York County Bar Association
 
Association-Structure-Bylaws
 
York County Bar Association By-Laws
            Adopted, as amended, December 5, 2005
Article I - Name and Location

The name of the corporation shall be the York County Bar Association (hereinafter the "YCBA"), with offices located at 137 East Market Street, York, Pennsylvania 17401, or such other location as may be designated by the Board of Directors of the YCBA (hereinafter "the Board of Directors") from time to time.

 

Article II - Purposes

The primary purpose of the YCBA shall be to serve its members and the community; to promote the understanding and administration of the Judicial System and the Constitutions of the United States and the Commonwealth of Pennsylvania, to promote and encourage continuing legal education; maintain and develop the professional and social interactions of its members; to perpetuate the history of the legal profession and the memory of its members; to own and publish a legal periodical; to provide a facility to serve the members of the YCBA and the community; and to carry out such other activities as the Board of Directors may designate from time to time.

 

Article III - Membership

SECTION 1 - MEMBERSHIP & DISQUALIFICATION

A. Voting Members. The membership of the YCBA shall consist of those eligible persons who shall successfully complete the application process as established or modified from time to time by the Board of Directors, who shall pay their dues and assessments, who shall remain members in good standing in accordance with these By-Laws as they may be amended from time to time, and whose membership shall be classified as follows:

  1. Regular Member. Every person admitted to practice before the Supreme Court of Pennsylvania up to five (5) years or more and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Regular Membership in the YCBA.
  2. Junior 4 Member. Every person admitted to practice before the Supreme Court of Pennsylvania up to four (4) years and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Junior 4 Membership in the YCBA.
  3. Junior 3 Member. Every person admitted to practice before the Supreme Court of Pennsylvania up to three (3) years and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Junior 3 Membership in the YCBA.
  4. Junior 2 Member. Every person admitted to practice before the Supreme Court of Pennsylvania up to two (2) years and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Junior 2 Membership in the YCBA.
  5. New Admittee. Every person admitted to practice before the Supreme Court of Pennsylvania up to one (1) year and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for New Admittee in the YCBA.
  6. Government and Non-Profit Legal Service Providers. Every person admitted to practice before the Supreme Court of Pennsylvania who is employed full-time by a governmental entity (or by Mid Penn Legal Services, or another non-profit organization providing legal services approved by the Board of Directors) and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Government and Non-Profit Legal Service Providers Membership in the YCBA.
  7. Senior Exempt. Every person admitted to practice before the Supreme Court of Pennsylvania who is age 70 or above and who has maintained membership in YCBA for at least 25 consecutive years and who maintains a permanent residence in York County or who maintains an office within York County for the practice of law shall be eligible for Senior Exempt Membership in the YCBA.

B. Associate Members. The following persons, if admitted to practice before the Supreme Court of Pennsylvania, shall be eligible to become Associate Members of the YCBA, upon successfully completing the application process and paying any applicable dues and assessments, and to participate in all of its social and other activities, including participation as a committee member or Chair, but shall not be permitted to hold office, serve as a member of the Board of Directors, or vote at any annual or special meeting of the YCBA:

  1. Persons who neither reside in nor maintain an office in the County of York; or
  2. Persons residing or maintaining an office in the County of York not actively engaged in the practice of law.

C. Honorary Members. Any person, not otherwise a member of the YCBA, may be granted membership in the YCBA as an honorary member, by affirmative vote of the Board of Directors in recognition of outstanding service to the legal profession, the legal system or the judiciary or significant contributions in furtherance of the purposes of the YCBA as set forth in these Bylaws or in any mission statement or other statement of purpose adopted by the YCBA. Honorary members shall be eligible to receive a certificate of honorary membership and such other commemorative materials as the Board of Directors may deem appropriate in each case, to receive mailings and notices from the YCBA and to participate in the YCBAs social and other activities, but shall not be permitted to hold office, serve as an officer or a member of the Board of Directors or vote at any annual or special meeting of the YCBA.

D. Disbarment and Suspension. Any member disbarred or suspended by the Supreme Court of Pennsylvania shall cease to be a member of the YCBA immediately after such disbarment or suspension for the term of the disbarment or suspension.

SECTION 2 - DUES

A. Each year the annual dues statement for the succeeding year shall be mailed to all current members. Within sixty (60) days of the billing date, the YCBA shall mail a reminder notice to the membership making reference to all of the terms of this Section 2. Any member whose dues are not received within ninety (90) days of the billing date shall be automatically removed from membership and reinstated only upon payment of all unpaid dues together with a reinstatement fee as determined from time to time by the Board of Directors. Individuals approved for membership after January 1st of any year shall be mailed a dues statement, which statement shall be due and payable within ninety (90) days and pro-rated as the Board of Directors may direct.

B. The annual dues for all members shall be as fixed from time to time by the Board of Directors.

SECTION 3 - MEETINGS

A. The Secretary shall give notice of the time and place of meetings by mailing notice to all members at least ten (10) days prior to the date of the meeting.

B. Ten percent (10%) of the members of the YCBA shall constitute a quorum for the transaction of business at any annual or special meeting of the members. If no quorum is present, a lesser number may adjourn from time to time until a quorum is present.

C. Members may vote at any meeting in person only.

D. The annual meeting of the members for the election of officers and directors and the transaction of general business shall be held on the second Monday of December of every year. The membership shall, at the annual meeting in which these By-Laws have been enacted, elect a President-Elect, Secretary, and Treasurer. Each year thereafter, the membership shall, at its annual meeting, elect a President-Elect, who shall be the President the next succeeding year, a Secretary and Treasurer.

E. Special meetings shall be called by the Secretary upon the direction of the President or upon written request of fifteen (15) members. Notice of any Special Meeting shall specify the purpose therefore. Notice of any special meeting shall be given to all members at least five (5) days prior to the date of the meeting.

 

Article IV - Board of Directors

SECTION 1 - MEMBERSHIP

A. The Board of Directors shall be composed of fifteen (15) voting members of the YCBA of which the following persons shall automatically be members:

  1. The current YCBA President, President-Elect, Secretary and Treasurer;
  2. The YCBA Immediate Past President;
  3. The Chairperson of the Young Lawyers Section; and
  4. Nine (9) members of the YCBA not holding any other elective YCBA office, with three being elected each year.

B. Except for exceptions created by the election of the President and President-Elect, the standard term for a member of the Board of Directors shall be three years. Directors shall take office as of the first day of January following their election. No voting director (except President, President-Elect, Immediate Past President, Secretary and Treasurer) shall serve for more than two consecutive three-year terms, except after an absence from the Board of Directors for one year.

SECTION 2 - VACANCIES

Any vacancy in the Board of Directors shall be filled by the Board of Directors. The person appointed to fill the vacancy shall serve until the next annual meeting or until a successor is elected.

SECTION 3 - DUTIES

The Board of Directors shall be responsible for the general management of the business and affairs of the YCBA. Without limiting the generality of the foregoing, the Board is charged with oversight of the various committees and sections of the YCBA, budget creation and approval, and personnel matters. Additionally, the Board of Directors shall cause the financial records of the YCBA to be compiled annually by a certified public accountant.

SECTION 4 - MEETINGS

A. A calendar of regular meetings of the Board of Directors for the following year shall be established at the last December meeting of the Board of Directors. The meetings as scheduled may be changed to such other time and place as may be determined by the Board of Directors.

B. Notice of all regular and special meetings of the Board of Directors shall be given to each director at least five (5) days before the meeting. The notice may be written or by telephone to the director. No business other than that stated in the call shall be transacted at a special meeting.

C. Emergency meetings may be called by the President with as much notice as is possible under the circumstances and will be held at the time, place and manner designated by the President.

D. A majority of directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for transaction of business at that meeting. A quorum being present, the act of the majority of directors present at the meeting shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The directors shall act only as a board; individual directors shall have no power as such.

E. Unless expressly excused by the Board of Directors, a member of the Board of Directors absent from three (3) consecutive meetings of the Board of Directors shall be removed automatically as a member and the vacancy thereby created shall be filled in accordance with the provisions of Article IV, Section 2.

SECTION 5 - COMPENSATION

No member of the Board of Directors shall receive compensation for services rendered to the YCBA as a Director.

 

Article V - Officers

SECTION 1 - OFFICERS

The officers of the YCBA shall be President, President-Elect, Immediate Past President, Secretary, Treasurer and such other officers as the Board of Directors deems appropriate. Anyone serving as an officer must be a current member of the YCBA. The term of office shall be for one (1) year and shall commence as of the first day of January following the annual meeting at which the officer was elected.

SECTION 2 - DUTIES

A. President - The President shall have general supervision over the activities of the YCBA; preside at all meetings of the YCBA and at meetings of the Board of Directors; appoint a member of the Board of Directors as a temporary officer in the event an elected officer is unable to serve for any reason; be an ex-officio member of all committees; and oversee the committees of the YCBA as is more fully set forth in Article VI.

B. President-Elect - The President-Elect shall automatically succeed to the office of President upon the expiration of the term of the current President; serve as President of the YCBA in the absence of the President; and complete the committee assignments for appointment at the time at which the President-Elect assumes the presidency of the YCBA.

C. Secretary - The Secretary shall preserve a record of all meetings of the YCBA and of the Board of Directors in suitable books; notify the directors of all Board meetings; have charge of the corporate seal and of the books and papers of the YCBA; and perform all duties customary and incident to the office of Secretary.

D. Treasurer - The Treasurer shall have charge of the funds of the YCBA; make reports of receipts and disbursements in the YCBA in the form and manner as the Board of Directors may desire; serve as Chairperson of the Budget & Finance Committee; and render a detailed statement at the annual meeting of the YCBA. The Treasurer shall give bond with corporate surety in such amount as shall be fixed by the Board of Directors and paid for by the YCBA.

SECTION 3 - COMPENSATION

No officer shall receive compensation for services rendered to the YCBA as an officer.

SECTION 4 - VACANCIES

Any vacancy in the office of President shall be filled by the President-Elect assuming the office of President for the remainder of the unexpired term. Any vacancy in the other officers' positions shall be filled by the Board of Directors for the unexpired term of such officer. A vacancy is a death, resignation or inability to serve in the capacity as an officer of the YCBA.

 

Article VI - Committees

SECTION 1 - COMMITTEE MEMBERSHIP AND CHAIRPERSONS

The chairperson or co-chairperson, if any, of each standing committee shall be chosen by the YCBA President from among the members of the YCBA, unless stated to the contrary in these By-Laws. The committees set forth below shall be standing committees of the YCBA until such time as these By-Laws are amended pursuant to Article XI herein to either abolish a committee or committees or add to the list of established standing committees. Each standing committee shall consist of no particular number of members in good standing of the YCBA, unless otherwise specified in these By-Laws. Each standing committee shall meet at a time, place and in a manner designated by the Chairperson, and upon reasonable notice to all committee members. The chairperson of each committee shall be responsible for reporting to the Board of Directors on the activities of the committee and any subcommittee thereunder at the Board of Directors' meeting next following a meeting of said committee.

SECTION 2 - STANDING COMMITTEES

In addition to the standing committees identified in this section, additional standing committees shall be determined by the strategic plan of the YCBA. The President, after consulting with the Executive Director, shall appoint standing committee chairs and shall establish such ad hoc committees as deemed necessary to accomplish the strategic plan.

The standing committee chair, after consultation with the President, shall appoint such subcommittees, chairs, and members as necessary to further the strategic plan.

A. BUDGET AND FINANCE COMMITTEE

The Budget and Finance Committee shall consist of at least seven (7) members, including the YCBA President, President-Elect and Treasurer. The Treasurer shall serve as Chairperson of this Committee pursuant to Article IV, Section 2(d) hereof. The Budget and Finance Committee shall be responsible for the following:

i. Formulating and recommending financial policies to the Board of Directors;

ii. Preparing, reviewing and recommending to the Board of Directors an annual operating and capital budget for the YCBA; and

iii. Advising the Board of Directors on all business and financial matters including:

a. Periodic review of the financial position of the YCBA;

b. Compilation of the annual financial statements of the YCBA; and

c. Investments and other assets of the YCBA

B. EXECUTIVE COMMITTEE

1. There shall be an Executive Committee of and for the YCBA, which shall be comprised of the President, President-Elect, Immediate Past President, and three (3) other members of the Board of Directors, one of whom shall not have previously served on the Executive Committee. The Board of Directors' members who shall serve on the Executive Committee shall be appointed by the President along with other committee appointments.

2. The Executive Committee shall meet at such time and place as are designated by the President upon his or her own action or by request of at least two (2) other members of the Executive Committee. Said meetings shall be held on no less than seventy-two (72) hours' notice to all members of the Committee.

3. The Executive Committee shall have the authority to do anything that the Board of Directors might do, except to expend or take or approve any action leading to the expenditure of YCBA funds in excess of $5,000.

4. All action taken by the Executive Committee shall be reported to the Board of Directors at the next regularly-scheduled meeting of the Board of Directors.

C. LONG RANGE PLANNING COMMITTEE

The purposes of the Long Range Planning Committee shall be (1) to make recommendations to the Board of Directors on long term goals, strategies, objectives and programs for the YCBA for approval by the Board of Directors; (2) to review and evaluate the current structure of the YCBA, including its officers, Board of Directors, committees, sections, policies, and its relationship with other organizations, including the York County Bar Foundation, and (3) to provide for annual updates of the strategic plan and to make recommendations as to the vitality and viability of same to the Board of Directors.

D. NOMINATING COMMITTEE

The purpose of the Nominating Committee shall be to submit nominations to the membership and Board of Directors for election as directors and officers, respectively, of the YCBA. The Nominating Committee shall consist of at least nine (9) members, including the YCBA President, President-Elect, Immediate Past President, two (2) directors not up for reelection, and three (3) general members not mentioned above. Nominations shall be made no later than 45 days before the annual meeting.

SECTION 3 - AD HOC COMMITTEES

The Board of Directors may establish from time to time such ad hoc committees for such purposes as the Board of Directors shall by majority vote establish. Any ad hoc committee established during any fiscal year of the YCBA shall expire at the end of that year unless revived during the first general business meeting of the Board of the YCBA for the subsequent year.

 

Article VII - Board of the York Legal Record

SECTION 1 - MEMBERSHIP

The Board of the York Legal Record shall consist of at least five (5) and no more than seven (7) members elected by the Board of Directors upon recommendation of the President so as to serve staggered terms of three (3) years each. The Board of Directors, upon recommendation of the President, shall elect successors to these members as their current terms expire or the position becomes vacant, each such successor member to serve for a term of three (3) years or the remainder of the vacant term, whichever is applicable. A member of the Board of the York Legal Record may be removed by a vote of a majority of the Board of Directors then in office.

SECTION 2 - OFFICERS

The members of the Board of the York Legal Record shall elect from among themselves a Chairperson, Vice-Chairperson and Secretary. The Secretary shall keep minutes of the meetings of the members of the Board of the York Legal Record.

SECTION 3 - DUTIES

A. The members of the Board of the York Legal Record shall have general supervision of the affairs and business of the York Legal Record, including:

  1. Publication of the York Legal Record;
  2. Contracting (in the name of the YCBA) for its printing, binding and mailing;
  3. Selection (and fixing compensation within limits of the budget) of editor(s) and of any other staff necessary for services not provided by the Treasurer or office personnel;
  4. Recommending advertising and subscription policies and rates for approval by the Board of Directors;
  5. Recommending a budget for the York Legal Record, including maintenance of sufficient reserves for its functions;
  6. Providing reports, to include financial status, to the YCBA at the regular annual meeting and to the Board of Directors as it may require; and
  7. Providing to the Board of Directors lists of duties, performance standards and systems, and office personnel engaged in York Legal Record activities.

B. All proposals, recommendations, actions and contracts relating to financial matters of the York Legal Record shall, prior to action being taken thereon, first be submitted for review and approval by the Board of Directors whose decisions shall be final and binding upon the Board of the York Legal Record.

C. Money in the hands of the Board of the York Legal Record not necessary for working capital or for the payment of obligations of the Board of the York Legal Record shall be remitted to the Treasurer of the YCBA.

 

Article VIII - YCBA Sections

SECTION I - ORGANIZATION AND APPLICATION

A. If a group of the YCBA's membership wishes to organize under the auspices of the YCBA for any purpose which furthers the goals of the YCBA, that group may apply to the Board of Directors for Section status.

B. Before consideration by the Board of Directors of a group's application, the group must establish itself with its own By-Laws. The group's By-Laws shall provide that any subsequent amendments thereto shall be approved by the Board of Directors.

C. Upon presentation, the Board of Directors shall review the group's application and determine whether the group meets the criteria set forth in Paragraphs (A) and (B) above. If the criteria are met the Board of Directors may approve the group's application for Section status subject to the approval of the general membership. If the application receives approval by the Board of Directors, then the Board of Directors shall cause a notice to be published in the York Legal Record, including an identification of the group and its designated purpose, for two (2) consecutive weeks prior to the next scheduled meeting of the membership. At that meeting the general membership shall vote upon the group's application for Section status. Upon receiving a two thirds favorable vote of the membership present, the group shall be granted Section status.

D. Sections may charge dues subject to approval by the Board of Directors.

E. Sections may be terminated by a two-thirds vote of the membership present at a meeting of the membership, for which meeting notice of a call for a vote on termination of Section status has been given in the manner proscribed for obtaining Section status in Section C herein above.

SECTION 2 - YOUNG LAWYERS SECTION

The following is an authorized Section of the YCBA: the YCBA Young Lawyers Section (hereinafter "YLS").

A. The primary purpose of the YLS shall be as set forth in its By-Laws. The YLS shall also be responsible the following:

  1. The YCBA new member orientation;
  2. The Settlement Week programs;
  3. Such other programs as the YLS shall undertake; and
  4. Such other programs or projects as the Board of Directors may request and the YLS shall agree to undertake.

B. The YLS shall consist of a Chairperson and as many other officers as the YLS shall elect in accordance with its By-Laws. The Chairperson of the YLS shall automatically be a voting member of the Board of Directors.

C. A person shall automatically become a member of the YLS upon becoming a member of the YCBA, provided that at such time, the person either has not yet attained the age of thirty-six (36) years or such person has attained the age of thirty-six (36) years and was not first admitted to the practice of law in any jurisdiction more than five (5) years prior thereto. Membership in the YLS shall terminate at the conclusion of the annual meeting of the YCBA next after the fifth anniversary of such member's first admission to the practice of law in any jurisdiction, or such annual meeting next after such member has attained the age of thirty-six (36) years, whichever event shall be the latter to occur; provided, however, that membership in the YLS shall terminate immediately upon cessation of membership in the YCBA.

SECTION 3 - SECTION BUDGETS

On an annual basis, as directed by the Board of Directors, all Sections shall submit a budget to the Board of Directors for approval.

 

Article IX - Director Liability
OFFICER & DIRECTOR INDEMNIFICATION

SECTION 1 - LIMITATION OF LIABILITY

To the fullest extent permitted by Pennsylvania law, as now in effect and as amended from time to time, a member of the Board of Directors shall not be personally liable for monetary damages for any action taken or for any failure to take action. The foregoing limitation of liability shall be retroactive to the fullest extent permitted by law.

SECTION 2 - INDEMNIFICATION

A. The YCBA shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (and whether by or in the rights of the YCBA) by reason of the fact that the person is or was a member of the Board of Directors or an officer of the YCBA or is or was serving at the request of the YCBA as a director, officer or representative of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding. Indemnification shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

B. The YCBA may, at the discretion of, and to the extent and for such persons as determined by, the Board of Directors, indemnify any person who neither is nor was a member of the Board of Directors or an officer of the YCBA but who is or was a party or has threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (and whether by or in the right of the YCBA) by reason of the fact that the person is or was a representative of the YCBA, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.

C. In the case of any person indemnified by the YCBA, the YCBA shall pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of a written promise by or on behalf of such person requiring indemnification to repay such amount advanced if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the YCBA.

 

Article X - Miscellaneous

Robert's Rules of Order shall apply at and to all meetings held pursuant to these By-Laws.

 

Article XI - Amendments

These By-Laws may be amended at any regular meeting of the YCBA or at any special meeting called for such purpose. Notice of such amendment shall be mailed to each member at least twenty (20) days before the date of such meeting by regular United States mail. Amendments shall be approved by a two-thirds (2/3) vote of the members present.

These By-laws, and amended, were approved by the membership of the York County Bar Association on December 5, 2005.

Kristina Bange,
Secretary

 





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