By-Laws

 

PREAMBLE

The Native American Bar Association of Washington, D.C. (“Association”) is established to promote the educational and professional advancement of Native American attorneys and Indian country. The Association is committed to promoting the sovereignty of Native American tribes and their communities; protecting the legal rights of individual Native Americans, their communities, and their tribes; providing community outreach and education about legal issues that affect Native Americans; and promoting the cultural heritage of Native Americans, their communities, and their tribes.

 

CHAPTER 1: MEMBERSHIP

Section A. Membership in General. Membership shall be open to all who support the purposes of the Association as stated in these By-Laws and in the Association’s Articles of Incorporation, and who agree to be bound by the rules stated herein.

Section B. Membership Classes. There shall be three classes of membership:

  1. Attorney members;
  2. Student members; and
  3. Non-attorney members

Section C. Membership Requirements. The requirements for the three classes of members are as follows:

  1. An attorney member is a person who has paid dues, has graduated from law school.
  2. A student member is a person who has paid dues, is currently enrolled in law school.
  3. A non-attorney member is a person who has paid dues and supports the mission of NABA-DC.

Section D. Voting Rights. Only attorney members and student members shall have voting rights, which entitle each attorney member or student member to one vote on each matter submitted to a vote.

Section E. Other Rights and Benefits. All members may attend and participate in meetings and events and sit on committees. The Governing Board may confer additional rights and benefits on members, not otherwise provided for in these By-Laws, on an equal basis to each classification of members as the Governing Board sees fit.

Section F. Application. Candidates for membership shall complete an application form designated by the Governing Board.

Section G. Membership Lists. The Secretary shall maintain a record of the names and mailing addresses, by class, of all current members of the Association. Any member is permitted to view the membership list at a reasonable time and with reasonable notice so long as the member is inquiring for a legitimate purpose. A purpose will be deemed legitimate through a vote by the Governing Board. A copy of the list in the form of a directory may be provided to members and may be provided to others at the discretion of the Governing Board.

Section H. Dues. The dues of the Association shall be duly set by the Governing Board and are payable by January 15 of every year.

 

CHAPTER 2: GOVERNING BOARD

Section A. Composition. The Association shall be governed by a Governing Board of no less than five (5) officers, including a President, President-Elect, Secretary, Treasurer, Bar Liaison, and as many Members-at-Large (See Chapter 5: Officers) as are selected at the annual meeting.

1. Committee Structure. The Governing Board officers shall oversee four (4) committees that may be managed by the Board’s Members-at-Large. The committees to be established will include:

a. a Intern Lunch Committee;
b. a Social Committee;
c. a Mentorship Committee; and
d. a NABA-DC Community Outreach Committee.

Section B. Term.

  1. The term of office for each member of the Governing Board shall be one (1) year.
  2. Governing Board members may serve any number of consecutive terms.

Section C. Powers and Duties.

  1. The Governing Board is authorized to exercise all powers of the Association, including the management, control, and disposal of all Association property; approval of expenditures incurred by or on behalf of the Association; amendment of the Articles of Incorporation and/or the By-Laws; approval of any resolutions; and all other affairs of the Association.
  2. All decisions made and actions taken by the Governing Board must pertain to the purposes specified in the Articles of Incorporation.

Section D . Meetings

  1. The Governing Board shall meet monthly and shall keep a written record of its proceedings.
  2. All meetings of the Governing Board are open to all members of the Association.
  3. A Governing Board member may participate and/or vote in any meeting by conference call if he/she provides the President with prior notice of such intent. Participation in person shall be at the member’s own expense. Such Board meetings may be held telephonically.
  4. A special meeting of the Governing Board shall be held when requested by the President or any two Board members.
  5. Attendance by fifty percent (50%) or more of the Board shall constitute a quorum of the Governing Board.

Section E. Reports to the Membership.

  1. The Governing Board shall, from time to time, report to the general membership regarding the Board’s proceedings.
  2. The Board may submit to the general membership any questions or matters which, in the judgment of the Board, are of immediate or practical consequence to the Association or its general membership.

Section F. Indemnification for Conduct.

  1. The Association shall indemnify each and every Governing Board member from personal liability for monetary damages for his/her conduct as a Governing Board member or officer of the Association.

a. Exception. Such indemnification, however, does not eliminate or restrict liability for acts or omissions that involve intentional misconduct, or a knowing violation of a criminal law, or for any transaction from which the Board member received a benefit in money, property, or services to which he/she is not reasonably entitled.

Section G. Removal and Vacancies.

See Chapter 5, Section C for Vacancies. See Chapter 5, Section D for Removal.

 

CHAPTER 3: MEMBERSHIP MEETINGS

Section A. Annual Meeting.

  1. The Association shall hold an annual meeting of the general membership each year, during which the Governing Board shall be voted upon. This meeting shall take place in the first quarter of each calendar year. Dues for the following year may be paid during this meeting.
  2. Annual meetings are open to the public.

Section B. Special Meetings.

  1. The Association shall hold a special meeting of the General Membership upon the call of the President or a quorum of the Governing Board or upon the written request of twenty-five percent (25%) of the members.

Section C. Notice of Meetings.

  1. Notice of general membership meetings shall be distributed by electronic mail (“e-mail”) by the President or Secretary to each and every member of the Association, at the member’s e-mail address as it appears on the current records of the Association, not less than fourteen (14) days prior to the date of the meeting. The notice shall include a proposed agenda for the meeting as well as any other material required by these By-Laws.

Section D. Presiding Officer.

  1. The President shall preside at all meetings of the members of the Association.
  2. In the absence of the President, the hierarchy of those who shall preside, depending on the absence of the higher-ranking officials, is as follows: President-Elect, Secretary, Treasurer, a Member-at-Large, or a member elected to preside at the meeting by the regular membership.

Section E. Quorum.

  1. A number of voting members equal to ten percent (10%) of the total number of current members constitutes a quorum for purposes of conducting business and elections at any meeting of members.
  2. Only members in good standing may vote at any meeting. The Secretary will provide credentials for purposes of elections.

Section F. Resolutions

  1. A member may propose a resolution to be voted on at a meeting of the members by submitting to the Secretary a written copy of the proposed resolution.
  2. The Secretary shall provide a written copy of the full text of any proposed resolution to the members with the notice of the meeting at which the resolution will be acted upon.
  3. A resolution shall be approved upon a majority of the members.
  4. No resolution that conflicts with the Articles of Incorporation shall be valid.

Section G. Procedure. All meetings of the members of the Association shall be conducted according to Robert’s Rules of Order. However, such procedures may be waived.

Section H. Adjournment. Any meeting of the members of the Association may be adjourned by a vote of the majority of those members present at the meeting and voting.

 

CHAPTER 4: ELECTIONS

Section A. Election of Governing Board.

  1. During the annual meeting of the Association members, an election shall be held to elect the members of the Governing Board.
  2. At each election, there shall be four (4) Governing Board officer positions to be filled, with the President-Elect ascending to the Presidency, and an undetermined number of Member-at-Large positions to be filled.
  3. Candidates for a seat on the Governing Board shall be voting members in good standing and nominated for a position on the Governing Board by another voting member in good standing, either in writing or in person at the annual meeting. Voting members may also self-nominate.
  4. Governing Board members shall serve until their successors are elected.

Section B. Notice of Elections and Nominations.

  1. A notice of all Board elections will be sent fourteen (14) days prior to the annual meeting, announcing the Board positions available. Nominations will be accepted on the floor of the annual meeting.

Section C. Ballots.

  1. All elections shall be by secret ballot. Each voting member of the Association is entitled to one vote for each Governing Board position. The person receiving the most votes shall be elected to the position.
  2. Voting by voice vote or a show of hands is permitted for approval of resolutions or motions before the floor.

Section D. Written Proxy.

  1. Members may vote for Governing Board positions by proxy. A person wishing to vote by proxy must give the Secretary written notice at least 24 hours before the election. The notice shall state good cause for the member’s absence and the name of the person to whom the proxy is given. Good cause shall be defined on a case-by-case basis and at the discretion of the Secretary.

 

CHAPTER 5: GOVERNING BOARD MEMBERS

Section A. Term. The term of office for all Governing Board members is one (1) year. They may serve consecutive terms in the same official capacity.

Section B. Duties. The duties of the Governing Board members are:

  1. President: The President shall preside over all meetings of the Association, including meetings of the Governing Board and of the general membership. The President shall be the official spokesperson of the Association. The President shall have such other powers possessed or exercised by chief officers, as are consistent with these By-Laws and the Articles of Incorporation. The President is authorized to appoint all standing committees and special committees, to designate the chair of each such committee, and to fill vacancies therein.
  2. President-Elect: The President-Elect shall perform the duties of the President in the absence or inability of the President to act, or as delegated or assigned by the President. The President-Elect will ascend to the Presidency automatically.
  3. Secretary: The Secretary shall take minutes of all meetings of the Association, prepare Association correspondence, and maintain the custody of all Association records and papers – including current Articles of Incorporation, By-Laws, and resolutions. The Secretary shall also provide notice of all meetings and keep a current record of the names and e-mail addresses of all current members, particularly of those members currently eligible to vote. The Secretary shall perform such other duties assigned by the Governing Board and/or the President.
  4. Treasurer: The Treasurer shall collect, maintain, deposit, disburse, and account for all funds of the Association. The Treasurer shall maintain an accurate record of all receipts and disbursements, which shall be open for inspection at any reasonable time by any Board member. The Treasurer shall make written quarterly reports and monthly status reports to the Governing Board. The Treasurer shall make a financial report at each general membership meeting and at the last Governing Board meeting prior to election of officers. The Treasurer shall perform other financial-related duties assigned by the Governing Board and/or the President.
  5. Bar Liaison: The Liaison shall serve as a liaison to other bar associations, including the National Native American Bar Association.
  6. Members-at-Large: The Members-at-Large shall manage committees (see Chapter 2: Governing Board) and perform duties assigned by the Governing Board and/or the President.

Section C. Vacancies

  1. In the event of a vacancy in the office of the President, the President-Elect shall assume the office for the remainder of the term; a new President-Elect shall be elected at the next regular Board meeting from among the remaining Governing Board members, excepting the Secretary and Treasurer.
  2. Vacancies in any other offices shall be filled by appointment by the President of the Board for the remainder of the term. Section D. Removal from Office. An officer may be removed from office by a majority vote of the remaining members of the Governing Board only for cause, including, but not limited to, refusal to pay outstanding dues and three consecutive unexcused absences from meetings of the Board.

 

CHAPTER 6: MISCELLANEOUS

Section A. Fiscal Year. The fiscal year of the Association is equivalent to a calendar year and shall be from January 1 to December 31.

Section B. Expenditures.

  1. The President may authorize any expenditures of $100.00 or less.
  2. Expenditures of more than $100.00 must be approved by the Governing Board. Section C. Amendments of By-Laws. These By-Laws may be amended, supplemented, or repealed only by an affirmative vote of the majority of the entire Governing Board. Any changes must be ratified by a majority of the voting members at a duly called meeting at which a quorum is present.