Middle Tennessee Lawyers’ Association for Women
By-Laws
(as Revised 02/2024)
ARTICLE I
NAME
This Association shall be known as the Middle Tennessee Lawyers’ Association for Women.
ARTICLE II
PURPOSE
The purpose of this Association shall be to address issues of concern to women within the legal profession and legal issues affecting women generally, including:
a. To promote the efficient administration of justice and the constant improvement of the law, especially as it relates to women;
b. To advocate for increased numbers of qualified women on the bench and to work for improvement of the overall quality of the bench;
c. To facilitate and encourage comradery between and among the members of the association;
d. To promote the development and participation of new members in the Association, new members of the profession; and to promote diversity in the legal workplace and within the legal profession generally;
e. To promote the participation of minorities in the legal profession and within the Association with emphasis on diversity and inclusion in the profession and workplace; and
f. To foster public dialogue about unjust societal discrimination and bias;
ARTICLE III
MEMBERSHIP
Section 1 – Member. Any person licensed to practice law, or who is a graduate of a law school or a law student, who supports the purposes of the Association may, upon payment of dues, become a voting member of this Association.
Section 2 – Honorary Member. Any judge who supports the purposes of this Association may become an Honorary Member of this Association. An Honorary Member is entitled to all the rights and privileges of membership in the Association, except the right to vote at Association meetings and the right to hold office.
ARTICLE IV
FEES AND DUES
The fiscal year of the association shall run from January through December 31. The annual dues of members shall be due on January 1 of each year. If delinquency in the payment of dues continues until May 1, such member shall cease to be a member, and the name of such member shall be stricken from the membership rolls. However, the Board of Directors, in its discretion, may direct that the names of the delinquent members remain on the membership rolls for a longer period of time. The amount of dues and fees shall be established by the Board of Directors.
ARTICLE V
MEETINGS
Section 1 – Meetings. There shall be at least four meetings of the Association each year at times and places within or outside of the State of Tennessee to be designated by the President.
Section 2 – Annual Meetings. The annual meeting of the membership for the election of the Board of Directors shall be held between November 1 and December 31 of each year. The Communications Director shall notify the Membership at least ten days prior to the date of the meeting along with the report of the Nominating Committee.
Section 3 – Quorum and Majority. Ten percent (10%) of the voting membership of the Association shall constitute a quorum necessary for the transaction of business at any meeting. A majority of those present at a meeting shall be sufficient for any action of the Association.
ARTICLE VI
OFFICERS AND DUTIES
Section 1 – Officers. The officers of the Association shall consist of a President, President-Elect, Secretary, and Treasurer. Officers shall serve one (1) year terms but shall be eligible for reelection to successive one-year terms. Terms shall run from January 1 to December 31 each year.
Section 2 – Duties of Officers.
a. President – The President shall preside over and call all meetings of the membership and of the Board of Directors and execute the duties generally attendant upon the position. In addition, the President shall be an ex-officio member of all committees except the Nominating Committee. The President may appoint a Parliamentarian.
b. President-Elect – The President-Elect shall perform duties as assigned by the President of the Board of Directors and shall preside in the absence of the President. In addition, the President-Elect shall succeed to the office of the President upon a vacancy in that office.
c. Secretary – The Secretary shall keep minutes of all meetings of the Board of Directors and the Annual Membership Meeting and shall perform all other duties assigned by the President or the Board of Directors. The Secretary will archive the Association’s documents and files, newsletters, videotapes, and photographs, and will arrange for photography and/or video of special events involving the Association.
e. Treasurer – The Treasurer shall have the duties customarily incident to the office, including the collection of dues, the deposit of monies of the Association in a bank doing business in Middle Tennessee, and the keeping of a record of all monies collected, deposited and disbursed. The Treasurer shall report the Association’s financial condition to the Board of Directors as called upon by the President. The Treasurer shall be responsible for the status of the Association as a 501(c)6 and maintain any tax reporting required by the State or federal government. The Treasurer shall also file the Annual Report yearly in April of each year or as designated by the State for corporations, maintain the P.O. Box, and maintain the Membership List and communicate that Membership List to the Board. The Treasurer shall perform all other duties assigned by the President or the Board of Directors
ARTICLE VII
BOARD OF DIRECTORS
Section 1 – Membership. The Board of Directors will consist of:
a. The officers of the Association;
b. Four additional members elected as directors with specific responsibility for staggered terms of two years, running from January 1 to December 31, two of whom will be elected one year and two of whom will be elected the next year. At any given time, at least one of the four directors shall have been admitted to the bar seven years or less at the time of the first election;
c. The immediate past president, who will serve on the Board as an ex officio voting member for one year.
Section 2 – Duties. The general duties of the Board of Directors shall be to recommend and implement policy, select priorities, approve major expenditures, establish procedures, act for the Association between meetings, and perform other functions or activities requisite to the operation of the Association and authorized by law to be performed by a board of directors. Additionally, members of the Board of Directors who are not officers shall have specific responsibilities and duties as follows:
a. Communications Director – The Communications Director shall, at the direction of the President, by means of the newsletter, letter, social media, or otherwise, assume responsibility for communication(s) to members and press releases, maintain the Website and calendar, responsible for responding and maintaining the email account for the Association and shall perform all other duties assigned by the President or the Board of Directors.
b. Programs Director – The Programs Director shall be responsible for the programs of the Association throughout the year including CLE, social events and community service projects and shall perform all other duties assigned by the President or the Board of Directors.
c. Membership Director – The Membership Directory shall be responsible for recruiting, retaining, and developing the membership of the Association and shall perform all other duties assigned by the President or the Board of Directors.
d. Young Lawyer Director – The Young Lawyer will be the liaison between the Association and the TLAW and shall perform all other duties assigned by the President or the Board of Directors.
Section 3 – Quorum and Majority. A majority of the members of the Board of Directors shall constitute a quorum, and a majority of those present at a meeting shall be sufficient for any action of the Board of Directors, provided, however, that adoption of a public statement of position for the Association shall require the affirmative vote of five members of the Board of Directors. A vote of the Board of Directors may be taken by telephone conference, electronic transmission, or in writing, in which case, the total membership of the Board of Directors shall be considered “present” for the purposes of any action of the Board.
ARTICLE VIII
COMMITTEES
Section 1 – Standing Committees. The Association shall have the following committees:
a. Communications
b. Programs
c. Membership
d. Judicial Positions and Legislation to be led by the President-Elect
The Directors of each committee may recruit members of their committee to carry out the functions of their office and the committee and may appoint co-chairs or sub-committees as needed.
Section 2 – Other Committees. The President, with the approval of the Board or membership, may create other committees as required to accomplish the purposes of the Association. Upon approval of the membership, any such committee may become a standing committee of the Association.
Section 3 – Appointment of Chairs and Co-Chairs. The President, with the advice of the Board of Directors, shall appoint chairs and/or co-chairs of all committees and subcommittees.
Section 4 – Duties and Procedures. The duties of each committee shall be defined by the President and the membership of each committee and shall be subject to the approval of the Board of Directors. Further duties may be assigned by the Board of Directors. Each committee may adopt its own rules of procedure.
ARTICLE IX
NOMINATIONS AND ELECTIONS
Section 1 – Nominations. A Nominating Committee of no more than five members shall be appointed by the President, subject to the approval of a majority of the Board of Directors. The Committee shall include at least one past President and one Member not currently serving on the Board of Directors. The Committee shall nominate candidates for the officers and directors to be elected at the annual meeting and report its nominations to the membership in the annual meeting notice. Other nominations may be made from the floor at the annual meeting.
Section 2 – Elections. The officers and directors shall be elected at the annual meeting to serve commencing January 1 (or the start of the fiscal year). If there is more than one nomination to any office, the election will be by secret ballot.
ARTICLE X
VACANCIES
Any Member of the Board of Directors may determine that a Board member is unable to serve, or is unfit to serve and a vacancy may be determined by a true e majority vote of the Board of Directors. Should a Member of the Board of Directors is disbarred or is suspended from the practice of law because of misconduct, a vacancy shall have occurred. Vacancies occurring on the Board of Directors shall be filled by appointment by the President, subject to the approval of a majority of the Board of Directors. The appointment will be for the remainder of the unexpired term. Vacancies occurring in committees shall be filled by the Directors of the Committee and will not be subject to Board approval.
ARTICLE XI
PARLIAMENTARY AUTHORITY
Matters of procedure at any meeting of the membership of the Board of Directors shall follow rules which may be adopted by the Board of Directors. If no rules of procedure have been adopted, then the most recent edition of Roberts Rules of Order, Newly Revised, shall be the parliamentary authority for this Association.
ARTICLE XII
BY-LAWS
The By-Laws of the Association may be amended by a majority vote of members present and voting at any meeting of the Association, provided that at least ten (10) days notice of the substance of the proposed amendment and of the meeting is given to the membership.