Section meetings and continuing legal education seminars.
b. To analyze issues and make recommendations to the Officers on matters
referred to the Committee or on its own initiation.
6.4 Membership of Committees. Upon request, any Attorney Member
of the Section may be a member of one or more Committees.
6.5 Duties of Members of Committee. A Section Attorney Member
shall become a member of a Committee with the understanding he or she
will devote sufficient time to assist the Chairperson of the Committee
in performing the duties of the Committee.
6.6 Meetings. The Committees may act by correspondence or at meetings
separate from the Section. Section members may but need not be given notice
of Committee meetings and all Committee meetings may but need not be open
to all Section members.
ARTICLE 7
AMENDMENTS
7.1 These Bylaws may be amended at any meeting of the Section by a majority
vote of the Attorney Members of the Section present and voting.
CERTIFICATION OF ADOPTION
I CERTIFY THAT THE FOREGOING BYLAWS WERE ADOPTED BY VOTE OF THE SECTION
MEMBERSHIP OF THE CORPORATE COUNSEL SECTION OF THE UTAH STATE BAR AT A
MEETING, DULY CALLED, ON THE 22ND DAY OF MAY, 1999.
BY________________________________
J. STEVEN NEWTON, SECTION CHAIR
CERTIFICATION OF AMENDMENT
I CERTIFY THAT THE FOREGOING BYLAWS WERE AMENDED BY VOTE OF THE SECTION
MEMBERSHIP OF THE CORPORATE COUNSEL SECTION OF THE UTAH STATE BAR AT A
MEETING, DULY CALLED, ON THE 1st DAY OF MAY, 2003.
BY________________________________
DEANNA D. SABEY, SECTION CHAIR
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