BY-LAWS OF THE RHODE ISLAND WOMEN’S BAR ASSOCIATION
ARTICLE I
NAME AND PURPOSE
Section 1. The name of this Corporation shall be the Rhode Island Women’s Bar Association (“RIWBA”).
Section 2. The purposes of this Corporation shall be to promote the advancement of women in the legal profession, to promote the advancement of women in a just society, to promote the administration of justice, to encourage a spirit of cooperation among its members, and to engage in any other activities allowed by a non-profit corporation under Rhode Island law; provided however, that the Corporation shall not take any action or fail to take any action that would compromise the status of the Corporation as a § 501(c)(6) organization under the Internal Revenue Code of 1986, as amended.
Section 3. The Corporation is organized to comply with the Rhode Island Non-Profit Corporation Act. As such, the Corporation is not organized for business purposes or profit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any Director or Officer of the Corporation.
Section 4. The Corporation, in all phases of its operation, will adhere to a policy of nondiscrimination, that is, the Corporation shall operate at all times without regard or prejudice as to race, ethnicity, culture, language, religion, socioeconomic status, sex, sexual orientation, age, gender identity or expression, genetic characteristics, disability, or national origin.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the Corporation shall be located in the City of Providence, State of Rhode Island. The Corporation may have such other offices either within or outside the State of Rhode Island as the Board of Directors may from time to time determine.
Section 2. Registered Office. The registered office of the Corporation shall be located in the State of Rhode Island. The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.
Section 3. Registered Agent. The registered agent is the secretary of the Corporation, unless another officer/board member is chosen by the Board.
ARTICLE III
MEMBERS
Section 1. Membership Classifications.
(a) Voting Members. Voting membership in the Corporation is open to any member of the Rhode Island bar who pays annual dues and is generally supportive of the goals and purposes of the Corporation set forth in Article I, Sec. 2 of these By-Laws.
(b) Student Members. Law students who pay annual dues and whose membership has been approved by the Board of Directors may become non-voting members of the Corporation. By invitation of the President, law students may attend Board of Directors meetings and participate in committees in a non-voting capacity.
(c) Associate Members. Individuals who are not eligible for voting membership pursuant to Article III, Sec. 1(a) but who support the purposes and activities of the Corporation may become an Associate Member upon application to and approval by the Board of Directors, and subject to any terms and conditions imposed by the Board of Directors including but not limited to the payment of dues. Associate Members may not vote or serve on the Board of Directors or as voting members of any committee. By invitation of the President, Associate Members may attend Board of Directors meetings and participate in committees in a non-voting capacity.
(d) Life Members. Any voting member in good standing may become a Life Member by making a significant one-time contribution to the Corporation, in an amount set by the Board of Directors. Life Members shall not be assessed any dues thereafter and shall enjoy all the privileges of membership provided they otherwise remain eligible for membership.
(e) Honorary Members. Honorary, one-year memberships may be awarded by the Board of Directors. Honorary members shall not be required to pay dues. Honorary Members may not vote or serve as members of the Board of Directors or as voting members of any committee.
Section 2. Annual Dues. The Board of Directors shall determine the amount of annual dues to be assessed for each membership classification. Notice of any increase in the amount of annual dues shall be given at least sixty (60) days prior to the renewal date of membership. Dues shall run from July 1st until the last day of June and shall not be apportioned.
Section 3. Annual Meeting. The Annual Meeting of the members shall be held on or before June 30th of each year for the purpose of electing Directors and Officers and for transacting such other business as may come before the meeting. If the election of Directors is not held at the Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the elections to be held at a Special Meeting of the members as soon thereafter as is practicable. Only Voting Members who have paid annual dues and Life Members shall be eligible to vote at Annual Meetings.
Section 4. Special Meeting. Special meetings of the members for any purpose or purposes, unless otherwise proscribed by law, may be called by the President or by the Board of Directors, or shall be called by the President at the request of not less than twenty percent (20%) of the voting members. Only Voting Members who are current with their annual dues and Life Members shall be eligible to vote at Special Meetings.
Section 5. Place of Meeting. The President or the Board of Directors may designate any place as the place of meeting for any Annual Meeting or for any Special Meeting.
Section 6. Notice of Meeting. Written notice, stating the place, date, and hour of the meeting and, in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting by electronic mail, to each member of record entitled to vote at such meeting. Notices shall be sent to the electronic address that appears on the records of the Corporation. Such notice shall be deemed to be delivered when sent electronically.[CB4]
Section 7. Quorum. Ten percent (10%) of the members of the Corporation plus one (1) member of the members entitled to vote shall constitute a quorum at a meeting of members. If less than a quorum is represented at a meeting, a majority of the members who are present may adjourn the meeting to a new date, time, and location without the requirement of additional notice sent pursuant to Article III, Sec. 6. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. Where a duly convened meeting of the members has achieved a quorum in the first instance, the members present at the meeting may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 8. Voting. Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. Proxy voting will not be allowed at membership meetings, except that members registered for and attending the membership meeting who are required to leave early may vote early, if allowed by any rules as may be adopted by the membership for the conduct of the meeting.
Section 9. Parliamentary Procedure. Whenever necessary or advisable, the President, in his/her sole discretion, may appoint a parliamentarian to conduct meetings of members and to apply the Rules of Parliamentary Procedure set forth in Robert’s Rules of Order, as such Rules may from time-to-time be revised and subject to such special rules as adopted by the membership at the time of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors which serves as the Executive Committee. The Board of Directors shall be empowered to take all necessary action in a manner not inconsistent with the powers set forth herein to manage the day-to-day operations of the Corporation.
Section 2. Board of Directors. The number of individuals serving on the Board of Directors (“Directors”) of the Corporation may from time to time be changed but shall be no more than eleven (11) nor less than five (5), not including the immediate past President, who shall serve ex officio, without vote. Directors need not be residents of Rhode Island.
Directors shall be nominated by the Nominating Committee and elected by the membership at the Annual Meeting each year; provided, however, that any member who obtains petition signatures of at least 10% of the membership for nomination for a Board position and who presents such signatures to the Board fourteen (14) days prior to the Annual Meeting shall be included in the election at the Annual Meeting and, if elected, shall serve as a Director. Once elected, Directors shall serve for a one-year term. Any Director elected in or after 2017 may serve a maximum of ten (10) consecutive terms. Any Director who has served for the maximum consecutive years may be re-elected to the Board of Directors after a period of two (2) years’ absence has elapsed.
Section 3. Regular Meetings. The Board of Directors shall meet regularly throughout the year for the purpose of conducting the business of the Corporation. Regular meetings of Directors shall be held at such time and place as the Board of Directors deems appropriate and may be convened without notice to the membership except as may be required by Article IV, Sec. 4 herein. Any member of the Corporation who is in good standing may attend regular meetings of the Board of Directors.
Section 4. Special Meetings. Special meetings of the Directors may be called by or at the request of the President or any three (3) Directors and may be convened without notice to the membership. Those who are authorized to call special meetings of the Directors may fix the time and the place for any such meeting called by them. Any member of the Corporation who is in good standing may attend special meetings of the Board of Directors.
Section 5. Notice. Notice of Directors’ meetings shall be delivered to each Director’s electronic mail address which appears in the records of the Corporation. Notices shall be sent no less than two (2) days prior to the meeting and shall be deemed delivered when transmitted. In the case of any voting member who notifies the President that he or she desires to be notified of such meetings, reasonable notice shall be so provided.
Section 6. Manner of Acting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Directors. Meetings of the Directors may be held in person or by means of telephone or video conference. If held by telephone or video conference, each Director in attendance shall identify themselves when entering and exiting the meeting.
Section 7. Action by Consent without a meeting. Any action required or permitted to be taken without a meeting pursuant to a written consent, including via electronic mail. The consent shall set forth the action taken and shall be signed by all of the Directors. Members who have notified the Board of Directors of their desire to be notified of meetings of the Directors also shall be notified of the Directors' actions taken by written consent.
Section 8. Quorum. A majority of the number of sitting Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or for any action taken by consent. In the absence of a quorum, a majority of the Directors in attendance may adjourn the meeting from time to time until a quorum is achieved.
Section 9. Vacancies. Any vacancy occurring in the Board may be filled by the vote of a majority of the Directors. A Director appointed to fill a vacancy shall hold office for the unexpired term of his or her predecessor. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board for a term of office continuing only until the next election of Directors by the members.
Section 10. Removal. Any and all of the Directors may be removed by vote of a majority of the members of the Corporation.
ARTICLE V
OFFICERS
Section 1. Officers. The Officers of the Corporation shall be one President, one or more Vice Presidents, a Secretary, and a Treasurer. The members may elect such other Officers and assistant Officers as deemed necessary or appropriate. Only members of the Board of Directors may serve as Officers. A Director may only serve one Officer position at a time.
Section 2. Election and Term of Office. Officers shall be nominated by the Nominating Committee and elected by the membership each year during the Annual Meeting. Any member who obtains petition signatures of at least 10% of the voting membership for nomination for an Officer’s position and who presents such signatures to the Board fourteen (14) days prior to the Annual Meeting, shall be included in the election and may be elected to an Officer’s position provided he or she also is elected as a Board Member pursuant to Article IV section 2 herein.
If the election of Officers is not held at the Annual Meeting, such election shall be held as soon thereafter as is practicable. Each Officer shall hold office until his or her successor shall have been duly elected [CB11] until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. No Officer shall serve more than two one-year terms, consecutively, in the same office.
Section 3. Removal. Any Officer may be removed by a vote of the majority of the members of the Corporation.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
Section 5. The President. The President shall generally supervise all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the Board of Directors. The President or his/her designee shall be the official spokesperson for the Corporation. The President shall sign, with the Treasurer, any deeds, mortgages, bonds, contracts or other instruments which the Directors or members have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these By-Laws to some other Officer.
Section 6. The Vice President. The Vice President shall perform such duties and such powers as the Board of Directors may from time-to-time prescribe. In the absence or disability of the President, the Vice President shall perform the duties and exercise the power of the President. If there shall be more than one Vice President, the Board of Directors shall determine the order of succession.
Section 7. The Secretary. The Secretary shall keep the minutes of the proceedings of the members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these By-Laws and as may be required by law, be custodian of the corporate records, and in general perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned to the Secretary by the President or by the Board of Directors. The Secretary shall keep and maintain a register of the electronic address of each member, as furnished by the member. The Secretary may delegate his or her obligation to maintain the register of members to the chair of the membership committee.
Section 8. The Treasurer. The Treasurer, with the President, shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, receive, give and maintain a file of receipts and moneys due and payable to the Corporation from any source whatsoever, including but not limited to membership dues, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws, prepare a year-end financial report to be presented at the Annual Meeting of all members, assist in preparing a proposed annual budget in conjunction with the Board of Directors, keep the Directors apprised of the Corporation’s financial condition and of any material changes thereto, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to the Treasurer by the President or by the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Subject to the provisions of this Article, the Board of Directors may establish and abolish committees, and define committee purposes, as the Directors deem appropriate to carry out the mission and objectives of the Corporation. Committees may include, but are not limited to, committees responsible for: meetings and events; education and outreach; membership; multiculturalism, diversity, gender equality; fairness and access to justice; fundraising; publications; media and public relations; tax finance and compliance; by-laws; and long term strategic planning and advice.
Section 2. The President shall appoint chairs of such committees. Only members of the Board of Directors may serve as a committee chair.
Section 3. Each Committee chair may appoint members to their committees as necessary to carry out the committee purposes, unless otherwise provided in these By-Laws or unless otherwise directed by the President or Directors.
Section 4. A standing Nominating Committee is hereby established. The immediate past president shall chair the Nominating Committee, which shall consist of not less than two (2) but not more than four (4) voting members of the Board of Directors. The President shall appoint the members of the Nominating Committee, with the advice and consent of the Board of Directors. If the immediate past president is unable or unwilling to serve as the chair of the Nominating Committee, the Board of Directors shall appoint a current Director as an additional member and chair of the Nominating Committee.
The Nominating Committee shall present to the current Board a list or slate of proposed Directors and Officers for the following year. The slate shall be presented to the Board not less than sixty (60) days prior to the Annual Meeting of the members and shall be distributed to the membership no less than thirty (30) days prior to that meeting. The immediate past president may vote on the nominations only in the event of a tie.
Section 5. Each committee chair shall schedule meetings at his or her discretion, and, whenever practicable, shall send notice of committee meetings to known committee members at least ten (10) days before the scheduled meeting.
ARTICLE VII
FISCAL AFFAIRS
Section 1. Authorization. No commitment or expenditure of funds over five hundred dollars shall be made by any person unless authorized by the Board of Directors. The President and one other Board member may authorize expenditures under that amount as necessary to carry on the day-to-day operation of the Corporation.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution adopted by two-thirds (2/3) of the Directors.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time in the name of the Rhode Island Women’s Bar Association in such banks, trust companies or other depositories as the Directors may select.
Section 4. Checks, Drafts, or other Similar Orders. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be executed in accordance with Article V, Sec. 5 or in such a manner as shall from time-to-time be determined by resolution of the Board of Directors.
Section 5. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June.
ARTICLE VIII
WAIVER OF NOTICE
Whenever any notice is required to be given to any person under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Rhode Island Nonprofit Corporation Act, Chapter 6 of Title 7 of the General Laws of Rhode Island, 1956, as amended, or any other applicable statute, a waiver thereof may be executed by the person or persons entitled to such notice. Such waiver may be express or implied and may be communicated in writing or electronically, including by electronic mail or facsimile, and may be communicated before or after the time the notice is required. The attendance of a person at a meeting shall constitute waiver of notice of such meeting, except when a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or members need be specified in any waiver of notice of such meeting.
ARTICLE IX
INDEMNIFICATION
As required by and in accordance with R.I.G.L. § 7-6-6, the Corporation shall indemnify its Officers, Director, and others acting on behalf of the Corporation in an official capacity. In addition, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against such person in any capacity or arising out of such person’s status, regardless of whether or not the Corporation would have the authority or obligation to indemnify such person against liability under the provisions of the Rhode Island Nonprofit Corporation Act.
ARTICLE X
AMENDMENTS
These By-Laws may be amended or repealed and new By-Laws adopted through a vote by the Board of Directors, acting as the By-Laws Committee, at any regular or special meeting of the Directors, provided however, that any and all proposed amendments or new or additional By-Laws shall be provided to each member in good standing at least thirty (30) days prior to the meeting during which the Board votes on the changes. Such notice shall be sent to the members’ electronic address as carried in the Corporate records and shall be deemed delivered upon transmission. The notice shall state the form and manner in which such members may object to the changes and the latest date upon which they may object. The Secretary of the Corporation shall keep and maintain a record of the objections.
If no more than five (5%) percent of the members have objected to the changes during the 30 days following notice, then the Board may vote to approve the proposed changes. If more than five (5%) percent of the members object, then a special meeting of the membership shall be convened pursuant to Article III section 4herein for the purpose of considering and voting upon the proposed changes. Any changes to the By-Laws shall then become effective only upon the majority vote of the members in good standing attending the special meeting.
ARTICLE XI
INTERPRETATION OF TERMS; SEVERABILITY
Whenever used herein, pronouns of any gender relating to members, Directors or Officers shall apply to both females and males.
If any provision of these By-Laws is held to be unenforceable, all other provisions shall nevertheless be valid and remain in full force and effect.
CERTIFICATION
The undersigned, being the Secretary of RIWBA, a Rhode Island Non Profit corporation, by his or her signature below, certifies that this is a true and correct copy of the By-Laws of said corporation.
