OF MINNESOTA WOMEN LAWYERS, INC.
MEMBERSHIP; MEETINGS OF MEMBERS
Section 1. Membership
This corporation shall have members and associate members. A member of this corporation is (a) any person who has received a juris doctor at either an accredited law school or a law school applying for accreditation in any jurisdiction of the United States, or (b) any law student in good standing at an accredited law school or a law school applying for accreditation in any jurisdiction of the United States. An associate member is a person who is neither a law student nor has completed a juris doctor who meets any additional requirements for membership as may be imposed by the Board of Directors from time to time. Membership and associate membership is granted upon the payment of annual dues.
Existing members who become suspended or disbarred from the practice of law in any jurisdiction must notify the corporation of the suspension or disbarment, at which time membership will be revoked and all membership dues will be forfeited. Membership can be reinstated if:
(a) The individual provides the corporation with verification from the appropriate licensing body that the
individual is currently a member of the bar in good standing; and
(b) Receipt of annual payment of dues. If reinstated within the same fiscal year in which their membership was initially revoked, the individual would not need to pay dues a second time.
Section 2. Voting, Rights and Privileges
Each member of the corporation shall have one vote and may vote by voice, ballot, mail, email, or any other reasonable means established by the Board of Directors.. Associate members are non-voting members of the corporation. In addition, each member and associate member shall have such rights and privileges as may be established by the Board of Directors.
Only a member can hold a board officer, director, or advisory board position. A member or an associate member can serve as a committee, affinity group, or taskforce co-chair.
Section 3. Place of Meetings
All meetings of the members and associate members shall be held at such day, time, and place as may be specified by the Board of Directors.
Section 4. Annual Meetings
The annual meeting of the members and associate members shall be held on a date specified by the Board of Directors at least one month before such meeting for the purposes of (a) electing officers and directors for the new fiscal year, July 1 to June 30, to fill expiring terms, (b) reporting on the activities and financial condition of the corporation; and (c) such other matters as may be raised consistent with the notice of the meeting. Notice shall be given in the manner specified in Article I, Section 6 of these bylaws.
Section 5. Special Meetings
(a) Special meetings of the members and associate members shall be held on call of the Board of Directors or the President, or if at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, sign, date, and deliver to the President or the Treasurer a written petition for the meeting describing the purpose for which it is to be held. Email delivery of a request by such members shall be deemed sufficient.
(b) Special meetings of the members and associate members shall be held at such day, time and place determined by the President or the Board of Directors. If a special meeting is petitioned by the members, the meeting must be held in the county where the corporation's registered office is located, unless otherwise authorized by the Board of Directors. Notice shall be given in the manner specified in Article I, Section 6 of these bylaws.
(c) If a special meeting is petitioned by the members, the Board of Directors shall cause a special meeting to be called and held on notice within 30 days after receipt. The meeting shall be held at the expense of the corporation no later than 90 days after receipt of the petition of the members.
(d) The notice of the special meeting must contain a statement of the purposes of the meeting. The notice may also contain other reasonable information considered necessary and desirable by the Board of Directors or by the persons petitioning the meeting. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting, unless otherwise authorized by the members participating in such meeting.
Section 6. Notice
Except as otherwise provided in these bylaws, notice of meetings of members and associate members shall be delivered at least ten (10) days prior to the meeting to each member and associate member to the last known mail or email address of such member or associate member. Notice may also be given by telephone. Notice shall contain the day, time and place of the meeting and other information required by law.
Section 7. Quorum
Ten percent (10%) of the total voting membership shall constitute a quorum for the transaction of business at annual or special meetings. This rule applies to the meetings of the members in person, by proxy, by mail or email.
Section 8. Vote on Issues
At any meeting, unless otherwise required by law, the Board of Directors may call for a vote of the membership on any issue(s). The membership, by a petition of fifty (50) members, may petition the Board to call for a membership vote on any issue(s). When such a petition has been presented to the Board, the Board shall call for a membership vote within a reasonable time, which shall be determined by the Board. A majority of the votes cast at a meeting of the members at which a quorum is present in person or represented by proxy shall constitute the action of the members.
BOARD OF DIRECTORS
Section 1. Number and Membership
The business and affairs of this corporation shall be conducted by its Board of Directors. The voting directors shall consist of the Past-President, each of the officers of the corporation, ten (10) directors to be elected pursuant to Section 2 of Article II of these bylaws and one representative from each chapter, if any, formed pursuant to Article VI of these bylaws. Each accredited law school or law school that is applying for accreditation located in Minnesota may select a student to serve as liaison between the Board of Directors of this corporation and law students at such law school. As liaisons, these students may attend and participate in meetings of the Board of Directors, but shall not be considered directors and shall have no vote.
Section 2. Election and Term of Office
The members, at each annual meeting, shall elect five (5) directors from a slate determined in accordance with the
nominating procedures set forth in Section 4 of Article V of these by-laws. Each such director shall hold office for two (2) years or until his or her successor is duly elected and qualified. The term of office for a director shall begin on July 1 of the year of election or on the date of the annual meeting, whichever is later. Officers of the corporation shall be elected pursuant to Section 1 of Article IV of these bylaws. Representatives from each chapter, if any, shall be elected pursuant to Section 2 of Article VI of these bylaws.
Section 3. Regular Meetings
The Board of Directors will hold regular meetings. Meetings may be held at such day, time and place as shall from time to time be determined by the President. Board members shall receive notice of such meetings at least three (3 ) days in advance by mail, email, telephone, or other suitable means.
Section 4. Special Meetings
The President may call special meetings of the Board of Directors at any time. The President and Secretary shall call a special meeting whenever requested to do so by at least twenty-five percent (25%) of the Board of Directors. Board members shall receive notice of such meetings at least three (3) days in advance by mail, email, telephone or other suitable means. A special meeting may also be convened without notice, if all directors are personally present and all agree to the holding of the special meeting at such day, time and place and waive all rights to notice thereof.
Section 5. Quorum; Voting
At all meetings of the Board of Directors, one-third (1/3) of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise provided in these bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote.
Any one or more directors may participate in a meeting of the Board of Directors by teleconference or video conference, as available. Participation by teleconference or video conference shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
The Board of Directors may take action without a meeting if consent, in writing or by email, to the action is approved by two-thirds (2/3) of the directors.
Section 6 Vacancies
(a) Except as provided in Subsection 6(b) below, if any director position becomes vacant for any reason, the directors then in office, by a majority vote, may choose a successor from the membership of the corporation. The successor shall hold office for the unexpired term in respect of which such vacancy occurred.
(b) If a vacant office was held by a director elected by a chapter formed pursuant to Article VI below, only members of such chapter are entitled to vote to fill the vacancy.
Section 7. Removal
In addition to the method provided for the removal of a director or the entire Board by Section 317A.223, Subdivision 4, Minnesota Statutes, or any successor statute(s), any director may be removed as follows:
(a) The Board of Directors shall have the discretion to remove an absent director at the first Board meeting following the 4th cumulative absence during a given fiscal year. The Board of Directors shall consider extenuating circumstances prior to voting on such matters. If the Board of Directors votes against the removal of a director it shall determine the conditions under which such director shall continue to serve as a member of the Board of Directors. If the Board of Directors votes in favor of the removal of such director, it may fill the vacancy from the membership of the corporation.
(b) A director may also be removed at any time for cause by the affirmative vote of a majority of the Board of Directors. Cause includes, but is not limited to, suspension or disbarment from the practice of law, the commission of a felony, or the commission of any other act which is substantially unbecoming of a member of the corporation or which bears adversely upon the reputation of the corporation.
Section 8. Executive Committee
The Executive Committee shall consist of the officers and the Past President of the corporation. The Executive Committee shall have and exercise all of the authority of the Board of Directors . The Executive Committee shall act only in the interval between meetings of the Board of Directors and shall be subject at all times to the control and direction of the Board of Directors. The Executive Committee shall, among other things, advise and make recommendations to the Board concerning personnel matters, including the creation and monitoring of the job description for the position of Executive Director, the establishment of the Executive Director’s salary and job duties, and the frequency and type of performance reviews and training for the Executive Director. The Executive Director shall be primarily responsible for hiring, firing and establishing wages of other staff, with input and approval from the Executive Committee.
COMMITTEES AND AFFINITY GROUPS
Section 1. Establishment
The President-Elect will propose committees and affinity groups for the coming fiscal year, for approval by the Board of Directors. The Board of Directors shall approve such committees and affinity groups as it deems necessary and appropriate to fulfill the purposes of the corporation, and consistent with the mission of the corporation. Each committee and affinity group shall be subject at all times to the control and direction of the Board of Directors and shall perform such functions and undertake such responsibilities as shall be established from time to time by the President. The President may appoint members of the Board of Directors as liaisons to the committees and affinity groups.
Section 2. Committee and Affinity Group Chairs
Each such committee and affinity group shall be directed by a Chair or Co-Chairs who shall be appointed by the President-Elect by May 1 of the year preceding his or her term as President. Each Chair shall serve for a term of one year, beginning on July 1, or until his or her successor is appointed. The President may remove any Chair or Co-Chair if he or she is not performing his or her duties effectively or has engaged in conduct that reflects adversely on the corporation.
Section 3. Membership
Committee and affinity group membership is open to any member or associate member in good standing with the corporation who expresses an interest in the committee or affinity group.
Section 4. Committee and Affinity Group Responsibilities
Each committee and affinity group shall have the responsibilities delegated to it each year by the President. Each committee and affinity group shall work to implement the goals and objectives of the corporation as set forth in the corporation's Strategic Plan, and consistent with the corporation’s mission. Each committee and affinity group shall prepare and submit to the President an annual action plan on a schedule set by the President. The action plan shall include the committee or affinity group's proposed actions for the year, budget requests, and other such things as the President shall require. The President will make the action plans available for Board of Director review and discussion. Each committee and affinity group shall communicate with the Board member serving as the liaison to such committee or affinity group upon request of such liaison as a means of keeping the Board informed of committee and affinity group activities.
Section 1. Election and Term of Office
(a) The members, at their annual meeting, shall elect a President-Elect, a Secretary and a Treasurer who shall hold their offices for one year or until their successors are duly elected and qualified. Their duties shall be as set forth in these bylaws.
(b) At the recommendation of the Board of Directors, the members may elect such other officers and agents as the Board of Directors may determine necessary, and who shall hold their offices for one year, and shall exercise such powers and shall perform such duties as are set forth in these bylaws and as determined by the Board of Directors.
(c) At the conclusion of the term as President-Elect, the President-Elect shall automatically succeed to the office of President of the corporation.
Section 2. President
The President shall be the chief executive officer of the corporation, and shall lead the general direction of the affairs of the corporation. The President shall undertake the following responsibilities:
(a) Preside at all meetings of the Board of Directors;
(b) Direct the general active management of the business of the corporation;
(c) See that all orders and resolutions of the Board of Directors are carried into effect;
(d) In coordination with the Treasurer, execute all contracts, mortgages and other instruments of the
(e) Appoint and discharge people to specific roles, including but not limited to, committees, affinity
groups, and taskforces;
(f) Perform all such other duties as are incident to the office or are properly required by the Board of Directors.
Section 3. President-Elect
The President-Elect shall succeed to the office of the President. In the event of the absence or disability of the President, the President-Elect shall perform the President’s duties. If the office of the President should become vacant between elections, the President-Elect shall fill the vacancy and complete the unexpired term. The President-Elect shall then become President for a full term after the completion of such unexpired term. The President-Elect shall perform such other duties as may be prescribed by the Board of Directors or the President.
Section 4. Secretary
The Secretary shall attend all meetings of the Board of Directors and the Executive Committee, and record all votes and minutes of all proceedings. In the event the Secretary is unable to attend a meeting, he or she shall be responsible for securing a Board member, Executive Committee member or staff member to undertake his or her recording responsibilities. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or the President.
Section 5. Treasurer
The Treasurer shall have knowledge of and provide direction for the custody of corporate funds and securities, in accordance with the directive of the Board of Directors. The Treasurer shall also provide oversight for the following:
(a) A full and accurate account of the corporation's receipts and disbursements in books belonging to
(b) Deposits of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors;
(c) Fund disbursements of the corporation in discharge of corporate liabilities and obligations as may be ordered by the Board of Directors;
(d) An account of all transactions of the financial condition of the corporation, provided to the Board of Directors at each Board meeting, or when otherwise requested by the Board of Directors or the President.
(e) A review of the MWL Fiscal Management Manual on an annual basis, and making policy amendments or additions to the Board of Directors, as appropriate.
The Treasurer shall perform such other duties as may be prescribed by the Board of Directors or the President.
Section 6. Staff
The Board of Directors may offer employment to an Executive Director at such salary and upon such terms and conditions as determined by the Board of Directors. The Executive Director shall undertake the following responsibilities:
(a) Implement the policies of the Board of Directors;
(b) Prepare reports and other information to keep the Board informed;
(c) Communicate policies and actions of the Board to the members and to the community;
(d) With the prior input of the Executive Committee, employ and terminate the employment of staff members as necessary to carry on the work of the corporation within the budget approved by the Board of Directors. The Executive Director, in consultation with the President, shall define the duties of staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the corporation.
(e) Perform such other duties and undertake such other responsibilities as prescribed by the Executive Committee and the Board of Directors;
Section 1. Formation
The President shall appoint a Nominating Committee. No member of the Nominating Committee shall be a candidate for President-Elect, Secretary or Treasurer or open board positions. Deliberations of the Nominating Committee shall remain confidential.
Such Nominating Committee shall:
(a) Consist of no less than five (5) members; and
(b) Have as one of its members the immediate Past President of the corporation, who shall be Chair.
Section 2. Announcement
The Nominating Committee shall be announced to the membership either by publication no later than the winter edition of the corporation's publication, With Equal Right, or by any other reasonable means established by the Board of Directors, provided that such announcement is received by the membership no later than February 28th,. Such announcement shall also solicit from the membership names of candidates for the various offices and other director positions to be filled. Such announcement shall include:
(a) The names of all Nominating Committee members;
(b) A list of the various offices and other director positions for which candidates are sought, indicating the length of terms;
(c) A request that names of potential candidates be given to a Nominating Committee member by a specified date; and
(d) The qualifications appearing in Section 3 below.
Section 3. Qualifications
All nominated individuals shall be current members in good standing of the corporation, and shall meet any other qualifications as reasonably determined by the Board of Directors.
Section 4. Nominating Procedure
(a) By the Nominating Committee
The Nominating Committee shall determine by a majority vote a slate of all officers and other directors to be presented to the membership for consideration at its annual meeting. The names of individuals who seek an open position but are not named to the slate of candidates shall remain confidential to the membership. The slate of candidates shall be announced on the corporation’s website at least four weeks prior to the annual meeting. The slate of candidates shall also be announced no later than the spring edition of the corporation's quarterly journal With Equal Right, or by any other reasonable means established by the Board of Directors, provided that such announcement is received by the membership no later than 4 weeks prior to the annual meeting.
Section 1. Formation
Eight (8) or more members of the corporation may petition the Board to form a chapter within a designated geographic area. No proposed chapter area may be within an existing chapter area. However, the geographic area of an existing chapter may change to accommodate the development of a new chapter, as determined by the Board of Directors. Official chapter status shall be received upon approval of the Board of Directors. At such time, an affiliation agreement will be established to further define the role, relationship to the Board of Directors and obligations of each chapter.
Section 2. Obligations
Pursuant to the chapter affiliation agreement, each chapter is entitled and obligated to:
(a) Elect such officers and to prescribe their duties, terms of office and qualifications as a majority of its members deem appropriate;
(b) Form such committees to conduct business activities consistent with the purposes of the corporation;
(c) Annually elect a director to the Board who shall report the financial and business activities of the chapter to the Board;
(d) Use for its business such amounts of funds of the corporation as the Board shall approve;
(e) Submit a budget request to the Board of Directors as necessary;
(f) Perform other activities or tasks as the Board of Directors may request.
Section 3. Dissolution
A chapter may be dissolved upon the vote of a majority of the Board of Directors or upon the vote of a majority of the chapter members. Upon dissolution, the then-acting chapter officers shall conclude the chapter business and relinquish all property of the corporation to the Board.
Section 1. Fiduciary Bonds
The Board of Directors shall determine the amount of a fiduciary bond, if any, required of any director, officer or employee of the corporation.
Section 2. Dues
The Board shall establish the amount of dues required for membership in the corporation and may designate different classes of members for purposes of setting the amount of dues.
Section 3. Fund Raising
The Board of Directors and officers of this corporation may solicit and receive any donation, contribution, fund or financial assistance on behalf of this corporation, including public or private funding. Any officer or director may, however, refuse to take or receive any donation, contribution, fund or financial assistance tendered or offered to the corporation if there are conditions attached to its receipt or usage that are not consistent with the purposes of this corporation, subject to final acceptance or rejection by the Board of Directors. Board members shall not engage in any fund raising that raises the appearance of impropriety or for which they have a real or perceived conflict of interest.
Section 4. Amendments to Bylaws
By Board of Directors
(a) Subject to the power of the members with voting rights under Subsection 4(b), the Board of Directors, by a two-thirds (2/3) majority vote of all Board members, may adopt, amend, or repeal these bylaws. Notice of proposed bylaw amendments shall be posted on the corporation's website at least three (3) weeks prior to the meeting at which the Board will consider the proposed amendments.
(b) The Board may not, however, adopt, amend, or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies on the board, or fixing the number of directors or their classifications, qualifications, or term of office. Such adoptions, amendments or repeals must be approved by a (2/3) majority of all members constituting a quorum at any regular or special meeting of the members.
By the Members
(a) At least fifty (50) members, or ten percent (10%) of the members, whichever is less, may propose a resolution for action by the members to adopt, amend or repeal bylaws adopted, amended, or repealed by the Board. The resolution must contain the provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering, and adopting the resolution are the same as provided by law for amendment of the bylaws, except that Board approval is not required.
THESE AMENDED AND RESTATED BYLAWS WERE ADOPTED ON NOVEMBER 21, 2015 BY RESOLUTION
OF THE BOARD OF DIRECTORS OF MINNESOTA WOMEN LAWYERS, INC.
 As amended March 18, 1998; June 19, 2001; April 24, 2003; and June 19th, 2014.