Bylaws

NCAWA Bylaws

First adopted November 11, 1978

(Latest approved revision October 2, 2009)

ARTICLE I

Name and Purposes

Section 1. Name. The name of this Corporation is North Carolina Association of Women Attorneys, Inc. (hereafter the “NCAWA” or the “Association”).

Section 2. Purposes. The purposes of the NCAWA are:

(a) To increase the participation of women attorneys in the legal profession;

(b) To protect the rights of women under the law;

(c) To promote and improve the administration of justice; and

(d) To engage in any other lawful activity to achieve the purposes of the NCAWA as set forth in its Articles of Incorporation.

ARTICLE II

Membership

Section 1. Membership. The NCAWA’s membership shall consist of those persons who are interested in the goals of the NCAWA and who apply for and are admitted to membership in the NCAWA pursuant to these By-laws. Membership in NCAWA shall be on a calendar year basis, and shall be effective upon completion, submission, and acceptance of a membership application and payment of applicable dues in a timely fashion.

Section 2. Classes. Classes of membership in the NCAWA shall include: (i) Regular Members, (ii) Student Members, (iii) Associate Members, and (iv) such other classes of regular membership as the Board from time to time may establish.

(a) Regular Member. A regular member is a licensed attorney who resides or practices law in the State of North Carolina.

(b) Student Member. A student member is a student enrolled and in good standing in a law school in the State of North Carolina.

(c) Associate Member. An associate member shall be any other person interested in furthering the goals of the NCAWA.

(d) Sustaining Member. A sustaining member of NCAWA shall be any person who supports the organization by payment of sustaining dues as set by the Board.

Section 3. Judicial Division. 

(a) There shall be a Judicial Division (JD) of this Association composed of all NCAWA members who are sitting or retired State Judges, Federal Judges, Administrative Law Judges, or like state officers required by statute, regulation, policy, or procedure to comply with the Code of Judicial Conduct.

(b) The Chair of the JD shall be appointed by the President of this Association subject to confirmation by a majority of the members of the JD. The Chair shall serve for a term of two years but shall not be eligible to serve for a consecutive term. All other officers and committees of the JD shall be appointed by the JD Chair.

(c) Duties of the JD Chair: i) to call meetings of JD; ii) to specify an agenda for such meetings; iii) to appoint such officers and committees necessary for the orderly functioning of the JD; iv) to preside over all meetings or when absent designate a judge to preside over meetings; v) to perform all duties incident to the position and recommend to the JD such action as may be deemed appropriate.

(d) Non conflicting purpose. No provision of the bylaws of this Association that conflicts or is prohibited by the Code of Judicial Conduct shall apply to JD members. All other provisions compatible with the role of judges and the Code of Judicial Conduct shall apply to JD members.

(e) No statement, policy, resolution, or endorsement of this Association whether made in writing or orally by members, officers, or its board on behalf of this Association shall apply to JD members except by concurrence of a majority of the JD members.

(f) The Board of the NCAWA may initiate a request to the JD seeking concurrence in a particular statement, policy, resolution, or endorsement of the NCAWA. In determining whether to concur in a statement, policy, resolution, or endorsement adopted by the NCAWA, the JD may seek an advisory opinion from the Judicial Standards Commission as to whether such communication is prohibited by the Code of Judicial Conduct.

Section 4. Application and Election to Membership. Any qualified person desiring membership in the NCAWA shall submit an application upon such form as may be prescribed by the Board. The completed application shall be submitted to the Board with the applicable dues payment. All qualified applicants shall be accepted as members by the Board. No person otherwise eligible for membership in the association shall be denied membership because of sex, race, national origin, sexual orientation, disability, age or religious beliefs.

Section 5.  Voting. Any person accepted as a member in accordance with the provisions of Article 1 and Article 2(a), 2(b), and 2(d) herein who is current on her dues if applicable, shall have the privilege of voting on all issues submitted to a vote of the membership.

Section 6.  Dues.

(a) Dues for membership shall be paid on a calendar year basis and shall be set from time to time by the Board.   The Board may elect to set a different amount of dues for those persons who become members during the second half of a calendar year for the remainder of that year.

(b)  Prior to December 31 of each year, the Association shall forward to each member a Notice of Dues advising that the dues are payable on or before January 31 of the following year.

Section 7. Advisory Council. 

(a)  There shall be an Advisory Council whose purpose is to be available to the Board of Directors of the Association for advice and consultation. Advisory Council members shall be members of NCAWA.

(b)  The Advisory Council members shall be selected by the Executive Committee of the Board of Directors at such times and for such terms as the Executive Committee determines.

(c) The role of Advisory Council members shall be advisory only; however, Advisory Council members shall have full voting rights as NCAWA members under Section 5 herein.

ARTICLE III

 Meetings of the Members

Section 1. Regular Meetings. There shall be one annual meeting of the membership during the last half of the calendar year at such a time and place as shall be designated by the Board. Notice of place, day and hour of the meeting and, in the case of any business requiring special notice, the purpose of the meeting shall be e-mailed by the Secretary to the last known address of each member not less than thirty (30) days before the date of the meeting. If a member prefers to receive notices via regular, United States mail, he or she shall notify the secretary of this preference, and the Secretary shall send notices by that method at the same time.

Section 2.   Special Meetings. Special meetings may be held pursuant to the provisions of G.S. Section 55A-7-02.

Section 3. Quorum. A quorum shall be 10% of the Association membership eligible to vote at any member meeting for which proper notice was given.

ARTICLE IV

Board of Directors

Section 1. Number. The NCAWA’s affairs shall be managed by a Board of Directors consisting of 14 members elected by the members at the Annual Meeting. The Board shall be composed of the President, the President-Elect, the Vice President, the Secretary, the Treasurer, the Immediate Past-President, the Chair of the Education Committee, the Chair of the Career Support and Advancement Committee, the Chair of the Nominating and Public Service Awards Committee, the Chair of the Government Action Committee, the Historian, and three at-large members.

Section 2. Powers. The Board shall be the NCAWA’s governing body subject only to the control of the membership of the NCAWA as a whole at any regular or special meeting of the membership. The Board shall draw up an annual budget for submission to the membership of the NCAWA, shall coordinate the activities of the Committees of the NCAWA, shall establish special committees and shall act in a general governing capacity as authorized by the membership of the NCAWA. At-large members of the Board may serve in such particular capacities as the Executive Committee may direct.

Section 3. Election and Term. At the NCAWA’s regular annual meeting, the members of the NCAWA shall elect the Board. All Board members shall serve terms of one year, beginning at the end of the annual meeting in which they are elected and serving until their resignation or removal, or until their successor is elected.

Section 4.  Eligibility. Only regular members may serve as members of the Board. No person shall serve in the same Board position for more than four consecutive years.

Section 5. Conflict of Interest. Conflicts of interest occur when a Board member holds a position with a corporation, partnership or other entity which transacts business with the NCAWA. It is the responsibility of all Board members to avoid acquiring any personal interest, whether direct or indirect, that is incompatible or in conflict with the discharge of the Board member’s function, duty or responsibility to the NCAWA. If any matter should come before the Board, or any of its committees, in such a way as to give rise to a conflict of interest, the affected Board member shall make known the potential conflict, and if advisable, withdraw from the meeting for so long as the matter shall continue under discussion, except to answer any questions from the Board or its committee. Should the matter be brought to a vote, the affected Board member shall not vote on it.

ARTICLE V

Meetings of the Board

Section 1. Location and Date. All meetings of the Board shall be held at such place and at such time as shall be designated in the notice of the meeting or as shall be agreed upon by a majority of the members of the Board. All meetings of the Board or of any committee, are open to all members of the NCAWA.

Section 2. Regular Meetings. The Board shall meet at least quarterly.

Section 3. Special Meetings. Special meetings of the Board may be called at any time by the President, the President-Elect, or any three members of the Board. Upon the call of a special meeting the Secretary shall give a minimum of seven (7) days notice to all members of the Board of the time, place and subject of the special meeting. Without the unanimous consent of all members of the Board, whether present or not, no other matters may come before the meeting except those contained in the notice thereof.

Section 4. Notice. Written notice stating the date, time and place and purpose or purposes of any special meeting and, when the business to be transacted shall require notice, of any regular meeting of the Board shall be mailed to each member of the Board at least thirty (30) days prior to the date of the meeting. Attendance at any meeting shall constitute a waiver of notice of the meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Any member of the Board may waive, in writing, any notice of meetings required to be given by these Bylaws.

Section 5. Voting. Each member of the Board shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board. Voting on all matters shall be by show of hands unless more than one-half of the members of the Board present at a meeting shall demand, prior to voting, a secret written ballot on some particular matter.

Section 6. Action Without Meeting. Action may be taken by 100% of members of the Board without a meeting. Such action is nevertheless Board action, if written consent to the action in question is signed by 100% of the members of the Board and filed with the minutes of the proceedings of the Board, whether signed before or after such action is taken. 

Section 7.  Quorum. A quorum for any meeting shall consist of one-third of the members of the Board, and a quorum shall be required for the transaction of any business at any duly called meeting.

Section 8. Vacancies. In the event of a vacancy on the Board arising from death, resignation, or otherwise, the Board shall elect a successor to serve until the next regular meeting of the members. The Board shall be authorized to conduct business as necessary until the vacancy is filled.

Section 9.                  Resignation and Removal of Board Members.

Article VI

Officers

Section 1. Duties of the President. The President shall, subject to the control of the Board, supervise and control the NCAWA’s management in accordance with these Bylaws and the Articles of Incorporation. The President shall, when present, preside at all meetings of the membership and of the Board. The President shall sign with any other properly designated person any deeds, mortgages, bonds, contracts or other instrument which lawfully may be executed on the NCAWA’s behalf, except where the signing or execution of that instrument is delegated by law or by the Board to some other agent of the Board. In addition, the President shall perform such other duties as may be prescribed by the Board from time to time. 

Section 2.  Duties of the Vice President. The Vice President shall make public statements for the NCAWA as are authorized by the membership, the Board or the Executive Committee. The Vice President will accept queries from the public and if not authorized to respond, direct these inquiries to the Board or a Committee for response. In addition, the Vice President shall be Chair of the Membership Committee. Furthermore, the Vice President shall perform such other duties as may be prescribed by the Board from time to time.

Section 3. Duties of the Secretary. The Secretary shall keep minutes of all meetings of the Board and of the Executive Committee and of all meetings of the NCAWA’s membership. The Secretary shall oversee the sending of notices to all members of the NCAWA advising them of membership meetings and notices to all members of the governing Board advising them of Board meetings. The Secretary shall oversee the providing of such reports on membership as may be required by the Board. In general, the Secretary shall perform all duties and possess all authority incident to the office, and shall perform such other duties as may be assigned from time to time by the Board.

Section 4. Duties of Treasurer. The Treasurer shall have and maintain supervision over the NCAWA’s funds, receipts and disbursements, and shall cause to be kept full and accurate financial records. The Treasurer shall oversee the collection of dues and other monies for and on the NCAWA’s behalf, including fundraising, and cause same to be deposited to the credit of the NCAWA in such accounts and in such depositories as may be designated by the Board. The Treasurer shall disburse and supervise disbursements of funds of the NCAWA in accordance with the authority of the Board and is authorized to sign checks on behalf of the NCAWA up to $1,000.00. Any checks over $1,000.00 shall be signed by the Treasurer and one other member of the Executive Committee. The Treasurer shall provide such financial reports as may be required by the Board. The Treasurer shall further perform such other duties as may be assigned from time to time by the Board. In addition, the Treasurer shall be relieved of all responsibility for any securities or monies or disbursement thereof committed by the Board to the custody of any person or corporation, or the supervision of which is delegated by the Board to any other officer, agent or employee. In addition, the Executive Director shall have the authority to sign checks of up to $200 on behalf of the NCAWA. The Treasurer shall be Chair of the Finance Committee and shall review and report on NCAWA funds and donor directed funds established by the Association.

Section 5. Duties of the President-Elect. The President-Elect shall conduct membership and Board meetings in the absence of the President. The President-Elect shall also work with the President in overseeing the work of the Standing Committees, attend public or professional functions in furtherance of the goals of NCAWA, and prepare for assuming the role of President in the next succeeding year. In addition, the President-Elect shall perform such other duties as may be prescribed by the Board from time to time. The President-Elect shall serve as Chair of the Chapters Committee.

Section 6. Duties of the Immediate Past-President. The Immediate Past-President shall assist the Executive Committee, the Nominating Committee and the Standing Committees as requested by the President or the Board from time to time.

ARTICLE VII

Standing Committees

Section 1. Procedure. There shall be nine Standing Committees of the Association: the Career Support and Advancement Committee, the Education Committee, the Executive Committee, the Government Action Committee, the Membership Committee, the Publications Committee, the Nominating and Public Service Awards Committee, the Chapters Committee, and the Finance Committee. The membership of all Standing Committees, except the Executive Committee and the Nominating and Public Service Awards Committee, shall be open to all members who wish to serve on these Committees and are appointed by the President. Members of the NCAWA shall be invited at the annual member meeting to volunteer for service on one or more Committees. Members areas of interest shall be noted by the Secretary to provide Committees with extra personnel where needed. The members may, within their discretion, elect Chairs Elect for the Standing Committees. 

Section 2. Career Support and Advancement Committee.  The Committee for Career Support and Advancement shall work with the Board to promote the purposes of NCAWA by developing programs to encourage professional cooperation among members of the NCAWA and to encourage women to enter the legal profession. This committee shall endeavor to develop information on employment and career opportunities, and provide any other services to the membership which will encourage professional growth and development. This committee shall be responsible for law school initiatives.

Section 3. Education Committee.  The Education Committee shall work with the Board to promote the purposes of the NCAWA by education of the members of the NCAWA and of the public, including arranging the annual meeting of the members.

Section 4.  Executive Committee.  The Executive Committee shall consist of the President, the Vice President, the President-Elect, the Secretary, the Treasurer, and the Immediate Past-President. It shall receive information from Standing and Special Committees, make statements pertaining to positions and goals previously adopted by the members, transmit information to the Committees, execute the budget and be responsible for the administration of the business of the NCAWA as such business is delegated by the Board.

Section 5. Government Action Committee.  The Committee for Government Action shall promote the purposes of the NCAWA within legislative, executive, and judicial branches of government. 

(a)  Purposes.  The purposes of the Committee are to:

(1) Study issues relevant to the purposes of the Association in order to educate the members;

(2) Recommend positions on those issues to the members and the Board;

(3) Organize advocacy to the branches of government on positions taken by the Association;

(4) Maintain the presence of the Association in the General Assembly;

(5)  Maintain contact with similar committees of other bar groups and women’s organizations.

(b)  Members. The members of the Committee will be a Chair, an Immediate Past Chair, and members of the Association who wish to join in the work of the Committee and are appointed by the President. The Chair shall be elected by the members at the Annual Meeting.

(c)  Study of Issues.  The Committee may undertake study of an issue raised by any member and may present an informational document or a program at a member meeting setting forth the facts relevant to an understanding of the issue. It may also set out the Committee’s recommendation as to whether a position should be adopted and if so what the position should be.

(d) Resolutions of the Association. The members may, upon the motion of a member or upon a proposal from the Committee, after study and discussion at a meeting of the members adopt resolutions on government actions that will further the purposes of the Association. 

(e) Each time that the members consider taking a position on a government action as specified in (c) or (d), a minimum of 2/3 of the members present must vote in favor of the action to approve, alter, amend or repeal any action, and the members will vote:

(1)  First, on whether to take a position;

(2)  Second, on what the position will be;

(3) Third, the members may also resolve to instruct the Board on the terms of implementation of the position. If the members do not limit implementation, then the method of implementation shall be in the discretion of the Committee. It shall be the responsibility of the Board and the Committee to work to advance these actions.

(f)  Implementation by the Committee. The Committee will review potential government action that would if enacted advance or hamper the purposes of the Association and the resolutions of the Association as adopted by the members. The Committee shall set priorities and actions with respect to government actions to be proposed by the Association or by other organizations. The Committee will be responsible for carrying out these priorities and will, through its members (and a lobbyist, when one is authorized and selected by the Board) work on support of or opposition to legislation or regulations.

(g) Oversight by the Board.  If an issue arises that has not yet received Association or Board approval, the Board may adopt interim positions and may instruct the Committee on interim strategic actions on positions as situations develop during the year. Any interim positions adopted by the Board shall be presented to the Members for review and ratification at the next meeting of the Members.

Section 6. Membership Committee. This Committee shall be responsible for membership. Its duties shall include maintaining a current membership list, recruiting new members, preparing the membership directory, developing membership services, and other functions to market, increase and maintain active participation in the NCAWA. The Vice President will be Chair of this Committee.

Section 7. Publications Committee. The Publications Committee shall work with the Board to promote the purposes of the NCAWA by providing informational services to the membership, to the women attorneys in North Carolina, and to the public at-large, through publication of a regularly distributed newsletter and any other publications appropriate to the needs of the Association.

Section 8. Nominating and Public Service Awards Committee. 

(a) This Committee is composed of a Chair, the President, the President-Elect, the Vice President, the immediate past President and four NCAWA members elected at large by the Board. In selecting at large members, the Board shall seek to ensure that members of the Nominating and Public Service Awards Committee reflect the diversity of the state, with respect to race, geography, and type of practice. If practicable, the Board should seek representation from as many judicial districts as possible.

(b) Its duties shall include:

(1) Recommendations to the Board for nomination of all officers and Board members. In considering nominations, this committee shall take cognizance of the composition of the remaining Board members, and shall prepare a slate that envisions a Board that will be diverse with respect to race, geography and type of practice;

(2)  Recommendations to the Governor of North Carolina, the two United States Senators from North Carolina, and the President of the United States for the appointment of judges in state and federal court in North Carolina;

(3) Recommendations to the North Carolina State Bar for Councilors and committee appointments, and any other recommendations which encourage the participation of NCAWA members in government and community affairs; and

(4) Recommendations to the Board for recipients of various NCAWA awards, including the Gwyneth B. Davis Public Service Awards.

Section 9. Chapters Committee.  The Chapters Committee shall facilitate relations between the state and existing chapters. When practical the Committee shall provide support for statewide programs, consistent rules, guidelines and orientation to chapter officers. The Committee shall also help the Board identify and assist with the creation of new chapters. Whenever possible each chapter shall designate at least one member to serve on this committee. The President-Elect shall serve as Chair to this committee.

Section 10. Finance Committee. The Finance Committee shall review all financial affairs of the Association, prepare the annual budget, serve as the Auditing Committee, and in other such ways as the Treasurer may direct. The Committee shall be responsible for development of funds for both the Association and for any donor directed funds established by the Association. Duties include procuring annual sponsors, conference sponsors and gifts from the membership.

ARTICLE VIII

Chapters

Section 1. The Board of Directors may authorize the creation of Chapters of the Association pursuant to the conditions of this article.

Section 2. Chapters shall for all purposes be a part of the Association, shall abide by Association Bylaws, Resolutions and Articles of Incorporation, and shall operate as authorized by the Association.

Section 3. The State Board of Directors shall have the authority to determine the location, conditions of formation, management, dues structure, and operation of each Chapter.

Section 4. The President-Elect shall serve as a liaison between the Chapters and the Board.

ARTICLE IX

Special Committees

ARTICLE X

Dissolution and Nonprofit Status

In the event of the liquidation or dissolution of the Association, whether voluntary or involuntary, no director, officer, or member of the Association or any other private individual shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Association from any source, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively for purposes similar in nature to those of the Association as set forth in Article One of these Bylaws, and according to Section 501c(6) of the Internal Revenue Code and the regulations thereunder as the same now exists or as they may be hereafter amended from time to time.

Notwithstanding anything herein to the contrary, the Association shall not engage in any act or activities which are prohibited for organizations described in Section 501c(6) of the Internal Revenue Code as amended from time to time.

ARTICLE XI

Bylaws and Amendments

These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of the Board members at any regular or special Board meeting. Provided, however, that any alteration, amendment or repeal by the Board will be effective only until the next member meeting, at which time it must be ratified by a majority of the Members present and voting. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Members present and voting at any regular or special member meeting. Provided, however, that the notice of any meeting at which a proposed change will be taken up must contain a copy of the proposed alteration, amendment or repeal, or an accurate summary explanation thereof.

ARTICLE XII

Financial Affairs

Section 1. Financial Review. An examination of the financial records of NCAWA shall be performed for each fiscal period. The financial statement shall be presented to the members by the Board.

Section 2. Fiscal Year. The NCAWA’s fiscal year shall be the calendar year.

Section 3. Indemnification. The Association shall indemnify present and former Board members, officers and agents of the Association against liability pursuant to G.S. Section 55A-8-50 et seq., and to the extent that their acts or omissions constituting the grounds for alleged liability were performed in their official capacity and, if actionable at all, were based upon a good faith, reasonable belief that the conduct was in the best interests of the Association. The Association may in the discretion of the Board purchase insurance to cover such indemnification. 

Section 4. Bond. The Board may require a bond of the Treasurer or any other officer, agent or employee of the Association charged with responsibility for the custody of any of its funds or property conditioned upon the faithful performance of the dues of the office, the premium for which bond shall be paid by the NCAWA.

Section 5. Investment Standard. The Board shall be charged with and assume control of NCAWA’s property; shall designate the bank or banks wherein the funds of NCAWA shall be deposited; shall be responsible for all expenditures and shall invest the funds of NCAWA in the same manner as a fiduciary would invest such funds under Section 36A- 2 of the North Carolina General Statutes, or corresponding provisions of any future North Carolina law.

ARTICLE XIII

Seal

The Seal of the NCAWA shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words “Corporate Seal, North Carolina.”

ARTICLE XIV

Rules of Order

All meetings of the members, of the Board, of any Committee provided for in these Bylaws and of any other Committee of the members or the Board, shall be conducted according to the most recent edition of Robert’s Rules of Order, unless otherwise specified by a vote of the members, with respect to a member meeting and by the Board, with respect to other meetings.