Amended and Restated Bylaws of the Paralegal Division of the Utah State Bar
TABLE OF CONTENTS
ARTICLE 1. NAME AND PURPOSES OF THE PARALEGAL DIVISION
1
Section 1.1. Name
Section 1.2. Purposes
ARTICLE 2. DEFINITIONS
ARTICLE 3. MEMBERSHIP
Section 3.1. Active Members
Section 3.2 Dues
Section 3.3. Register of Members to be Kept
Section 3.4. Information Required of Members
Section 3.5. Membership Certificate or Card
Section 3.6. Ethics and Professional Conduct
ARTICLE 4. MEETINGS OF THE DIVISION
Section 4.1. Meeting Dates and Notices
Section 4.2. Programs
Section 4.3. Report of the Chair
Section 4.4. Fees and Charges
Section 4.5. Reports and Recommendations
Section 4.6. Resolutions and Open Forum Session
Section 4.7. Suspension of Rules
Section 4.8. Record of Proceedings
ARTICLE 5. BOARD OF DIRECTORS
Section 5.1. Board of Directors, Number, Terms and
Vacancies, Powers and Duties
Section 5.2. Election of Directors
Section 5.3. Election Notice
Section 5.4. Nomination
Section 5.5. Election Procedures
Section 5.6. Meetings
Section 5.7. Quorum
Section 5.8. Executive Committee
Section 5.9. Liaison Assignments
Section 5.10. Sub-committees
Section 5.11. Ex-Officio Members
Section 5.12. Record of Proceedings
ARTICLE 6. OFFICERS
Section 6.1. Officers
Section 6.2. Chair
Section 6.3. Chair-elect
Section 6.4. Secretary
Section 6.5. Finance Officer
Section 6.6. Parliamentarian
Section 6.7. Election Procedures
Section 6.8. Seating New Board Members and Officers
Section 6.9. Terms of Office
Section 6.10. Vacancies
Section 6.11. Incapacity
ARTICLE 7. FINANCES
Section 7.1. Annual Fees
Section 7.2. Annual Budget
Section 7.3. Amendments to Annual Budget
Section 7.4. Disbursements
ARTICLE 8. SPECIAL RULES AND REGULATIONS
Section 8.1. Admissions to the Division
Section 8.2. Sections, Standing Committees, Special
Committees
Section 8.3. Committees of the Division
ARTICLE 9. GENERAL
Section 9.1. Limitations on Publicity
Section 9.2. Authority
Section 9.3. Indemnification of Directors and Officers
Section 9.4. Amendments of Bylaws
ARTICLE 10. PARLIAMENTARY AUTHORITY
CERTIFICATION
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Amended and Restated Bylaws of the Paralegal Division of the Utah State Bar
ARTICLE 1. NAME AND PURPOSES OF THE PARALEGAL DIVISION.
Section 1.1. Name. The name of
the organization is the “Paralegal
Division of the Utah State Bar” (the “Division”).
Section 1.2. Purposes. The purposes
for which the Division was formed are:
(a) To assist the Utah State Bar
(the “Bar”) with its mission
to serve the public and the legal profession by promoting justice,
professional excellence, civility, ethics, respect for and understanding
of the law.
(b) To assist the Bar in increasing access to lower cost, affordable
legal services through the increased utilization of paralegals by the
Bar in the delivery of legal services.
(c) To assist the Bar in the protection of the public from harm from
unqualified persons seeking to provide legal assistance to unrepresented
persons, thereby engaging in the unauthorized practice of law.
(d) To serve the legal profession through education of the Bar, attorneys
and the legal community, concerning the proper and effective utilization
of paralegals.
(e) To assist the Bar in improving the quality and efficiency of the
delivery of legal services and the practice of law.
(f) To enhance Members’ participation in the administration of
justice, professional responsibility and public service in cooperation
with the Utah State Bar.
(g) To enhance the legal profession by facilitating communication between
the paralegal community and the Bar.
(h) To provide forums for membership discussions of issues and trends
affecting the legal profession.
(i) To provide continuing legal education to Members of the Division,
the paralegal profession and the legal community.
(j) To foster and promote professional competence and excellence throughout
the paralegal profession.
(k) To provide mutual support, encouragement and establish good fellowship
among the members of the paralegal profession and the legal community.
(l) To further promote the purposes and objectives of the Division, the
Board and Committees shall encourage the active participation of its
Members in the leadership of the Division, in events sponsored by the
Division and by the Bar, and to work with professional organizations
to promote the paralegal profession and the Division.
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ARTICLE 2. DEFINITIONS.
In
these Bylaws:
(a) "Bar" means the
Utah State Bar.
(b) "Board" “Directors” or “Board of Directors” means
the Board of Directors of the Paralegal Division of the Utah State Bar
that is elected by the Members of the Division.
(c) "Director" means an individual elected to the Board pursuant
to these Bylaws
(d) "Committee" means any number of sections, standing committees,
special committees, or ad hoc committees appointed by the Board, to which
matters may be referred to for handling or recommendation to the Board.
(e) "Member" means a paralegal who meets the criteria for membership
in the Division as mandated by the Bar and Division, and has a current
active status in the Division.
(f) “Paralegal” means and the Utah Supreme Court has defined
a paralegal as: “…a person, qualified through education,
training or work experience who is employed or retained by a lawyer,
law office, governmental agency or other entity in a capacity or function
which involves the performance, under the ultimate direction and supervision
of an attorney, of specifically delegated substantive legal work, which
work for the most part, requires a sufficient knowledge of legal concepts
that, absent the [paralegal] the attorney would perform the task.”
(g) "Paralegal Division" or "Division" means the
Paralegal Division of the Utah State Bar.
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ARTICLE 3. MEMBERSHIP.
Section 3.1.
Active Members. Active members are those Members who are employed
in the State of Utah, who have, through education, training, and/or experience,
demonstrated knowledge of the legal system, legal principles and procedures,
and who meet the criteria of the definition of a "Paralegal" as
adopted by the Utah Supreme Court and has satisfied at least one of the
criteria for membership established by the Bar and the Division. Membership
in the Division shall not confer upon any Member the right or license
to practice law in the State of Utah.
Section 3.2 Dues. Any person
eligible for membership under 3.1, above, who pays a membership fee,
in an amount as determined by the Board of Directors of the Division,
shall be a Member of the Division for the fiscal year in which the fee
is paid. This membership shall expire upon the last day of the fiscal
year for the Division.
Section 3.3. Register of Members to be Kept. The
Bar shall maintain a register of Members which shall contain a designation
as to their status and such other information as the Board of Bar Commissioners
and the Board of the Division may determine to be necessary or desirable.
An updated register shall be provided to the Board of the Division upon
its request. In addition the Division may publish a directory of Members
for distribution to Division Members, upon recommendation and approval
of the Board.
Section 3.4. Information Required of Members. Each
Member of the Division shall furnish the Bar information indicating the
Member's name and address, email address, current employer and such other
information as the Board of Bar Commissioners and the Board of the Division
may from time to time prescribe. The name, business address, business
fax and telephone, and practice area information may be published in
a membership directory. All other information shall be kept confidential.
Section
3.5. Membership Certificate or Card. Each
Member shall be furnished with an appropriate membership card upon admittance
to the Division as an Active Member, or upon renewal of an Active Member
of the Division.
Section 3.6. Ethics and Professional Conduct. The Division
shall adopt and each Member shall subscribe to and be bound by the Utah
Rules of Professional Conduct as they apply. The Division Ethics Committee
shall review any violations of the Utah Rules of Professional Conduct
and make recommendations to the Board. The Board shall then make recommendations
to the Utah State Board of Bar Commissioners. Violations of the Utah
Rules of Professional Conduct may be grounds for termination of membership
in the Division and/or removal from office.
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ARTICLE 4. MEETINGS OF THE DIVISION
Section 4.1. Meeting
Dates and Notices.
(a) The time and place of the
Annual Meeting of the Members of the Division shall be fixed and notice
given by the Board not less than sixty (60) days prior to the date of
the Annual Meeting.
(b) The time and place of Special Meetings of Members of the Division
shall be fixed by the Board and notice shall be given by the Board to
all Division Members at least fifteen (15) days prior to the date of
any Special Meeting. The purpose for any Special Meeting shall be stated
in the notice.
(c) A simple majority of those Members present in person or by proxy
shall constitute a quorum for the transaction of any business to come
before a meeting. All proxies shall be in writing and shall be delivered
or mailed as instructed thereon in order to be received no later than
5:00 p.m. on the day prior to the date ballots will be counted. A proxy
shall be revocable and shall automatically cease if the Member's membership
in the Division is not active at the time the vote takes place.
Section
4.2. Programs. The Board shall appoint such committees
and shall take such action as may be appropriate to provide a program
at the Annual Meeting that will permit consideration of the affairs of
the Division and matters relating to the Division of interest to the
Members. The meetings may include such meetings of the Board, sections
or committees as may be determined by the Board.
Section 4.3. Report of
the Chair. At the Annual Meeting, the Chair shall
make a report of his or her administration to the Members of the Division,
which may be oral or in writing.
Section 4.4. Fees and Charges. A
registration fee for attendance at the Annual Meeting may be charged
to all attendees. However, the Division business portion of the Annual
Meeting shall be an open forum and open to all Members, without fee.
The Board may also make charges for attendance at luncheons, dinners
and special events in order to defray all or part of the costs thereof.
Section
4.5. Reports and Recommendations. Reports of sections
and committees, including recommendations requiring affirmative action
by the Members, shall be submitted to the Board at least one month prior
to the date of the Annual Meeting. Reports or recommendations requesting
affirmative action shall be considered by the Board and recommendations
of the Board for action thereon shall be made at the business or open
forum session of the Annual Meeting, and shall be open to debate at that
time within reasonable limitations prescribed by the presiding officer,
and a vote shall be taken thereon. The vote of the Members shall be advisory
to the Board.
Section 4.6. Resolutions and Open Forum Session. Forty-Five
(45) days prior to the Annual Meeting, any Member may present in writing
any resolution pertinent to the legal profession and within the objectives
and purposes of the Division. Resolutions so presented shall be considered
by the Board, which body shall report its recommendations with respect
to action to be taken thereon at the business or open forum session,
at which time such resolutions shall be open to debate within such limitations
as shall be prescribed by the presiding officer, and a vote shall be
taken thereon.
Section 4.7. Suspension of Rules. The
time provisions of Sections 4.5 and 4.6, above, may be suspended by the
Board for good cause, which shall be set forth in its minutes, or by
an affirmative vote of three-fourths (3/4) of the Members present at
any business meeting.
Section 4.8. Record of Proceedings. A record of
the proceedings of the Annual Meeting shall be kept by the Secretary
and shall be available to the Members. At the first Regular Meeting of
the Board held after the Annual Meeting, a review of the proceedings
shall be made by the Board for the purpose of considering any duly adopted
resolutions or recommendations approved at the Annual Meeting.
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ARTICLE 5. BOARD OF DIRECTORS.
Section
5.1. Board of Directors, Number, Terms and Vacancies, Powers and Duties.
(a)
Number. There shall be a Board of Directors of the Division consisting
of not fewer than five (5) nor more than thirteen (13) elected Members
and shall at all times be comprised of an uneven number. From time to
time, the Board may increase the number of Directors in multiples of
two to reach the maximum number of thirteen (13); provided, however,
that the timing of the additions to the Board shall provide for staggered
terms for the Board.
(b) Term. The term of office of each Director shall be two years or until
a successor is elected and qualified, provided, however, that no Director
may be elected for more than two consecutive terms.
(c) Regions. The number of Division regions and their geographical boundaries
may be determined from time to time by the Board as appropriate to provide
for adequate membership representation on the Board. The regions and
geographical boundaries shall be set forth in the Standing Rules of the
Division. One Director shall be elected from each of the geographical
regions.
(d) Vacancies. In the event of a vacancy on the Board occurring prior
to the expiration of the Director's completed term of office by reason
of the death, resignation, incapacity, or upon the Director ceasing to
be an active member of the Division in good standing, the remaining Directors
shall appoint a successor from among the active Members of the Division
who shall serve until the following annual election. If the vacancy is
for a Director of a designated geographical region, and if there is an
eligible and willing active Member of the Division within the geographical
region, then to the extent it is feasible, the Director appointed to
fill the vacated position shall be a Member whose mailing addresses on
the records of the Bar are in the region from which the vacating Director
was elected. In the event there are no eligible Members from a region,
then the Board may, but is not required to, take action to deem the vacant
Director position an at-large position, and the Board shall appoint a
successor from among the active Members of the Division, who shall serve
until the following annual election.
(e) Powers. The Board may exercise all powers necessary and proper to
carry out the duties and responsibilities of the Division and shall exercise
all authority which is not specifically reserved to the Bar.
(f) Duties. It is the duty of a Director to supply leadership to the
Division; to attend all Board meetings and the Annual Meeting; to be
an active representative of the Division; to advise the Board of local
needs of Division Members; to carry out assigned committee responsibilities
and to promote Division programs; to further the objectives and meet
the responsibilities of the Division; and to perform such duties as the
Chair or the Board may, from time to time, direct.
(g) Failure to Fulfill Duties. In the event a Director fails or refuses
to attend regularly called meetings of the Board, misses and is unexcused
for three (3) consecutive Board meetings, or otherwise fails to fulfill
the duties of the position, at the option of the Board, the Director
shall be deemed incapacitated and the corresponding Director position
shall be deemed vacated, and the vacancy shall be filled by the Board
in accordance with Section 5.1(d).
Section 5.2. Election of Directors. The
Members shall elect all Directors of the Division, which election shall
take place at each Annual Meeting. Voting shall be by proxy or ballot
at the Annual Meeting except when there is but one candidate for any
office. In that event, if there is no objection, the election of that
Director may be by hand or voice vote. Prior to the submission of the
ballot at the Annual Meeting, the Elections Chair shall appoint a judge
and three (3) tellers for the purpose of tallying the votes, including
all ballots voted by proxy. The judge shall certify the results of said
vote to the Parliamentarian, who shall announce the results to the assembly.
A majority shall elect. In the event of a tie, the voting Members shall
immediately proceed to vote by ballot to dissolve such tie. Should a
third ballot fails to break the tie, the winner shall be determined by
lot.
Section 5.3. Election Notice. A
call for nominations for election of Directors and notice of the regions
from which they shall be elected during the current year shall be mailed
to the active Members of the Division in that region no later than ninety
(90) days prior to the date set for each Annual Meeting.
Section 5.4.
Nomination. Nominations shall be in writing, and
filed with the Secretary of the Division at least sixty (60) days prior
to the date of the next Annual Meeting. A form for the nomination of
Directors shall be furnished to all active Members and shall take substantially
the form set forth in the Standing Rules of the Division.
Each nomination
form must be signed by at least one (1) active Member of the Division;
provided, however, that in the case of a nomination for a regional Director,
the nomination may be signed by one (1) member of the Board of Directors
of the Division, or by an active Member of the Division whose mailing
address on the records of the Bar is in the geographic region for which
the nomination is being made. The mailing address of the Member seeking
election as a regional Director must be in the geographical region for
which candidacy is declared. Any candidate for a Director position must
meet the qualifications for membership in the Division and must be an
active Member of the Division in good standing at the time of nomination
and election. No candidate may seek election to more than one Director
position.
Section 5.5. Election Procedures.
(a)
Ballots shall be mailed to all active Members in each geographic region
in which an election is to be held, containing the alphabetized names
of those Members who have been nominated from the respective regions.
Said ballots shall be mailed to active Members at their mailing address
in the respective regions at least thirty (30) days prior to the date
on which ballots will be counted. Each Member may vote in person or by
proxy. All proxies shall be in writing and shall be delivered or mailed
as instructed thereon in order to be received no later than 5:00 p.m.
on the day prior to the date ballots will be counted. A proxy shall be
revocable and shall automatically cease if the Member's membership in
the Division is not active at the time the vote takes place.
(b) Balloting may be by mail or in person. Ballots shall state the
date upon which they are due and where to return them. Ballots shall
be delivered or mailed as instructed thereon in order to be received
no later than 5:00 p.m. on the day prior to the date ballots will be
counted. All balloting shall close at 5:00 p.m. on the day prior to
the date ballots will be counted.
(c) The Parliamentarian of the Board, acting as the Elections Chair
shall appoint a judge and three (3) tellers for the purpose of tallying
the votes, including all ballots voted by proxy. The judge shall certify
the results of said vote to the Parliamentarian who shall announce
the results to the assembly. A majority vote shall elect. In the event
of a tie, the voting members shall immediately proceed to vote by ballot
to dissolve such tie. Should a third ballot fail to break the tie,
a winner shall be determined by the drawing of lots.
(d) Those individuals elected shall be notified of that fact by the
Chair of the Division who shall then call a meeting of the Board immediately
following the Annual Meeting for the purpose of re-organizing the Board.
Public announcement of the election results shall be made at the discretion
of the Chair.
(e) The terms of new Directors shall begin when they are seated at
the annual reorganization meeting of the Board, which is held immediately
following each Annual Meeting.
(f) In the event an insufficient number of nominating petitions are
filed to require balloting in a region, the person or persons nominated
shall be declared elected.
(g) In the event any day or date set forth herein shall fall on a Saturday,
Sunday or holiday, the act required or time fixed shall occur on or
run from the next working day.
Section 5.6. Meetings.
(a) The
Board shall hold Regular Meetings at the Utah State Bar offices, or at
such other place as the Board may determine.
(b) Special meetings of the Board may be held at any time upon the
call of the Chair, and shall be called by him or her at the request
of three (3) or more members of the Board.
(c) Reasonable notice (at least ten (10) days) of the time and place
of all Regular Meetings shall be given to each member of the Board
by the Chair, or at the direction of the Chair, by electronic transmission,
mail, telephone, fax or telegraph.
(d) At any regular or Special Meeting of the Board any business may
be transacted which is within the power of the Board, whether or not
such business has been placed upon the agenda in advance.
(e) In the event that the Chair desires the vote of the Board without
calling a meeting, such a vote may be taken by e-mail, telephone or
by fax, provided that all members of the Board who are available at
their respective business offices shall be given an opportunity to
vote. A vote shall not be valid if a majority quorum of the Board cannot
be reached.
Section 5.7. Quorum. A majority
of the number of Directors present at any regularly scheduled meeting
shall constitute a quorum for the transaction of business at any meeting
of the Board, unless a greater number is required as specifically stated
herein.
The selection of a Chair, Chair-elect, Secretary, Finance Officer
and any interim Director to fill a vacancy, shall be by majority vote
of the entire Board. All Directors of the Board who are present shall
vote on all matters when a vote is taken unless they excuse themselves
from voting or are excused from voting by a majority of the Board members
present by reason of conflict of interest. A Chair who is no longer
serving in a term as an elected Director has authority to vote on matters
brought before the Board only if necessary to break a tie vote.
Directors
may participate in a regular or Special Meeting by, or conduct the meeting
through the use of, any means of communication by which all Directors
participating may simultaneously hear each other during the meeting.
A Director participating in a meeting by this means is deemed-to be present
in person at the meeting.
Section 5.8. Executive Committee. An
Executive Committee of not fewer than three (3) members of the Board,
one of whom shall be the Chair, shall be appointed by the Board. The
duties of the Executive Committee shall include: (a) the handling of
emergency matters when the Board cannot be convened or the necessary
quorum met; (b) the review of the affairs of the Division and the making
of recommendations to the Board; (c) the handling of ministerial and
routine business the Division which transpires between Board meetings;
and (d) any other matters delegated to it by the Board. All recommendations
and ministerial matters shall be reported to the Board as a part of the
agenda for the next Board meeting following such action.
Section 5.9.
Liaison Assignments. In addition to performing
such duties as are required by law or which may be assigned, any Director,
officer, or ex-officio member of the Board may be assigned as a contact
or liaison representative to the various committees, sections and units
of the Division, Bar, paralegal organizations or other organizations
and their affiliates. Liaison assignments shall be appointed by the Board
from year-to-year, solely at the Board’s
discretion. A liaison shall report with respect to any such assignment
at meetings of the Board. Where possible the Board should affiliate and
participate with, and be informed of the work of the Bar, paralegal organizations
and other organizations on subjects relating to those under consideration
by the Board, committees, sections and units of the Division, to which
the liaison is assigned.
Section 5.10. Sub-committees. The
Board may appoint such sub-committees of the Board as it deems desirable
in order to carry out its functions.
Section 5.11. Ex-Officio Members. Ex-Officio
members of the Board may be designated by the Board from year to year,
at the Board's discretion. Ex-officio members shall not be entitled to
vote.
Section 5.12. Record of Proceedings. A record of the proceedings
of all Board meetings shall be kept by the Secretary and shall be available
to the Members.
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ARTICLE 6. OFFICERS.
Section
6.1. Officers. The elected officers of the Division
shall be Chair, Chair-elect, Secretary and Finance Officer who shall
be elected by the Board and who shall hold their offices for one year
or until their successors are duly elected and qualified.
Section 6.2.
Chair. The Chair of the Division shall be elected
by the Board as hereinafter provided. The Chair shall preside at all
meetings of the Division and of the Board, and in the event of any absence,
incapacity, or disqualification, the Chair-elect shall perform the duties
of the Chair. The Chair shall represent the Division at all appropriate
functions and shall perform such other duties and otherwise represent
the Division and the Board as directed by the Board.
The Chair of the
Division shall be the Division Delegate to the Board of Bar Commissioners
of the Utah State Bar. The Delegate shall attend all meetings of the
Board of Bar Commissioners and shall report thereon to the Board and
shall act in all other respects as liaison between the Bar Commission
and the Division or as directed by the Board.
In the event the Chair is
unable to serve as the Delegate to the Board of Bar Commissioners, then
those Delegate responsibilities may be assigned to the Chair-Elect or
the Immediate Past Chair of the Division, who shall then have the responsibility
to attend all meetings of the Board of Bar Commissioners, and shall report
thereon to the Board and shall act in all other respects as liaison between
the Bar Commission and the Division or as directed by the Board
Section
6.3. Chair-elect. The Chair-elect of the Division
shall automatically succeed to the office of Chair. In the event that
a Director is nominated and elected Chair-elect during the first year
of his or her term of office and serves as Chair-elect during the second
year of his or her term, that Chair-elect shall succeed to the office
of Chair and shall serve as Chair of the Division with authority to represent
the Division and preside at all meetings of the Board and the Division
even though the Chair may no longer be serving in a term as an elected
Director. A Chair who is no longer serving in a term as an elected Director
has authority to vote on matters brought before the Board only if necessary
to break a tie vote.
The Chair-elect shall be the Division’s delegate
to the Governmental Relations Committee of the Utah State Bar; shall
attend all meetings of the Governmental Relations Committee, and shall
report thereon to the Board, as directed by the Board.
In the event the
Chair-elect is unable to serve as the delegate to the Governmental Relations
Committee, then the Chair-elect shall appoint a representative to serve
as the delegate, and said delegate shall have the responsibility to attend
all meetings of the Governmental Relations Committee, and shall report
thereon to the Board, as directed by the Board.
Section 6.4. Secretary. The
secretary shall attend all meeting of the Members and of the Board of
Directors, and shall keep a full and accurate account of all such meetings.
Section
6.5. Finance Officer. The Finance Officer shall
monitor the account of receipts and disbursements of the Division and
shall direct preparation of records, budgets and financial reports of
the finances of the Division.
Section 6.6. Parliamentarian. The
Board shall appoint a Parliamentarian who may be an ex officio member
of the Board and who shall supervise the parliamentary procedures of
all meetings. In the absence of the duly appointed Parliamentarian at
any meeting, a majority of those members present shall elect a substitute
Parliamentarian for that meeting. The Parliamentarian shall automatically
be Chair of the Elections Committee.
Section 6.7. Election Procedures.
(a)
Nominations. A Division Member currently sitting on the Board who wishes
to be considered for nomination as Chair-elect, Secretary or Finance
Officer, shall notify the Board in writing no later than April 1st. The
Parliamentarian shall solicit nominations and conduct the election of
the officers at a regularly scheduled meeting of the Board.
(b) Ballots. Balloting for the office of Chair-elect, Secretary and Finance
Officer, shall be by secret ballot except that any Director not in attendance
at the meeting may submit their vote in writing to the Parliamentarian,
to be received no later than 5:00 p.m. the day prior to the voting
Section
6.8. Seating New Board Members and Officers. The reorganization meeting
of the Board shall be called to order by the retiring Chair. He or she
shall first conduct any unfinished business to come before the existing
Board. Thereafter, the newly elected Board members who have been found
qualified and declared elected shall be seated as members of the Board.
The retiring Chair shall recognize and seat the new Chair and Chair-elect.
Section
6.9. Terms of Office. The terms of office of the
Chair, Chair-elect, Secretary and Finance Officer shall run concurrently
for a one (1) year period, and shall begin at the commencement of the
Division Annual Meeting and run until successors have been seated. Notwithstanding
the running of the Chair's term of office, all official functions of
the Annual Meeting shall be presided over by the outgoing Chair.
Section
6.10. Vacancies. In the event a vacancy occurs
in the office of the Chair, Chair-elect, Secretary or Finance Officer
by reason of death, resignation, incapacity, or upon the incumbent ceasing
to be an active member of the Division in good standing, such vacancy
shall be filled by the Board from among its members upon a majority vote
by secret ballot of the remaining Board members. Board members not in
attendance at the meeting may submit their vote in writing to the Chair,
to be received no later than 5:00 p.m. the day prior to the voting.
Section
6.11. Incapacity. In the event an Officer of
the Division shall fail or refuse to attend regularly called meetings
of the Board, or otherwise fail to fulfill the duties of the position,
at the option of the Board, and upon a majority vote of the Board by
secret ballot, the Officer shall be deemed incapacitated and the position
shall be deemed vacant. The vacancy shall be filled by the Board in accordance
with Section 11 of this Article.
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ARTICLE 7. FINANCES.
Section 7.1.
Annual Fees. The annual fees to be paid each year
by all Members of the Division shall be fixed by the Board.
Section 7.2.
Annual Budget. The Finance Officer shall prepare
a budget that shall be published for comment prior to final adoption.
The Board shall adopt the budget at its first Regular Meeting following
the reorganization meeting. No obligations shall be incurred unless within
the limits of the budget and within the scope of the authorized objectives
of the Board.
Section 7.3. Amendments to Annual Budget. At
any meeting, the Board shall have the authority, by a majority vote of
those present, to amend the allocation of budgeted funds, provided that
the total amount of the amended budget shall not be increased beyond
available revenue.
Section 7.4. Disbursements.
(a)
Funds of the Division shall be disbursed in accordance with the provisions
of law and these Bylaws, and at the direction of the Board.
(b) All disbursements and requests for reimbursements over $300.00 require
prior approval of the Board. Lesser requests for reimbursement shall
be approved by the Chair and Finance Officer.
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ARTICLE 8. SPECIAL RULES AND REGULATIONS.
Section 8.1.
Admissions to the Division. The Board shall promulgate rules for admission
of applicants to the Division pursuant to the Rules for Integration and
Management of the Utah State Bar and the Rules for the Division as set
by the Supreme Court and shall recommend adoption by the Board of Bar
Commissioners as rules governing the qualifications and requirements
for admission to the Division.
Section 8.2. Sections, Standing Committees,
Special Committees. To facilitate the accomplishment of the purposes
and objectives of the Division, the Board shall create appropriate sections,
standing committees and special committees of the Division to which matters
may be referred for handling and/or recommendation to the Board. The
Board may call for regular or periodic reports from such committees and
sections at times and to such extent as shall appear appropriate to the
Board.
Section 8.3. Committees of the Division shall be:
(a)
Standing committees, which shall continue in existence until abolished
by the Board.
(b) Ad hoc committees, which have been created for a specific purpose,
shall be terminated upon completion of that purpose. Membership on ad
hoc committees shall be for the time such committee is in existence.
(c) The Board shall appoint a chair for each standing or ad hoc committee.
(d) The Board may make recommendations to the chair of each standing
or ad hoc committee for appointments to such committees. Members of the
standing committees shall be appointed at the discretion of the Board.
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ARTICLE 9. GENERAL.
Section 9.1. Limitations on Publicity. No recommendation or report of a section, committee, or member thereof
shall become the recommendation or report of the Division until approved
by the Board, and no such report or recommendation shall be released
publicly prior to submission to and approval of the Board and the Board
of Bar Commissioners.
Section 9.2. Authority. No committee,
section, or any officer or member thereof shall have the power to make
the Division or the Bar liable for any debt or obligation.
Section 9.3.
Indemnification of Directors and Officers. Any person who serves as a
Director or Officer of the Division, or on behalf of the Division as
a director or officer of another division of the Utah State Bar, whether
for profit or not for profit, shall be deemed the Division’s
agent for the purposes of this Article. Such person shall be indemnified
by the Division against accounts, debts, liabilities and obligations
including expenses (including attorneys’ fees), judgments, fines,
excise taxes, and amounts paid in settlement, actually and reasonably
incurred by such person who was or is a party or threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (but not for any criminal
matters) by reason of such service as a Director. Such party shall be
indemnified upon an affirmative majority vote of the Board, if the Board
determines that such person acted within the scope of assigned or approved
Division duties, and acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Division.
Section 9.4. Amendments of Bylaws. Bylaw
amendments shall be adopted by a majority vote of the Members present
in person or by proxy at any regular, special or Annual Meeting of the
Division. Proposed Bylaw amendments shall be submitted to the Division
Parliamentarian, who is responsible for forwarding them in proper form
to the Board for presentation to the Members for review and approval
by vote.
Section 9.5. Effective Date. These Bylaws shall take effect immediately
upon their adoption by the Division Members at a Special or Annual Meeting
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ARTICLE 10. PARLIAMENTARY AUTHORITY.
Robert's Rules of Order Newly Revised shall be the parliamentary authority
where applicable and where there is no conflict between said rules
and the Bylaws.
CERTIFICATION
The undersigned duly elected Secretary of the Board of Directors of
the Division does hereby certify that the foregoing Amended and Restated
Bylaws were adopted by a majority vote of the Members of the Division
on the 15th day of June, 2007.
__________________________,
/S/ AARON THOMPSON SECRETARY
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