In-House Counsel Section Bylaws


 

UTAH STATE BAR
In-House Counsel
BYLAWS (Amended)

ARTICLE 1

ORGANIZATION

1.1 Creation. The In-House Counsel (hereinafter "Section") is established pursuant to the Bylaws of the Utah State Bar (sometimes referred to as the "Bar") to accomplish the purposes set forth therein.

1.2 Purpose. The purpose of the Section shall be to assist its members and all interested members of the Bar:

a. By providing high quality continuing legal education ("CLE") opportunities at reasonable cost for corporate counsel and others who regularly provide legal advice to corporations and similar business entities;

b. By providing good food at its functions;

c. By providing opportunities and forums for corporate counsel and others who advise corporations to network and exchange ideas regarding the giving of legal advice to corporations and similar business entities;

d. By monitoring legal and political issues relevant to corporate counsel and to make recommendations to the Bar with respect thereto;

e. To undertake such other service as may be of benefit to the Section's members, the legal profession and the public.

1.3 Limitations. These Bylaws are adopted subject to the applicable Utah Statutes and the Bylaws of the Utah State Bar.

1.4 Principal Office. The principal office of the Section shall be maintained in the offices of the Utah State Bar.

1.5 Fiscal Year. The fiscal year of the Section shall coincide with that of the Utah State Bar.

ARTICLE 2

MEMBERSHIP

2.1 Enrollment of Attorney Members. Any member of the Utah State Bar in good standing with the Bar may, upon request to the Executive Director of the Bar, be enrolled as an Attorney Member of the Section by the payment of annual Section dues in an amount and for the purpose approved by the Board of Commissioners of the Utah State Bar.

2.2 Enrollment of Affiliate Members. Affiliate Members of the Utah State Bar who are members of the Bar's Legal Assistants Division may enroll as Section Affiliate Members. As a specific condition for membership in the Section, candidates for Section Affiliate Membership shall take all precautions to assure they do not hold out themselves as being Attorney Members of the Utah State Bar, and will follow all guidelines and directives from the Section Chair in connection with the implementation of this requirement. In order to be enrolled as a Section Affiliate Member, candidates must also pay annual section dues in an amount and for the purpose determined by the Section leadership and not opposed by the Board of Commissioners of the Utah State Bar. Section Affiliate Members may not hold office in the Section or vote, but are otherwise entitled to all of the privileges and benefits of Section membership.

2.3 The Membership. Members enrolled as provided in Section 2.1 and 2.2 shall constitute the membership of the section.

2.4 Dues. The dues shall be $15.00 for each member per year. The Section shall not impose an increase in dues without first amending these Bylaws in accordance with Article 7 hereof.

ARTICLE 3

MEETINGS

3.1 Annual Meeting. The annual meeting of the Section shall be held at a place determined by the Officers on the fourth (4th) Thursday in the month of April in each year or such other date as designated by the Section Officers unless that day is a legal holiday, and if a legal holiday, on the following Thursday which is not a legal holiday.

3.2 Quorum. Eight (8) Attorney Members of the Section present in person at any meeting shall constitute a quorum for the transaction of business.

3.3 Controlling Vote. Action of the Section shall be by majority vote of the Attorney Members present and voting at any meeting of the Section.

3.4 Agenda. At the annual meeting of the Section members, Officers of the Section shall be elected and other business may be discussed and voted upon as determined to be appropriate by the Officers.

3.5 Special Meetings. Special meetings of the membership of the Section may be called by the Section Chair at such time and place as he or she may determine.

3.6 Notice of Meetings. Written, printed, or electronic notice shall be given to all section members stating the date, hour and place of all meetings of members, and in the case of all special meetings the purpose or purposes for which the meeting is called. Notice shall be delivered by hand, U.S. mail or e-mail at least five (5) days prior to the date of the meeting to each member of the Section. If mailed, notice shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Utah State Bar, with postage thereon prepaid.

ARTICLE 4

OFFICERS

4.1 Officers. The Officers of the Section shall be a Chair, a Vice Chair, a Treasurer, and a CLE Chair, chosen from the Attorney Membership of the Section.

4.2 Section Chair. The Section Chair shall preside at all meetings of the Section and of the Section Officers. The Chair shall formulate and present at each annual meeting of the Section a report of the work of the Section for the then past year. The Chair shall perform such other duties as usually pertain to this office.

4.3 Vice Chair. Upon the death, resignation or during the disability or unavailability of the Chair, or upon his or her refusal to act, the Vice Chair shall perform the duties of the Chair for the remainder of the Chair term except in the case of the Chair's disability or unavailability, and then only during so much of the term as the disability or unavailability shall continue. The Vice Chair of the Section shall assist the Section Chair. The Vice Chair shall also act as the coordinator of the Section's Internet web site.

4.4 Treasurer. The Treasurer shall be the custodian of all books, papers, records and other documents of the Section. He or she shall keep a record of all accounts and of all proceedings of all meetings of the Section and of the Officers, whether assembled or pursuant to teleconference or other electronic communication. In conjunction with the Chair and Vice Chair, the Treasurer shall attend generally to the business of the Section.

4.5 CLE Chairperson. The CLE Chair shall be responsible to plan all continuing legal education activities of the Section, enlisting such support from Section members and others in presenting timely and appropriate CLE to Section members and other interested attorneys.

ARTICLE 5

ELECTIONS

5.1 Succession to Offices. The CLE Chair shall automatically succeed to the office of Treasurer. The Treasurer shall automatically succeed to the Office of Vice Chair. The Vice Chair shall automatically succeed to the Office of Section Chair.

5.2 Elections. A new CLE Chairperson shall be elected each year at the Section's annual meeting by majority vote of the Attorney Members then in attendance. If for lack of nominations or any other reason no CLE Chair is elected, the position may be filled pursuant to Section 5.3, below.

5.3 Vacancies. If at any time an office shall become vacant for any reason, then the remaining Section officers may appoint any Attorney Member of the Section to fill the vacancy for the balance of the unexpired term. Such appointed person shall not succeed automatically to another Section Office as provided in Section 5.1, above, but shall be subject to elections as provided in Section 5.2, above.

5.4 Term of Office. The term of office shall begin with the adjournment of the annual meeting following election or succession to office, as the case may be, and shall end following the annual meeting at which a successor has been duly elected and qualified, appointed and qualified, or succeeded to the office, as the case may be.

ARTICLE 6

COMMITTEES

6.1 Committees. The Section shall have such committees as may from time to time be appointed by the Officers to perform such duties and exercise such powers as the Officers may direct.

6.2 Committee Chairperson. Each Committee shall have a Chairperson to be appointed by the Officers who will then regularly report to the Officers.

6.3 Duties of Committees. Each Committee shall have the responsibilities which are delegated to it by the Officers, which may include the following:

a. To plan and implement section projects including but not limited to Section meetings and continuing legal education seminars.

b. To analyze issues and make recommendations to the Officers on matters referred to the Committee or on its own initiation.

6.4 Membership of Committees. Upon request, any Attorney Member of the Section may be a member of one or more Committees.

6.5 Duties of Members of Committee. A Section Attorney Member shall become a member of a Committee with the understanding he or she will devote sufficient time to assist the Chairperson of the Committee in performing the duties of the Committee.

6.6 Meetings. The Committees may act by correspondence or at meetings separate from the Section. Section members may but need not be given notice of Committee meetings and all Committee meetings may but need not be open to all Section members.

ARTICLE 7

AMENDMENTS

7.1 These Bylaws may be amended at any meeting of the Section by a majority vote of the Attorney Members of the Section present and voting.

CERTIFICATION OF ADOPTION
I CERTIFY THAT THE FOREGOING BYLAWS WERE ADOPTED BY VOTE OF THE SECTION MEMBERSHIP OF THE CORPORATE COUNSEL SECTION OF THE UTAH STATE BAR AT A MEETING, DULY CALLED, ON THE 22ND DAY OF MAY, 1999.
BY________________________________
J. STEVEN NEWTON, SECTION CHAIR

CERTIFICATION OF AMENDMENT
I CERTIFY THAT THE FOREGOING BYLAWS WERE AMENDED BY VOTE OF THE SECTION MEMBERSHIP OF THE CORPORATE COUNSEL SECTION OF THE UTAH STATE BAR AT A MEETING, DULY CALLED, ON THE 1st DAY OF MAY, 2003.
BY________________________________
DEANNA D. SABEY, SECTION CHAIR