BYLAWS OF THE MIDDLE EASTERN LEGAL ASSOCIATION OF WASHINGTON
STATEMENT OF MISSION AND PURPOSE
The Middle Eastern Legal Association of Washington serves as a legal society for attorneys and law students of Middle Eastern descent, along with their friends and supporters, that will seek to advance the goals of its members, provide a legal voice for the Middle Eastern community in Washington, address and educate the public on legal and political issues facing Middle Easterners, and offer resources as well as social, networking, and mentorship opportunities for its members and the public.
Article I: Offices
1.1 Registered Office and Registered Agent: The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical to such registered office.
Article II: Membership
2.1 Active Members: Active members shall consist of law school graduates, licensed attorneys (not currently suspended or disbarred from any bar association), legal professionals, or other individuals as appointed by the Board of Directors. Active members must attend at least one of the association events in a year period (subject to appeal for extraordinary circumstances), must pay membership dues, and must comply with these Bylaws.
2.2 Student Members: Student members shall consist of individuals enrolled in law school or participating in a law study program approved by a state bar association. Student members must pay membership dues, if any (except as waived), and must comply with these Bylaws.
2.3 Community Members: Community members shall consist of any non-attorney members of the public who support the corporation’s mission and purpose. Community members must attend at least one of the association events in a year period (subject to appeal for extraordinary circumstances), must pay membership dues, if any (except as waived), and must comply with these Bylaws.
2.4 Supporters: Supporters shall consist of members of the public, whether inside or outside the legal profession, who support the corporation’s mission and purpose, and wish to remain apprised of the corporation’s activities. Supporters shall receive the corporation’s newsletter or other regular updates and invitations or announcements. However, they shall not have voting rights or other benefits of membership.
2.5 Advisory Board: Advisory board members shall be those individuals, domestic or foreign profit or nonprofit corporations, general or limited partnerships, associations or other entities appointed to such category by the Board of Directors.
2.6 Annual Membership Fee: The annual membership fee shall be determined by the Board of Directors and may vary by class. The membership fee may also be waived by the Board of Directors.
2.7 Status of Membership: Membership in the corporation shall be personal, shall not survive the death of any individual member, and may not be transferred by any means.
2.8 Termination of Membership: Membership in the corporation may be terminated for any action by a member that is detrimental to the best interests of the corporation, or for failure to actively support the corporation purposes or participate in corporation activities. Removal shall require the affirmative vote of at least three-fourths of the Board of Directors. In the event that any such termination is contemplated, the Board of Directors shall notify the member in writing of the reasons for the proposed action, and the time and place of the meeting of the Board of Directors at which termination is to be considered, no later than ten calendar days prior thereto. At the meeting, the accused member shall be entitled to respond to the stated reasons, and to be heard in his or her own defense.
2.9 Member Committees: The corporation shall have standing “Member Committees” as provided by these bylaws. All Member Committees shall report directly to the Board of Directors. Member Committees shall not take any action on behalf of the corporation, the members of the corporation, or the Board of Directors except as authorized by the Board of Directors. The Member Committees shall present recommendations to the Board for action.
Article 3: Voting Rights
3.1 Quorum: Ten percent (10%) of the members, represented in person or by telephone (see Section 3.5) or by proxy (see Section 3.3), shall constitute a quorum at a meeting of members. If less than a quorum is present at a meeting, the meeting may be adjourned until such time that a quorum is obtained. If a quorum is reached at any point during a meeting, then a vote is valid even if a quorum no longer exists at a subsequent point during the meeting.
3.2 Manner of Acting: The vote of the majority of the votes entitled to be cast by the members represented in person or by telephone or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, Articles of Incorporation, or these Bylaws. An abstention shall not be considered as a vote entitled to be cast. A member entitled to vote may vote in person at any meeting, or such member may vote by mail, electronic transmission, or by proxy.
3.3 Proxies: The Board and the membership reserve the right to institute proxy voting. An executed proxy may be transmitted to the corporation by regular or express mail, private carrier, personal delivery, email, electronic network posting, facsimile, or by telegram or teletype. A proxy shall be valid only if executed and dated within eleven months of the date of the meeting at which the proxy vote is cast.
3.4 Action by Members without a Meeting: The Board and the membership reserve the right to determine guidelines governing actions by members without a meeting.
3.5 Meetings by Telephone: Members of the organization may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participations by such means shall constitute presence in person at a meeting.
Article 4: Meetings
4.1 Meeting Place: All meetings shall be held at the registered office of the corporation, or at such other place as determined by the Board of Directors.
4.2 Notice of Meetings: Notice of the time and place of the annual meeting or general meetings, the time, place and purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten nor more than 50 days before the date of the meeting, by or at the direction of the president, vice president, the secretary, or the persons calling the meeting. Such notice may be delivered by regular or express mail, private carrier, personal delivery, email, electronic network posting, facsimile, or telegram.
4.3 Delivery of Notice: Delivery of Notice if mailed shall be determined as 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 corporation, with postage prepaid. If faxed, such notice shall be deemed to be delivered if the sending device confirms the transmission as successful. If emailed, such notice shall be deemed to be delivered if there is no return message stating that the notice was undeliverable. Other forms of notice are deemed to be delivered upon receipt.
4.4 Waiver of Notice: When notice is required to be given to any member under the provisions of these Bylaws, Articles of Incorporation, or applicable Washington law, a waiver in writing signed by the person or persons entitled to such notice, shall be deemed equivalent to giving notice. Email sent by the person is also an acceptable form of waiver of notice.
4.5 Annual Meeting: The annual meeting of the members for election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held each year at a time and place to be determined by the Board of Directors.
4.6 Special Meetings: The Board or a majority of the members may call special meetings of the members for any purpose applicable to these Bylaws.
Article 5: Board of Directors
5.1 Initial Directors
5.1.1 Initial Directors shall approve these Bylaws by a majority vote prior to the First Annual Meeting of the Membership.
5.1.2 Initial Directors shall call the First Annual Membership Meeting.
5.1.3 Initial Directors shall serve until adjournment of the First Annual Membership Meeting at which the first successor Board of Directors shall be elected.
5.2 Successor Directors
5.2.1 General Powers: The affairs of the corporation shall be managed by the Board of Directors, who shall be elected from the active membership of the corporation.
5.2.2 Conflict of Interest: Any member of the Board of Directors shall disclose any potential conflict of interest regarding any issue brought before the Board of Directors. The Washington Rules of Professional Conduct shall apply here.
5.2.3 Qualifications: Board members shall demonstrate a commitment to the mission of the organization (as stated at the beginning of these Bylaws).
5.2.4 Voting: Votes may be taken by email or by electronic transmission if the name of each candidate to be voted upon is set forth in the notice of the meeting or by other notice prior to the meeting. The election may also be conducted by electronic transmission if the corporation has designated a system to which the ballot may be electronically transmitted and recorded.
5.2.5 Elections: Successor and all future directors shall be elected at the annual meetings by those members entitled to vote. Unless a director dies, resigns, or is removed, he or she shall hold office for a term of at least one year. The Board reserves the right to institute staggered Board terms. The term of office shall commence at the adjournment of the Annual Meeting at which he or she is elected. There shall be no limit on the number of terms a director may serve, so long as he or she is in good standing.
5.2.6 Number of Directors: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
5.2.7 Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill any vacancy shall hold office to the unexpired term of his or her predecessor and until a successor is elected and qualified.
5.2.8 Committees: The Board of Directors may designate and appoint committees of the board by a majority vote. Any such committee shall have and exercise such authority of the Board of Directors in the management of the corporation to the extent that the Board provides by resolution. No such committee may elect, appoint, or remove any member of any committee or any other director or officer of the corporation in his or her capacity as a committee member.
5.2.9 Executive Committee: There shall be an Executive Committee of at least three directors appointed by the Board of Directors. The Executive Committee shall include the President and Vice President, and shall have the authority to facilitate the corporation’s business in the interim between meetings of the Board.
Article 6: Meetings of Board of Directors
6.1 Annual Meeting: An annual meeting shall be held for the newly elected Board no later than two months after the commencement of the new term.
6.2 Special Meeting: Special Meetings may be called at any time by the President or upon written request by any two directors, or by the chairperson of a committee. Such meetings shall be held at any place as the person authorized to call such meeting may designate. Written notice of a special meeting may not be sent less than two days before the meeting and must be communicated by mail, personally, telephone, facsimile, or email. If notice is delivered by mail, it may not be sent less than one week before the designated for the meeting.
6.3 Notice of Meetings: Notice of meetings (other than special meetings) shall be given no less than one week before the meeting. The meeting shall be held at such place as designated by the Board of Directors. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting.
6.4 Delivery of Notice by Email, Posting to Electronic Network, or Other Means: Notice to a director by any means other than mail is effective when the director has consented to receive notice by such means and there are adequate measures taken to ensure the notice has been received. All directors and officers are deemed to have consented to receive notice by email unless they expressly state otherwise to the President or the Secretary in writing, by email or by other method.
6.5 Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business except as otherwise provided by law. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.
6.6 Meetings Held by Telephone: Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or other similar communications equipment. Participation by such means shall constitute presence at the meeting.
Article 7: Action by Written Consent
Any action required or permitted by these Bylaws or by the laws of the State of Washington may be taken without meeting if consent in writing or email transmission is executed by a majority of all members or directors entitled to vote with respect to the subject matter thereof.
Article 8: Waiver of Notice
Whenever notice is required to be given to members or directors of this corporation by these Bylaws or the State of Washington, a waiver in writing or executed by email by the person entitled to such notice shall be equivalent to the giving of notice.
Article 9: Officers
9.1 Designations: The permanent officers of this corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Board shall appoint other directors as it deems necessary and shall appoint at least two student liaisons from different Washington law schools.
9.2 President: The President shall exercise the usual executive powers pertaining to the office of the President. He/She shall preside at meetings of the Board of Directors and exercise authority on behalf of the corporation. The President shall designate one of the other officers to assume Presidential power and carry out Presidential duties in his/her absence.
9.3 Vice President: In the absence or disability of the President, the Vice President shall act as President. The Vice President shall assist the President in overseeing administrative and official record keeping of the corporation. He/She shall communicate regularly with the committees and ensure that the legal requirements for the nonprofit are satisfied.
9.4 Secretary: It is the duty of the secretary to keep records of the meetings of the Board of Directors and, as necessary, meetings of the membership. The secretary shall, when appropriate, affix the seal to certificates of membership and other proper documents or records.
9.5 Treasurer: The treasurer shall have the care and custody of and be responsible for all funds of the corporation. He/she shall perform all duties incident to the office of the treasurer.
9.6 Vacancies: Vacancies may be filled by the Board of Directors at any annual or special meeting.
9.7 Removal: Any officer elected or appointed may be removed by the Board of Directors whenever it is in the best interests of the corporation and a majority of the Directors have so voted.
9.8 Resignation: Any director may resign at any time by delivering written notice to the President or the Secretary or by giving oral or written notice at a meeting of the Board of Directors. Any such resignation shall take effect at the time specified therein.
Article 10: Administrative and Fiscal Provisions
10.1 Fiscal Year: The last date of the fiscal year shall be October 31.
10.2 Loans Prohibited: The corporation shall make no loans to any officer or director.
10.3 Amendment of Bylaws: These Bylaws may be amended or repealed by a majority vote of the Board of Directors at any annual or special meeting.
10.4 Books and Records: The corporation shall keep at its principal office the following documents in electronic or hard copy form: (1) current Articles of Incorporation, Bylaws, and Mission Statement, (2) a list of members, (3) Names and addresses of each Board member and (4) any minutes maintained by any committee or the secretary. The records shall be open at any reasonable time to inspection by any member of more than three months’ standing. Costs of copies shall be borne by such member and his/her purpose must be reasonably related to membership interests. The use or sale of member lists is prohibited.
10.5 Compensation: The directors shall receive no compensation for their service as directors, but may receive reimbursement for expenditures incurred on behalf of the corporation.
10.6 Corporate Seal: The Board of Directors may provide for a corporate seal in such form and bearing such inscription as may be adopted by resolution of the Board of Directors.
10.7 Indemnification: The corporation shall indemnify its officers, directors and agents to the greatest extent permitted by law for any liability incurred by such person in his/her status as a representative of this organization.