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Detroit & Michigan Chapter Bylaws (As Amended April 10, 2003) PREAMBLE The National Lawyers Guild is an association dedicated to the need for change in the structure of our political and economic systems. We seek to unite the lawyers, law students, jailhouse lawyers and legal workers of America into an organization which shall function as an effective political and social force in the service of the people, to the end that human rights shall be regarded as more sacred than property interests. Our aim is to bring together all those who regard adjustments to the new conditions as more important than the veneration of precedents; who recognize the importance of safeguarding and extending the rights of workers, women, farmers and minority groups upon whom the welfare of the entire nation depends; who seek actively to eliminate racism; who work to maintain and protect our civil rights and liberties in the face of persistent attacks upon them; and who look upon the law as an instrument for the protection of the people, rather than for their repression. ARTICLE I Name and Geographical Area Section 1.01 The name of this organization shall be the National Lawyers Guild, Detroit Chapter. Section 1.02 Geographical area: the designation of Detroit as used above shall include all counties of the State of Michigan not otherwise served by a local National Lawyers Guild chapter. ARTICLE II Purposes and Activities Section 2.01 The purposes of the organization shall be: A. To aid in making the United States and State Constitutions, the law and the administrative and judicial agencies of the government responsive to the will of the American people; B. To protect and foster democratic institutions and the civil rights and liberties of all people in the United States and throughout the world and to act in solidarity with domestic and international struggles for justice and democracy. C. To promote justice and equality in the administration of the law and to promote the struggles against racism, sexism, homophobia and all other forms of unjust discrimination; D. To aid in the establishment of government and professional agencies to supply adequate legal services to all who are in need and cannot otherwise obtain it; E. To aid in the adoption of laws for economic and social welfare of all of the people; F. To keep the people informed upon legal matters affecting the public interest; G. To improve the relations between the legal profession and the community at large; H. To encourage the study of law, with consideration of the social, political and economic aspects of the law; I. To improve the ethical standard which must guide the lawyer in the performance of his/her professional and social duties and to strive to maintain and enforce these ethical standards within the profession; J. To protect the independence of the judiciary and the bar. ARTICLE III Membership Section 3.01 No Discrimination – Upon application, the following persons who agree with the objects of the organization as set forth, herein, shall be admitted to membership without regard to sex, sexual preference, age, color, race, religions or political belief or affiliation, formal educational level, or condition of restraint within any institution: a. Lawyers: any person who at the time of application for membership is authorized to practice law anywhere. b. Law Students: any person who attends law school. A law student member may retain that membership status for one year following graduation or until he or she becomes eligible for another membership category, whichever comes first. c. Legal workers: any person who is currently working, or who has worked, or who is training to work in any office, collective or other institution, which has as its primary function the provision of administration of legal services, information or education; or who, as an individual, provides or administers legal services, information, or education as a major component of her or his work. d. Jailhouse lawyers: any person who is incarcerated in a jail or prison and who is regularly engaged in providing legal services to other prisoners. A jailhouse lawyer member may retain that membership status for one year following release from incarceration or until he or she becomes eligible for another membership category, whichever comes first. Section 3.02 Wherever a chapter exists, membership shall be through such chapter. Law students shall be concurrent members of their law student chapter and full voting members of their local non-student chapter. At the National Convention, law students shall vote through their local non-student chapter. The NEC shall determine to which local non-student chapter each law student is a member. Where there is no organized chapter, membership shall be through direct affiliation with the national organization. Such persons shall be known as members-at-large. Jailhouse lawyers shall be members-at-large unless a chapter in their area shall elect to include them in its membership. Section 3.03 Dues: Membership dues for lawyers and legal workers for the first three (3) years of membership shall be thirty ($30.00) Dollars. Thereafter such dues shall be paid on a sliding scale based upon income according to the following schedule: Jailhouse Lawyers: Free Law Student & Minority Bar Association Members: $15.00 - $25.00/ year Legal Workers and New Lawyers (first three years of practice): $35.00 - $75.00/year Retired or fixed income members: $35.00 - $75.00/year Lawyers with income under $45,000.00 per year: $75.00 - $175.00/year Lawyers with income over $45,000.00 per year: $175.00-$275.00/year Sustainer memberships (includes two Annual Dinner tickets): $500.00/year Benefactor memberships (includes two Annual Dinner tickets and One full-page Ad in Annual Dinner Journal): $750.00/year Dues are payable within the appropriate range based on a good faith ability to pay. This dues structure may be modified in whole or in part by a proposed National Dues Structure to be established by the National Lawyers Guild. Section 3.04 Any member may have his or her membership terminated for conduct inconsistent with the aims and purposes of the Chapter and/or the aims and purposes set forth by the National Constitution after notice, written charges and a hearing. It shall require a majority vote of those members of the Board of Directors present at the hearing to terminate membership. Any member may have his or her membership terminated for nonpayment of dues, following written notice to the member and a telephone notice if possible. At least seven days notice shall be given to any member whose termination is proposed for any reason. ARTICLE IV Government and Meetings Section 4.01 The highest governing authority of this Chapter shall be the Annual Membership Meeting. The regular business and affairs of the Chapter shall be conducted by a Board of Directors in the interim period between Membership Meetings. Said Board of Directors shall be established as hereinafter provided, and shall act subject to the action of the membership. The power to conduct said regular business and affairs of the Chapter includes the expending of all sums of money reasonably necessary therefore and the determining of program and policies which will promote the objectives of the organization. Section 4.02 There shall be an Annual Membership Meeting which shall be held at a time and place designated by the officers with input from the Board of Directors and staff. Section 4.03 Special and regular membership meetings may be called from time to time by the Board of Directors at times and places designated by it, or by written request of six members to the Board of Directors. Meetings so requested shall be called within two weeks after receipt of the request. Section 4.04: The Board of Directors shall have at least ten regularly scheduled monthly meetings each year. Section 4.05: A Special Executive Board meeting may be called by written request (by regular mail, email or fax) of six (6) Executive Board members to the Executive Board. This request must specify a time and place for the special meeting and must describe the purpose of the meeting. The request must give at least 7 days notice of the meeting. Section 4.06: The Board of Directors is authorized to vote via email under such circumstances where immediate or timely approval or disapproval of a proposal, request for endorsement, press statement, or purchase must be made before the next scheduled meeting. In such an event the requesting Board member or the chapter staff person shall submit a written request to all members of the Board of Directors by email with the word "Urgent" in the subject line. The staff person shall tally votes. If the staff does not receive an affirmative or negative email vote from a quorum, as defined by Section 5.03 by these Bylaws, of active Board members within 24 hours, the decision to approve or disapprove the request shall be left to the four executive board officers. Approval under this Section by the officers will require three of four in agreement. ARTICLE V Board of Directors Section 5.01 The Board of Directors shall consist of seventeen Board of Directors members (including officers) elected by the members as a whole and may also include a representative from each student chapter. Section 5.02 Except as hereinafter provided, the Board of Directors members shall serve for staggered two-year terms. To start this process, the first terms after these bylaws become effective shall be for eight one-year and nine two-year terms. The nine candidates with the highest number of votes shall serve two-year terms and the eight candidates with the next-highest number of votes shall serve one-year terms. Section 5.03 At any meeting of the Board of Directors, a majority of the active Board of Directors members then in office shall constitute a quorum. A meeting may be adjourned if less then a quorum is in attendance. Section 5.04 A Board of Directors member may be removed from office for cause by a majority vote of the Board of Directors. Cause for removal shall be evidence by, but is not limited to, failure to attend two-thirds (2/3) of all regularly scheduled Board of Directors meetings in one year and/or failure to attend three (3) consecutive regularly scheduled Board of Directors meetings without notice of non-attendance to the staff and/or President of the Board prior to the meeting. A Board of Directors member may be removed for cause only after seven (7) days notice, written charges and an opportunity to be heard before the body proposing to remove him or her. The Secretary or acting Secretary of the Board, or another person designated by the Board, shall also notify any person if their status changes. Section 5.05: A Board of Directors member will automatically be placed in “Inactive” status after failure to attend two (2) regularly scheduled meetings in a row. Section 5.06: Board of Directors members placed in “Inactive status” shall not be counted for the purpose of determining what constitutes a quorum pursuant to Article V, Section 5.03. Members in “Inactive status” shall return to active status immediately upon attending a regularly scheduled meeting. ARTICLE VI Liability of Officers Section 6.01 No member of the Board of Directors of the National Lawyers Guild, Detroit Chapter, who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (the “Act”), shall be personally liable to the National Lawyers Guild or its members for monetary damages for a breach of the Board of Director’s fiduciary duty arising under the Act or other applicable law; provided, however, that this provision shall not eliminate or limit the liability of the Board of Directors for any of the following: 1. A breach of the Board of Director’s duty of loyalty to the corporation or its members; 2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; 3. A violation of section 551(1) of the Act; 4. A transaction from which the Board of Directors derived an improper personal benefit; 5. An act or omission occurring before the effective date of these Bylaws; 6. An act or omission that is grossly negligent. Section 6.02 If the Act is amended after approval of these Bylaws by the members of the National Lawyers Guild to authorize the further elimination or limitation of the liability of directors of nonprofit corporations, then the liability of the Board of Directors, in addition to the limitation and elimination of personal liability contained in these Bylaws, shall be eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitation or elimination of liability is inconsistent with the status of the corporation as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986. No amendment or repeal of these Bylaws shall apply to or have any effect on the liability or alleged liability of any director or this corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal. Section 6.03 Indemnification: Each person who is or was an Officer, Board of Directors member, or member of any committee of the National Lawyers Guild and each person who is or was serving at the request of the National Lawyers Guild as an Officer, Board of Directors Member, or committee of any other corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation to the fullest extent to which the corporation has the power so to indemnify such persons pursuant to the corporation laws of the State of Michigan as they may be in effect from time to time. The National Lawyers Guild may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether to indemnify such person against such liability under the laws of the State of Michigan. The National Lawyers Guild may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification to any employee or agent of the National Lawyers Guild to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time. Section 6.04 Any Law Student Chapter may elect a representative to serve as a member of the board. ARTICLE VII Nomination of Officers and Board of Directors Members Section 7.01 Two (2) months in advance of the Annual Membership Meeting the Board of Directors shall appoint up to five (5) members of the Chapter in good standing for at least two (2) years to constitute a Nominations Committee. The Nominations Committee shall designate one of their number to be Chair of the nominations Committee. The Chair of the Nominations Committee shall obtain the names of qualified people in good membership standing to be considered for the nomination for the offices of President, Vice President, Treasurer, ,Secretary, Student Vice President and at-large Board of Directors members. The Chair of the Nominations Committee shall organize a mailing at least four (4) weeks prior to the Annual Meeting, announcing the formation of the committee and asking for suggestions for nominations. Officer terms (President, Vice President, Treasurer and Secretary) shall be for one year. Section 7.02 The full Nominations Committee shall use its best efforts to prepare a list of candidates for the offices to be filled with at least twice as many candidates as offices, and shall present this list to the Board of Directors at least two (2) weeks before the Annual Membership Meeting at which an election will be held. The Board of Directors may add to said list in its discretion but may not delete names therefrom. The Nominations Committee report and list of candidates shall then be presented to the Annual Membership Meeting of the Chapter. Section 7.03 All nominations made by the committee will be announced prior to the meeting in he written notice of the meeting. The list of candidates for office shall be presented to the Annual Meeting by the Chair of the Nominations Committee, and shall be seconded by the floor. Additional nominations, properly seconded, for each office to be filled shall be accepted from the floor by the Chair of the Annual Meeting. ARTICLE VIII Vacancies Section 8.01 The Board of Directors may appoint members to fill vacancies in the offices of President, Vice President, Treasurer, Secretary, Student Vice President and at-large Board of Directors members caused by resignation, death, failure to elect, removal from membership or office, disability or other cause. Any officers so appointed shall, unless sooner removed, hold such office for the remainder of the un-expired term or until their successors is duly elected. ARTICLE IX Committees Section 9.01 Standing Committees: Standing Committees may be established at a general or special membership meeting by a majority vote of the membership present there. These Standing Committees should attempt to tie local legal work to the existing committee structure of the National Lawyers Guild National Organization. ARTICLE X Amendments Section 10.01 These Bylaws may be amended by a majority vote of the entire membership or by a two-thirds (2/3) vote at a regular meeting of the membership, provided that written notice of the proposed amendment be mailed to all of the members at least seven (7) days prior to such meeting. Amendment may also be adopted by a referendum vote of the majority of the members voting at a membership meeting. |