By - Laws of the Harvard Law Society of Illinois
ARTICLE I - NAME AND NATURE
Section 1: The Name: The name of this association shall be the Harvard Law Society of Illinois (the "Association").
Section 2: The Nature: The Association is an independent, nonprofit entity aimed at promoting educational, social and other activities of interests to its members. The Association dose not represent the opinions of Harvard University, the President and Fellows of Harvard University, the Harvard Alumni Association, the Harvard Law School, the Dean of the Harvard Law School, or any other members of the Harvard community beyond the individual members of the Association.
ARTICLE II - PURPOSE
The purpose of this Association shall be to advance the cause of legal education and to promote the interests and increase the usefulness of the Harvard Law School, to further the organization of local or regional associations in Illinois and to promote mutual acquaintance and good fellowship among all members of the Association.
ARTICLE III- MEMBERS
Section 1: Eligibility: Membership shall be open to anyone who has attended and successfully graduated from Harvard Law School. Membership shall also be open by invitation of the Board of Directors to anyone who has successfully completed, at minimum, one semester at Harvard Law School as part of a joint degree, exchange or transfer program. The membership will be composed mostly of eligible residing in Illinois, but such residence shall not be an express qualification.
Section 2: Dues: Dues shall be determined annually by the Board of Directors and shall be payable upon receipt of notice. Dues shall cover the year from January 1 to December 31. Non-payment of dues by the announced deadline shall constitute grounds for loss of membership status and privileges.
Section 3: Definition: Any eligible person who is recorded as having paid his dues for the current fiscal year shall be considered a member ("Member").
Section 4: Annual Meeting: The time and place of the Annual Meeting, to be held at any time between January 1 and December 31 of each year, shall be determined by the Board of Directors, which shall cause notice thereof to be sent to each Member at least ten (10) days in advance of the date the Annual Meeting.
Section 5: Other Meetings, Voting and Quorum: Other meetings shall be called by the President, or Board of Directors. Each Member shall be entitled to one vote. Members present at any meeting shall constitute a quorum provided that they constitute at least 25% of the Eligible Members. A majority vote of those present shall be sufficient to take action on all items of business except that amendments to the By- laws shall be made only as provided in Article IX.
Section 6: Place of Meetings: Meetings of Members shall be held as stated in the notice of the meeting.
Section 7: Resignation of Members: Any member may resign his/her membership to the Association by notifying the Secretary in writing. The resigning member will be expected to settle all dues prior to such resignation. Whole or pro rata of the paid dues shall not be refunded in case of such resignation.
ARTICLE IV- BOARD OF DIRECTORS
Section 1: Powers: The programs, activities, property and affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall carry out the purposes of the Association and shall determine its policies and take proper measures to make them effective, and shall review, evaluate and recommend changes in the implementation of such policies. The Board shall have access to all the books and records of the Association, and may require a financial statement from the Treasurer or an accounting from any Officer, and shall have the power to approve or reject the actions or recommendations of any Officer or Committee.
Section 2: Number and Composition: The Board of Directors shall consist of at least 10 members, but not more than 20, as may from time to time be determined by the Board of Directors. All officers of the Association who are not elected Directors shall, by virtue of their office, be deemed a Director of the Association during their tenure of office as an officer of the Association.
Section 3: Election and Terms: Each Board of Directors shall be elected to serve for a term of two (2) Fiscal Years. Election shall be held in an annual meeting of the members where voting can be conduction in person or electronically via sending e-mail messages from the e-mail address of members filed with the Association records. Members of the Board of Directors are eligible for reelection.
Section 4: Meetings: Meetings of the Board of Directors shall be held at the call of the President or any other three (3) members of the Board. A majority of the Directors of the Board shall constitute a quorum.
Section 5: Vacancies: Any vacancy at any time existing in the Board of Directors may be filled by the Board of Directors at any meeting. The Members may, at a special meeting called at least in part for the purpose, choose a successor to a Director whose office is vacant, and the person so chosen shall displace any successor chosen by the Directors. In the event of a vacancy in the Board of Directors, the remaining Directors may exercise the powers of the full Board until the vacancy is filled.
Section 6: Removal: A Director may be removed from office (a) with or without cause by vote of a majority of the Members entitled to vote in the election of Directors or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause on the basis of gross personal misconduct or extreme negligence in fulfilling his duties as a Director and only after reasonable notice and opportunity to be heard before the body proposing to remove him. The so vacated office shall be filled according to the procedures prescribed in Section 5 above.
Section 7: Resignation of Directors/Officers: Any Director / Officer may resign his/her position by submitting a written resignation to the Secretary which shall be effective as of the date received by Secretary and shall automatically terminate his/her position. The so vacated office shall be filled according to the procedures prescribed in Section 5 above.
Section 8: Annual Meeting: Immediately after each annual meeting of Members and at the place thereof, if a quorum of the Directors elected at such meeting were present thereat, there shall be a meeting of the Directors without notice; but if such a quorum of the Directors elected thereat were not present at such meeting, or if present do not proceed immediately thereafter to hold a meeting of the Directors, the annual meeting of the Directors shall be called in the manner hereinafter provided with respect to the call of special meetings of Directors.
Section 9: Regular Meetings: Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and no notice need be given of regular meetings held at times and places so fixed, PROVIDED, HOWEVER, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of Members, or the special meeting held in lieu thereof, and that if at any meeting of Directors at which a resolution is adopted fixing the times or places for any regular meetings any Director is absent, no meeting shall be held pursuant to such resolution until either each such absent Director has in writing approved the resolution or seven days have elapsed after a copy of the resolution certified by the Secretary has been, e-mailed to his filed e-mail address, or, mailed, postage prepaid, addressed to each such absent Director at his last known home or business address.
Section 10: Notices: Notices of any special meeting of the Directors shall be sent by the President or the Secretary to each Director, by mailing to him/her, postage prepaid, and addressed to him/her at his/her address as registered on the books of the Association, or if not so registered at his/her last known home or business address, a written notice of such meeting at least four days before the meeting or by delivering such notice to him/her at least forty-eight hours' before the meeting or by sending to him/her at least forty-eight hours before the meeting, by prepaid telegram addressed, to him/her at such address, notice of such meeting. Notice need not be given to any Director if a waiver of notice in writing or by telegram, executed by him/her before or after the meeting, is filed with the records of the meeting, or to any Director who is present in person at the meeting without protesting prior thereto or at its commencement the lack of notice to him/her. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting.
Notices of any special meeting of the Directors can be sent by the President or the Secretary to each Director, electronically, by e-mailing notice to him/her at his/her e-mail address as registered on the books of the Association at least four days before the meeting,
Section 11: Action at Meetings: At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by the vote of a majority of those present and voting, unless a different vote is required by law.
Section 12: Participation by Telephone at a Meeting: Any Director or member of any committee designated by the Directors may participate in a meeting of the Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time, and participation by such means shall constitute presence in person at a meeting for all purposes.
Section 13: Special Action: Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors' meetings. Such consent shall be treated as a vote of the Directors for all purposes.
Section 14: Committees: The Board of Directors may designate committees and may delegate thereto some or all of their powers except those which by laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such Committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Directors.
ARTICLE V - OFFICERS
Section 1: Number and Composition
To be eligible for election to office, a member must have been on the Board for one year. The elected officers of the Association shall be President, 1st Vice President, 2nd Vice President, Secretary, and as. The immediate past President of the alumni board shall serve as an ex-officio member of the Board for one (1) year following his/her term of office. The Association shall elect a 2nd Vice President, Secretary, and Treasurer and may elect such other offices as it may determine. The 2nd Vice President shall succeed to the office of 1st Vice President and 1st Vice President to to the office of President without the necessity for a vote by the body in plenary session. The above procedure shall apply in any circumstance wherein the incumbent through death or resignation or inability to perform creates a vacancy in the office in automatic succession. In such case the holder of the office next in line may fill the vacancy. Upon the completion of an unexpired term by the succeeding officer, the succeeding officer will then fill his/her own term beginning at the next annual meeting.
Section 2: Vacancy
Upon the creation of a vacancy through succession as set forth herein the Board of Directors may authorize the filling of a resulting vacancy by a majority vote within sixty (60) days of the vacancy created.
Section 3: Terms
The President, the Vice Presidents, the Secretary, and the Treasurer shall each hold office for a one year term expiring at the annual meeting following his or her election and until a successor has been appointed and qualified. Other officers shall hold office for the term for which they are appointed and until their successors have been appointed and qualified. No person who is not a regular member of the Association shall be eligible to serve as an officer but officers need not be Directors.
Section 4: Duties
President: The President shall be the Chief Executive Officer and shall preside at meetings of the Association. He/she is empowered to appoint Presidents of committees as may be established by vote of the Board of Directors and shall be a member of each of them. The President shall call and preside at meetings of the Board of Directors and Committees.
First Vice President: In the absence of the President, his/her duties shall be exercised and performed by the Vice President. The Vice President shall be responsible for the coordination of program committees unless a Vice President - Programs is elected. He/she shall act as liaison with the University and coordinate professional staff support.
Treasurer: The Treasurer shall be in charged of the management and oversight of the financial affairs and authorized to receive and collect all moneys payable to the Association, shall be charged with the care and custody of the funds, and from them make the necessary payments.
He/she shall keep accounts, which shall be open at all times to the inspection of any member of the Board of Directors, and shall report thereon at the request of the Board of Directors, or of the President.
He/she shall be authorized to open accounts in the name of the Association at banks approved by the Board of Directors and shall deposit all funds therein.
The books of the Treasurer shall be audited each year within sixty (60) days following-the close of the Association's Fiscal Year, and the Certified Public Accountant elected by the members at the Annual Meeting as auditor shall perform the audit, as well as assist the Treasurer in preparing and filing necessary tax returns and reports for the Association.
Secretary: The Secretary shall keep the minutes of the Association's meetings and keep custody of records of the Association, conduct correspondence, and have charge of the Membership list and all mailing lists.
He/she shall notify Members of meetings and attend to the serving of all notices required by law or by the By-laws of the Association.
He/she shall be Secretary of the Board of Directors Committees, and shall send notices of meetings to Directors and Officers.
He/she shall keep available for inspection by the Association's membership copies of the By-laws.
Other Officers: Such other officers as may be designated by the Board of Directors shall have such duties as the Board of Directors may assign.
ARTICLE VI - INSPECTION OF RECORDS
Books, accounts, documents and records of the Association shall be open to inspection by any Director at all times during the usual hours of business. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the Members and Directors shall be kept at the office of the Secretary. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any Director for any proper purpose but not to secure a list of Directors for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Director, relative to the affairs of the Association.
ARTICLE VII - CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS
Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Association shall only be signed by the President or the Vice President together with the Treasurer.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Association shall be the year ending with the last day of December in each year.
ARTICLE: IX - AMENDMENTS
These By-laws may be amended or repealed, or new By-laws adopted, by the affirmative vote of a majority of 70% of the Members who are present at a meeting of Members at which a quorum is present and the notice of which shall have given the substance of the proposed change or indicated the Articles to be affected thereby, provided that the proposed change shall have been filed in writing, either by the Board of Directors or by any ten (10) members, with the Secretary at least twenty-one (21) days prior to such meeting.
ARTICLE X - INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association shall, to the extent legally permissible, indemnify any person serving or who has served as a Director or officer of the Association against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal or administrative, in which he/she may be involved or with which he/she may be threatened, while serving or thereafter, by reason of his/her being or having been such a Director, officer, trustee, employee or agent, except with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Association.
ARTICLE XI -PERSONAL LIABILITY
The Directors, officers and agents of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Association.
ARTICLE XII - ASSETS OF THE ASSOCIATION
No part of the assets, funds and property of the Association and no part of any net earnings of the Association shall be divided among or inure to the benefit of any officer or Director of the Association or any private individual or be appropriated for any purposes other than the purposes of the Association. Nor shall any member have any right, title, claim or interest to any such Assets, funds and property by virtue of his/her membership. No officer or Director shall receive directly or indirectly any salary, compensation or other emolument form the Association. Upon the liquidation or dissolution of the Association, after payment of all of the liabilities of the Association or due provision thereof, all the assets, property and funds of the Association shall be distributed between the members of the Association at the time of such liquidation or dissolution.
ARTICLE XIII - OPERATIONAL LIMITATIONS
Notwithstanding any other provisions of these By-Laws, the Association shall not carry on any other activities not permitted by
(a) A corporation exempt from Federal Income Tax under 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future USIRS law) or
(b) A corporation, contributions, to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or any future USIRS law).
ARTICLE XIV - MISCELLANEOUS
Section 1: Liability: No Director, Officer or Member shall be personally liable for any contract or transaction entered into by the Association or because of any act or thing done or omitted to be done on behalf of the Association or in the name thereof.
Section 2: Bylaws: Directors, Officers and Members shall at all times observe the Bylaws. The Bylaws are intended to be flexible and to convoy with changes in policies and methods where such changes proved to work better. Bylaws are intended to keep the organization and administration of the Association clear and not to codify and limit the Association activities.
Section 3: Notices and Notification: All Notices and Notifications required by means of the provisions hereof shall be considered sent and delivered if such notices or notifications have been served electronically by e-mailing them to the e-mail address of a Director, Officer or Member filed with the Association records. E-mail addresses shall be provided for in application forms or by other contact-address forms to be completed by Members. Where a provision hereof requires a statement, document, record or notice to be in writing or provides for certain consequences if it is not, an electronic document, message, record and mail shall satisfy such requirements.
Section 4: Adoption of the Bylaws: these Bylaws have been approved and adopted by the undersigned founding members of the Association and shall be approved and adopted by the majority of the Members at the first regular meeting.