New Jersey State Bar Association - The voluntary Bar Association of New Jersey, serving members since 1899.

Bylaws

Table of Contents

Article I - Membership
Article II - Dues
Article III - Officers and Trustees
Article IV - Elections
Article V - Vacancies
Article VI - General Council
Article VII - Divisions and Sections
Article VIII - Committees
Article IX - Representation of the Association
Article X - Meetings, Order of Business, Association Seal, Fiscal Year
Article XI - Amendments
Article XII - Indemnification of Directors, Officers and Employees Against Liabilities and Expenses

Article 1
Membership

1. Any person who is a member in good standing of the Bar of New Jersey or who holds a limited license to practice law in New Jersey shall be eligible for general membership in this Association, which shall be a condition to serving as an Officer, Trustee, Association Delegate to the American Bar Association House of Delegates ("ABA Delegate"), or a member of the Nominating or Judicial and Prosecutorial Appointments Committees.

2. Any person who is neither a member, a holder of a limited license, nor has been disbarred or suspended from, the Bar of New Jersey shall be eligible for associate membership provided the person is:

(a) A member in good standing of the bar of any other jurisdiction;

(b) Any student who is enrolled in any ABA-accredited law school;

(c) Any person employed by a law firm, corporate or government legal department, judicial or legal agency, or other entity devoted primarily to the practice of law, regardless of the title by which the person is classified with the entity, if such person devotes all working time to the performance of managerial and administrative duties connected with the entity;

(d) A paralegal/legal assistant who is qualified through education, training, or work experience, is employed or retained by a lawyer, law office, governmental agency or other entity in a capacity or function which involves the performance, under the direction and supervision of a lawyer, of specifically delegated substantive legal work, which work, for the most part, requires sufficient knowledge of legal concepts that, absent that paralegal or legal assistant, the lawyer would perform the task;

(e) A person who is a dean, teacher or professor of law at an ABA-accredited law school; or

(f) A person employed by a law firm, corporation or governmental department, judicial or legal agency, or other entity devoted primarily to the practice of law, whose duties are those of law librarian, and who by training and qualifications is capable of rendering special services or being of assistance to lawyers incident to their utilization of a law library.

Associate members shall not be eligible to vote or hold office in this Association or in any Section or Division.

3. The Board of Trustees, by two-thirds vote, may elect such persons as it deems fit to distinguished membership in the Association. Distinguished members shall not be eligible to vote or hold office in this Association, or in any Section or Division thereof, unless they are eligible to vote and hold office under section 1 of this Article.

4. A person who has been a general member of this Association for 40 years shall become a general member emeritus.

5. Membership shall terminate upon disbarment or resignation and shall cease during the period of any suspension from the practice of law.

6.

(a) A member may be expelled, suspended or censured for conduct which brings discredit to the Association. The power shall rest exclusively in the Board of Trustees, which may authorize the President to appoint a committee of three to hear complaints or grievances against a member.

(b) A member shall receive thirty (30) days notice in writing of any complaint made against him or her. The notice shall specify the charges against the member and shall advise the member of the time and place of the hearing, which shall be held either before the Board of Trustees or a committee appointed in accordance with this section. The complainant shall be copied on the notice.

(c) Both the complainant and the member may appear, be represented by counsel and present evidence on their behalf. If the hearing is held before a committee, the committee shall report its findings in writing to the Board of Trustees, which shall then decide whether or not to expel, suspend or censure the member.

(d) Expulsion, suspension or censure of a member shall require a two-third (2/3) vote of the Board of Trustees. Any suspension decision of the Board of Trustees shall also include terms of reinstatement for the member, which shall then be conveyed to the member in writing. A suspended member may apply to the Board of Trustees for reinstatement following the period of suspension and upon meeting the terms of reinstatement. A suspended member shall be reinstated upon a majority vote of the Board of Trustees.

(e) All proceedings, including the filing of a complaint, shall be confidential and not made public unless an accused member is expelled, suspended or censured. At such time as the Board of Trustees votes to expel, suspend or censure a member, the Board of Trustees shall also decide, in its discretion, whether the investigative reports, the complaint or the disciplinary decision by the Board of Trustees shall be made public.

7. Wherever these Bylaws use the words "from the county", "from a county" or "from that county" they shall be construed to mean the county annually designated by the member. Such designation shall be limited to (1) the county in which the member’s home is located; (2) the county is which the member’s office is located; or (3) the county which is the member’s primary county of practice and in which the member is a member of the county bar association. Should a member fail to designate a county, the address that is used by the Association to mail official member information shall be used to determine the county designation.

8. Wherever these Bylaws use the terms "Specialty Bar Association" or "Specialty Bar" they shall be construed to mean the Asian Pacific American Lawyers Association of New Jersey, Association of Black Women Lawyers of New Jersey, Garden State Bar Association, Hispanic Bar Association of New Jersey, New Jersey Muslim Lawyers Association, New Jersey Women Lawyers Association and such other associations as shall be designated periodically by the Board of Trustees.

Back to Top

Article II
Dues

1. Dues shall be payable annually in an amount and manner fixed by the Board of Trustees from time to time, provided that general members emeritus, distinguished members and any other group designated by the Board of Trustees shall be exempt from payment of dues.

2. The membership of any member who remains delinquent in dues for a period of ninety (90) days from the time dues become due, after adequate notification, shall be terminated.

Back to Top

Article III
Officers and Trustees

1. The Officers of the Association shall be elected from among the general membership of the Association and shall be a President, President-Elect, First Vice President, Second Vice President, Treasurer and Secretary, each of whom shall hold office for a term of one year and until a successor shall have been elected and qualified. To be eligible to serve as an Officer, a member's practice of law shall be primarily in the State of New Jersey.

2. Persons holding judicial positions, other than municipal judges, shall not be eligible to be Officers or Trustees in the Association.

3. The President shall preside at all meetings of the Association, appoint the members of all Committees, except as otherwise provided in these bylaws, be an ex officio member of all Standing and Special Committees, and perform such other duties as the Association or the Board of Trustees may direct. In the event of the absence of the President, the President-Elect, and in the absence of the President-Elect, the other Officers in the order in which they are named above, shall perform the duties of the President.

4. The President-Elect shall succeed to the Presidency for the following term without another election to that office.

5. The Second Vice President shall serve as Chairperson of the Long-Term Planning Committee.

6. The Treasurer shall be responsible for the receipt of all monies of the Association, shall make authorized disbursements, shall render to the members of the Association an annual written report of all receipts, disbursements, assets and liabilities, shall serve as Chairperson of the Finance and Operations Committee, and shall serve as a member of the Long-Term Planning Committee.

7. The Secretary shall be responsible for the taking and keeping of accurate minutes of the meetings of the Association and the Board of Trustees and shall serve as Vice Chairperson of the Long-Term Planning Committee.

8. Board of Trustees:

(a) The Board of Trustees of the Association shall consist of the Officers; the Immediate Past President; two Trustees from the Young Lawyers Division ("Division Trustees"); nine Trustees from the Sections and Committees ("Section/Committee Trustees"); eight At-Large Trustees; a designee of the New Jersey State Bar Foundation whose term shall run concurrently with that of the Foundation's President; and one Trustee from each county except Essex County which shall have two Trustees. To be eligible to serve as a Trustee, a member's practice of law shall be primarily in the State of New Jersey.

(b) Except for the Officers, the Immediate Past President of the Association, and the designee of the New Jersey State Bar Foundation, who shall each serve during their respective terms of office, every Trustee shall be elected from among the general members of the Association as hereinafter provided for a term of two years and shall not serve for more than three successive terms, although individuals may be re-elected or appointed as a Trustee after an interval of at least one year. A Trustee appointed to serve an unexpired term shall be considered to have served one term if the time remaining in such term at time of appointment shall exceed one year, regardless of whether the unexpired term precedes or follows an elected term.

(c) Every Division Trustee shall be elected from, among and by the membership of the Division.

(d) Every County Trustee shall be elected from, among and by the members of the Association from that county. For purposes of being eligible to be a county trustee, "from that county" shall mean, at the time of election, (1) the county in which the county trustee's home is located; (2) the county in which the county trustee's office is located; or (3) the county that is the county trustee's primary county of practice and in which the county trustee is a member of the county bar association.

(e) Every Section/Committee Trustee shall be elected from, among and by the Section and Committee members, and at the time of nomination for any full or partial term, maintain membership in the Section or Committee sponsoring him or her for Section/Committee Trustee.

(f) Every At-Large Trustee shall be elected from, among and by the general members of the Association to represent segments of the membership not adequately represented on the Board of Trustees. The designation of these underrepresented segments of the membership to be considered when nominating candidates for the At-Large Trustee seats shall be made by the Board of Trustees at the first Board of Trustees meeting following the Annual Meeting each year.  Nothing in this section shall be construed to mean that a member from any underrepresented segment can be prohibited from serving on the Board of Trustees because another member from that same underrepresented group is already serving as a Trustee.  The purpose of the At-Large Trustee positions is to promote inclusion of as many underrepresented segments of the membership on the Board of Trustees as possible.  Any interpretation of this section of the Bylaws shall be consistent with that purpose.

(g) One-half of the Division, County and At-Large Trustees shall be elected in each odd-numbered year and the remaining one-half shall be elected in each even-numbered year.  Five of the Section/Committee Trustees shall be elected in each odd-numbered year and four shall be elected in each even-numbered year. The first term of any new Trustee seats created by these amendments shall begin at the time of the next Annual Meeting.  The Nominating Committee shall determine which candidates for the new seats shall serve only partial terms in the first year to preserve the future staggering of elections required by these Bylaws.

(h) In the event that any Trustee fails to maintain eligibility for the category to which the Trustee is elected, then said Trustee shall not be eligible to be re-elected to a successive term.

(i) All Officers and Trustees must (a) have and maintain the capability of receiving and sending communications by e-mail and (b) provide their e-mail address, which shall be kept current at all times, to the NJSBA Executive Director and such staff as the Executive Director deems appropriate.

9. The terms of Officers and Trustees shall commence as of the adjournment of the final business session of the Annual Meeting and shall continue until a successor shall have been elected and qualified. No member may serve in more than one Officer or Trustee position at any one time, except as permitted by Article V. A Trustee, whose nomination to be an Officer pursuant to Article IV is unopposed and whose term as a Trustee will not end at the next Annual Meeting, shall be deemed to have resigned as a Trustee after the expiration of the period for filing nomination petitions pursuant to Article IV, paragraph 7, hereof. Such Trustee's resignation shall be effective upon being sworn into the Officer position. A Trustee elected to fill an Officer position after a challenged election pursuant to Article IV or elected to fill a vacant Officer position pursuant to Article V shall be deemed to have resigned as a Trustee upon being sworn in to the Officer position.

10. The Board of Trustees may appoint one or more Assistant Secretaries, an Assistant Treasurer, an Executive Director and such administrative staff as it may deem advisable.

11. The Board of Trustees shall manage the affairs and property of the Association. It shall perform all other duties required by these Bylaws.

12.

(a) The Board of Trustees shall have full power and authority in the interval between meetings of the Association to do all acts and to perform all functions which the Association itself might do or perform except that it shall have no power to amend the Certificate of Incorporation or the Bylaws nor to take any actions inconsistent with resolutions of the Association.

(b) A majority of the whole Board of Trustees shall constitute a quorum at any regular or special meeting of the Board of Trustees.

(c) At the discretion of the President, individual members of the Board of Trustees may participate and vote in any regular or special meeting of the Board of Trustees without physically attending in person, by means of a telephone conference call or any other means of communication by which all trustees participating are able to hear and otherwise communicate effectively with each other. Votes may occur either at physical meetings, via conference call or through electronic vote or such other state of the art means as consistent with this bylaw. All voting shall be initiated by a motion proposed by one member of the Board of Trustees and seconded by another.

(d) The Board of Trustees may take action on certain proposals by e-mail or other generally accepted electronic means of communication. Such proposals are limited to action which, in the discretion of the President, cannot be delayed until the next regularly scheduled meeting of the Board and for which it is not deemed necessary or economical to call a special meeting of the Board or a conference telephone call pursuant to subparagraph (c) above. The President, or the Executive Director, on behalf of the President, may submit the proposal to all officers and trustees by e-mail. Officers and trustees who respond must "reply to all" and action may be taken on the proposal after both (i) approved by e-mail responses from a majority of the entire Board and (ii) the expiration of twenty-four hours from the time the e-mail was sent to the Board. If, however, within that twenty-four hour period, five or more officers or trustees object to the action being taken without a regular or special meeting either in-person or by conference telephone call, then action on the proposal may not be taken unless and until adopted at a subsequent in-person or conference telephone meeting.

13. The Officers and the Immediate Past President shall constitute the Executive Committee of the Board of Trustees. The Executive Committee shall perform such functions as shall be delegated to it by the Board of Trustees.

14. No debts shall be incurred, no contract made and no funds appropriated or disbursed without the approval of the Board of Trustees.

15.

(a) Any Officer or other Trustee who fails to attend three consecutive Board meetings or four Board meetings in any twelve-month period in the State of New Jersey, shall be deemed to have resigned as an Officer or Trustee of the Association unless, at the next regularly scheduled Board meeting immediately following the last such absence, this provision is waived by a majority vote of the members present.

(b) The Secretary of the Association shall give written notice of these Bylaw provisions to any Trustee who misses two consecutive Board meetings or three Board meetings in any twelve- month period in the State of New Jersey, and a copy of said notice shall be sent to the president of the County Bar Association with respect to a County Trustee, the chairman of the Section or Committee from which a Trustee has been elected, or in the case of an At-Large Trustee to the Board of Trustees.

(c) In the event of the death, resignation, disbarment, or suspension from the practice of law of any Officer or Trustee during his/her term, the position shall be declared vacant and shall be filled in accordance with the provisions of Article V hereof.

16. This Association shall be represented by one or more ABA Delegates, consistent with the constitution, bylaws and rules of that association. The President and President-Elect, if members of the ABA, shall, by virtue of their offices, ex officio, serve in the first two ABA Delegate positions, respectively, except that, in the first year after adoption of these bylaws, only the President-Elect shall serve in an ABA Delegate position. Remaining Delegates shall be chosen pursuant to the Nominating and Election procedure outlined elsewhere in these Bylaws. No member of this Association shall serve as such Delegate for more than five two-year terms, whether consecutive or not, but this limitation shall not apply to terms served ex officio. A Delegate appointed to serve an unexpired term shall be considered to have served one term if the time remaining in such term at time of appointment shall exceed one year. Notwithstanding the above limitation, nothing in this Section shall limit ABA Delegates from completing a full term.

Back to Top

Article IV
Elections

1. There shall be a Nominating Committee consisting of fifteen (15) general members, as follows:

(a) one member appointed by the President for a term of one year;

(b) the Immediate Past President for a term of one year.  If the Immediate Past President is unable to serve, the next most recent Immediate Past President shall be appointed;    

(c) the chair of the Young Lawyers Division, for a term of one year.  If the chair is unable or unwilling to serve, preference shall be extended, in order of priority, to the officers of the Division to serve in the chair’s place;

(d) four Section chairs, each for a term of one year, selected as follows:

(i) two Section chairs from sections with greater than 800 members, each for a term of one year; 

(ii) one Section chair from a section with between 400 and 800 members, for a term of one year; and

(iii) one Section chair from a section with fewer than 400 members, for a term of one year.

If any Section chair is unable or unwilling to serve, preference shall first be extended, in order of priority, to the officers of the Section to serve in the chair’s place. Should all of the officers be unable or unwilling to serve then the Chair may select an individual who has served as chair of that Section within the last five years to serve in his or her place.

In the first year of implementation, a list shall be established ranking sections according to numbers of members, as of the immediately previous July 1, from highest to lowest for each of the three groups noted above in paragraphs (i) through (iii).  Nominating committee membership shall be rotated through each group in order of section membership, from highest to lowest.  New sections created shall be added to the end of the appropriate list at the time of creation.  If any Section chair declines membership on the Nominating Committee and does not designate another officer or past chair to serve, that Section will be deemed to have waived its opportunity to serve during the current rotation, and the next Section chair on the list, or his/her designee, shall be provided the opportunity to serve.  At the end of one full rotation of any group, the list shall be recreated for that group, utilizing membership numbers for all sections as of the immediately previous July 1.  If any section’s membership numbers at that time have changed, such that the section should be moved into the group being recreated, that section should be moved into the recreated group.  If any section’s membership numbers have changed such that the section should be moved out of the recreated group, that section should be added to the end of the appropriate group, but shall not be eligible for Nominating Committee membership until that group completes its current rotation and is recreated.  The rotation for the recreated group shall then begin again.  The Women in the Profession Section and the Minorities in the Profession Section shall be excluded from the rotation pursuant to this section.

(e) the chair of the Women in the Profession Section or the Minorities in the Profession Section, for a term of one year.  These Sections shall alternate membership on the Nominating Committee, with one section having membership for terms beginning in an odd-numbered year, and the other section having membership for terms beginning in an even-numbered year. If the chair of either Section is unable or unwilling to serve, preference shall be extended, in order of priority, to the officers of that section to serve in the chair’s place.  Should all of the officers be unable or unwilling to serve then the Chair may select an individual who has served as chair of that section within the last five years to serve in his or her place.  For the first year of implementation, the Section with the higher number of members as of the immediately previous July 1 shall serve on the Nominating Committee first.;    

(f) two County Trustees from the Board of Trustees, one of whom shall represent northern counties and one of whom shall represent southern counties, for a term of one year.  These members shall be selected under procedures established by the Board of Trustees.

(g) One member from an underrepresented group as most recently designated by the Board of Trustees, for a term of two years, who shall be elected by the general membership of the Association;

(h) two members elected by and from the members of the General Council under procedures established by the General Council Executive Committee, for a term of two years.  One member shall be elected in even-numbered years, and the second member shall be elected in odd-numbered years.  Neither of these two members may be from the same county. 

(i) two members elected by the general membership of the Association, for a term of two years.   One member shall be elected in even-numbered year, and the second member shall be elected in odd-numbered years.  Neither of these two members may be from the same county. 

The chair of the Nominating Committee shall be appointed by the President from among the members of the Nominating Committee.

This section shall be implemented immediately following adoption by the NJSBA membership, except that any current member of the Nominating Committee at the time of adoption shall be eligible to serve the remaining time in their terms.

No member of the Nominating Committee shall be eligible to be nominated or elected as an Officer, Trustee, ABA Delegate, or member of the Nominating Committee during his/her term, and no member of the Nominating Committee shall serve more than two consecutive years.

2.

(a) It shall be the duty of the Nominating Committee to nominate from among the general membership of the Association candidates for the offices of President-Elect, First Vice President, Second Vice President, Treasurer, Secretary, ABA Delegates, Trustees of the Association, and three (3) members of the Nominating Committee, utilizing operating procedures established by the Board of Trustees consistent with these Bylaws.   Before nominating a candidate to be the Trustee from a county, the Nominating Committee shall consult with those members of the Association who are also officers and trustees of that County Bar Association in order to receive their views concerning the persons under consideration. Before nominating a candidate to be the Trustee from the Young Lawyers Division, the Nominating Committee shall observe the following procedures: The Nominating Committee shall consult with the Officers and Trustees of the Division and shall select a candidate for such position with due consideration for the information and advice so received.

(b) In the case of candidates for Section/Committee Trustee, the Nominating Committee shall proceed as follows: The Nominating Committee shall, reasonably far in advance of each Annual Meeting, inform the chairperson of each Section and Committee of how many Section/Committee Trustee positions are open, and in each case, the procedure to be followed for the selection of candidates for Section/Committee Trustees. Candidates for Section/Committee Trustee must submit the endorsement of at least one sponsoring Section or Committee to the Nominating Committee within the timeframes established by the Committee.  Such endorsement may have been voted on by the entire Section or Committee, or the Section or Committee's governing body.  Sections and Committees are prohibited from sponsoring more than one candidate for Section/Committee Trustee during any nominating cycle and are prohibited from having more than one sponsored Section/Committee Trustee serve on the Board of Trustees at any one time. The Nominating Committee shall, before nominating an individual as Section/Committee Trustee, consult with the Section or Committee Chair of each of the Sections and Committees of which that person is a member in order to receive views from those Chairs concerning the person under consideration.

(c) In the case of the nomination of the ABA Delegates, the Nominating Committee shall receive information and advice from the Board of Trustees for the nomination of candidates to that office.

3. The Nominating Committee shall, in its selection of nominees, consider all appropriate factors, including but not limited to, service to the Association and its constituent parts, service to County and/or Specialty Bar Associations, the extent of practice in the State of New Jersey, including but not limited to government and corporate service, geographical balance, and the goal of bringing into the Association's leadership broad and diverse representation of all segments of the Bar.

4. A report of the Nominating Committee shall be filed with Association headquarters at least 90 days prior to the first business session of the Annual Meeting. Such report shall thereafter be available for inspection by any general member of the Association and shall be published as soon as practicable after it has been filed with the Association. The chair of the Election Committee shall receive a copy of the report.

5. If no further nominations by petition are received pursuant to the procedures established in these bylaws, the individuals nominated by the Nominating Committee shall be considered elected by acclamation. Should there be further nominations by petition, the Election Committee shall oversee an election conducted in accordance with these bylaws and with an Election Policy Manual, which shall be approved periodically by the Board of Trustees.  The Election Policy Manual may be changed from time to time by the Board of Trustees, provided that any changes adopted after January 31 of any given calendar year shall not take effect until the following calendar year. The Election Committee shall have the authority to decide any controversies relating to the election or the petition process, subject to an appeal process established by the Board of Trustees.

6. Nominations for Officers, ABA Delegates and members of the Nominating Committee may be made by the filing of a petition signed by two hundred and fifty (250) general members of the Association.

7. Other nominations for persons to be Trustees may be made by the filing of petitions signed by Association general members. In the case of a nomination for the position of Trustee from a county, the petition must be signed by ten (10) general members or five (5) percent, whichever is greater, of the general members of the Association who are eligible to vote in the county. In the case of a nomination for a Division Trustee, the petition must be signed by ten (10) general members or five (5) percent, whichever is greater, of the general members of the Association who are members of the Division. In the case of nomination for a Section/Committee Trustee, the petition must be signed by ten (10) general members or five (5) percent, whichever is greater, of the members of the Section or Committee sponsoring the nominee. At-Large Trustees may be nominated by the filing of petitions signed by one hundred (100) general members of the Association.

8. Any petition shall disclose not only the name of the nominee sponsored by the petitioners, but also the name of all of the nominees selected by the Nominating Committee for the same position. Any person nominated by petition must be a general member of the Association and must be eligible for the position to which he or she is nominated. Nominating petitions with original signatures shall be filed with the Election Committee at Association headquarters at least sixty (60) days prior to the first business session of the Annual Meeting.

9. For each office for which there is a contest, the Election Committee shall cause appropriate ballots containing the names of all of the nominees to be prepared. The ballot shall identify whether the candidate is nominated by the Nominating Committee or by petition and shall be accompanied by a biographical statement provided by the candidate(s) in a form approved by the Election Committee. The ballots, containing voting instructions, shall be transmitted, under the supervision of the Election Committee, to each member entitled to vote. The transmission shall take place at least 30 days prior to the first business session of the Annual Meeting and shall be returned so as to be received at Association headquarters or such other place as designated by the Election Committee not later than 10 days before the first business session of the Annual Meeting.

10. Where there are more than two individuals competing for a position with more than one vacancy, the nominees with the highest number of votes shall be elected to the vacant positions, regardless of whether any one nominee receives a majority of votes. Where there are more than two individuals competing for a position with one vacancy, a nominee must receive a majority of votes to be elected. If, after the first round of balloting, no nominee receives a majority of votes where a majority is required, or there is a tie vote among nominees for any position, the Election Committee shall cause appropriate ballots to be prepared in accordance with these bylaws for the nominees receiving the two highest number of votes or the nominees who are in a tie. The ballots shall be transmitted within thirty days following the end of the Annual Meeting and shall be returned so as to be received at Association headquarters, or such other place as designated by the Election Committee, not later than 20 days following transmission. If, after the second round of balloting, there is a tie vote for any position, the Board of Trustees shall vote as soon as practicable thereafter to elect one of the nominees who are in a tie to fill the position for which they are competing.

11. Once voting in a contested election for any position is completed, the Election Committee shall submit a report to the President within ten days following the date by which ballots have been returned. The President shall, as soon as practicable thereafter, publicize the results to the membership.

Back to Top

Article V
Vacancies

In the event of a vacancy in the office of President, the President-Elect shall perform the duties of the President for the unexpired term without vacating the office of President-Elect. In the event of a vacancy in the office of President-Elect, the First Vice President shall assume the office of President-Elect for the remainder of the unexpired term. In the event of a vacancy in the office of First Vice President, the Second Vice President shall assume the office of First Vice President for the remainder of the unexpired term. In the event of a vacancy in the office of Second Vice President, the Treasurer shall assume the office of Second Vice President for the remainder of the unexpired term. In the event of a vacancy in the office of Treasurer, the Secretary shall assume the office of Treasurer for the remainder of the unexpired term. In the event of a vacancy in the office of Secretary, or on the Board of Trustees, or in one of the Nominating Committee positions elected by the general membership, or in the position of ABA Delegate, the Nominating Committee shall be immediately convened to recommend a candidate to fill the unexpired term. Before recommending a successor to fill a Trustee vacancy, the Nominating Committee shall seek information and advice from: in the case of a County Trustee, the Officers and Trustees of the Bar Association of that county; in the case of a Division Trustee, the Officers and Trustees of the Division; in the case of a Section/Committee Trustee, the members of the governing bodies of all Sections and Committees; and in the case of an At-Large Trustee, the Committee on Diversity. A report of the Nominating Committee shall be filed with Association headquarters as soon as practicable, but not later than sixty (60) days following the Nominating Committee being notified it should convene. Such report shall include the Nominating Committee’s recommendation of an individual to fill the unexpired term, as well as a list of all candidates considered. The Board shall, as soon as practicable thereafter, accept the Nominating Committee’s recommendation or elect, by majority vote, a successor for the unexpired term from the list of candidates submitted.

Back to Top

Article VI
General Council

1. The General Council shall consist of members of the Association who are Officers, Present and Past Trustees and Past Presidents of the Association; Committee Chairpersons, Division and Section Officers, the President, Immediate Past President, President-Elect, First Vice President, Secretary and Treasurer of each County and Specialty Bar Association; Officers of the New Jersey State Bar Foundation; the ABA Delegates; and delegates as hereinafter specified. The President of each County Bar Association shall appoint one delegate for each one hundred (100) general members of the Association or any fraction thereof from that county, provided that every County Bar Association shall be represented by no fewer than five (5) such delegates. Every Section, the Division and every Specialty Bar Association shall appoint five delegates. Specialty Bar Associations shall consist of the Asian Pacific American Lawyers Association of New Jersey, Association of Black Women Lawyers of New Jersey, Garden State Bar Association, Hispanic Bar Association of New Jersey, New Jersey Muslim Lawyers Association, New Jersey Women Lawyers Association and such other associations as shall be designated periodically by the Board of Trustees. Delegates shall be appointed no later than June 30 of each year and hold office for a term of one year beginning July 1 and ending the following June 30. All members of the General Council named in Paragraph 1 of this Article, except Past Trustees and Past Presidents shall serve during their respective terms of office.

2. The essential purpose of the General Council is to act as a forum for the County Bar Associations and the various Sections, Divisions and Committees of the Association to consider and bring to the attention of the Association's leadership matters of general concern to the organized bar which may impact on the practice of law and the role of attorneys in society. The object of the Council's deliberations shall be to maintain a cohesive dialogue in order to foster more effective communication, and thereby enhance the Association's ability to coordinate and take action on matters of common concern.

3. The General Council shall meet at least once annually. Meetings of the General Council shall be arranged by an Executive Committee of the General Council consisting of ten (10) members thereof appointed by the President of the Association, which Committee shall annually select its Chairperson. The Executive Committee shall solicit the views of the members of the General Council as to the topics which are appropriate for the Council's consideration and shall set the agenda for the Council's meetings based on said views. In addition, the agenda for the Council's meetings shall include (a) an opportunity for debate of resolutions presented by members of the Council, and (b) a report by the President of actions taken by the Association since the last Council meeting on resolutions adopted by the Council. The members of the Executive Committee of the General Council shall serve staggered three-year terms. The General Council shall recommend to the Board of Trustees for consideration such action as the General Council deems appropriate. Such recommendations shall be considered by the Board of Trustees within ninety (90) days of the date of the General Council meeting, and the Board of Trustees shall advise the General Council membership in writing of the action taken. The General Council Executive Committee shall establish a procedure for the election of two members of the Nominating Committee who shall be elected from among and by the members of the General Council.  That procedure shall provide for voting by all members of the General Council, whether they are physically present at a meeting or not.

4. The President of each County Bar Association shall appoint alternate members from the county who are also members of the Association to serve in place of members from that county who are unable to attend any General Council meeting provided that official written notification of such appointments be submitted to the Executive Director at Association headquarters prior to the commencement of the General Council meeting.

Back to Top

Article VII
Divisions and Sections

1. The Board of Trustees may from time to time reorganize inactive Sections or Divisions or create, consolidate or discontinue such Divisions and Sections within the Association as it may deem advisable. The Board of Trustees reserves the right to remove section chairs for failure to comply with minimum performance criteria, as established by the Board of Trustees from time to time, provided that appropriate notice and opportunity for compliance are given.

2. Each Division and Section may adopt and amend its own bylaws, which shall not be inconsistent with the Association’s bylaws and shall be subject to the approval of the Board of Trustees. No Section’s Bylaws will be approved without inclusion of the following requirements: (a) the section hold at least one general section meeting each year; (b) the section hold a second general meeting at the Association’s Annual Meeting; and (c) the results of the section’s election of officers be announced at the Association’s Annual Meeting. Any Section’s bylaws that do not contain these minimum requirements at the time of adoption of this amendment shall be automatically deemed to contain these requirements upon adoption of this provision in the Association’s bylaws. The Board of Trustees may establish, from time to time, certain other minimum requirements for Section bylaws.

3. The Officers of a Division or Section shall hold office for not more than two years and shall not succeed themselves, except for special reasons with the approval of the Board of Trustees, and except that the Officers of the Young Lawyers Division, with the exception of Division Trustees, shall hold office for a term of one year and shall not succeed themselves.

4. The Board of Trustees may establish Sections upon petition of any group or Special Committee having a field of interest or concentration in an area of substantive or procedural law or an area of concern to the Association not already represented by an existing Section, provided that:

(a) The petition is submitted by a minimum of twenty-five (25) existing general members of the Committee or group, or such other number determined by the Board of Trustees based upon a survey of existing Sections;

(b) The Committee or group has been in continuous existence for a period of at least three (3) calendar years; and

(c) The Committee or group has had ongoing activities and has provided a substantial service to a segment of the Association.

Back to top

Article VIII
Committees

1. The classes of Committees of the Association shall be:

(a) Standing Committees.

(b) Special Committees as created by the Board of Trustees.

2.

(a) The Standing Committees shall be as follows: Amicus, Bylaws and Resolutions, CLE Advisory, Diversity, Election, Finance and Operations, Insurance Benefits, Judicial Administration, Judicial and Prosecutorial Appointments, Law Office Management, Legislative, Long-Term Planning, Meeting Arrangements and Program, Membership and Public Relations, New Jersey Lawyer Magazine Editorial Board, Nominating, Pro Bono, and Professional Responsibility and Unlawful Practice.

(b) The Board of Trustees may add additional Standing Committees upon determination that such action will enhance the functioning of the Association.

(c) The Standing Committees created by the Bylaws may not be terminated except by amendment to the Bylaws. Any additional Standing Committees created by the Board of Trustees may be terminated by resolution of the Board of Trustees.

3. The Board of Trustees may establish such Special Committees as will enhance the functioning of the Association. Every Special Committee created by the Board of Trustees shall terminate at the end of the next Annual Meeting following its creation unless such Special Committee is continued by the Board of Trustees. There shall be a presumption against continuation of any Special Committee for which no meeting has been held during the previous year of the Association.

4. Except as provided by Article IV, Article V, Article VI, Section 3, and Article VIII, Sections 5(b), (c), (d), and (e) of these Bylaws:

(a) the President shall appoint members to serve on Committees of the Association for terms provided by these Bylaws and, in doing so, shall consider the goal of broad diverse representation of all segments of the Bar;

(b) the Chairperson of every Committee shall be designated annually by the President;

(c) no Chairperson of any Committee shall serve more than two consecutive years in such position except for special reasons with the approval of the Board of Trustees;

(d) in the event of a vacancy on any Committee, the President shall appoint a successor to complete the unexpired term.

5.

(a) Committee members shall be selected from among the members of the Association which may be canvassed from time to time for the purpose of appointing Committee members.

(b) The Judicial and Prosecutorial Appointments Committee shall be governed by the Judicial and Prosecutorial Appointments Manual, which shall be approved periodically by the Board of Trustees. The Committee shall consist of not more than twenty-seven (27) persons, all of whom shall be general members and shall include the President, President-Elect and Immediate Past President of the Association, during their terms in office. The President shall annually appoint a chairperson and two vice-chairpersons, one each from Northern and Southern New Jersey. The President shall appoint the remaining members, one from each county of the state, to serve for a maximum of two (2) consecutive terms of three (3) years each, although individuals may be reappointed after an interval of at least three years off the Committee. Additionally, persons who have served two consecutive terms may then serve immediately thereafter for one one-year appointments in the position of chairperson or vice- chairperson. A member appointed to serve an unexpired term shall be considered to have served one term if the time remaining in such unexpired term at time of appointment shall exceed one year, regardless of whether the unexpired term precedes or follows a three-year term.

(c) The Long-Term Planning Committee shall consist of the Second Vice President, who shall serve as its Chairperson, the Secretary, who shall serve as its Vice Chairperson, the Treasurer, the Executive Director of the Association, and fifteen (15) general members to be appointed by the President in consultation with the Second Vice President for staggered three-year terms, five (5) of whom shall be former or present Section or Division chairpersons, five (5) of whom shall be former or present Committee chairpersons, and five (5) of whom shall be former or present members of the Board of Trustees. Except for the Chairperson and Vice Chairperson positions, each member of the Committee shall serve for a maximum of two (2) consecutive terms of three (3) years each. A member appointed to serve an unexpired term shall be considered to have served one (1) term if the time remaining in such term at the time of appointment shall exceed one (1) year. The Long-Term Planning Committee shall be charged with reviewing the Association's goals and activities, including the missions of the Sections, Committees and Divisions, and developing and revising three-year long-term plans for approval by the Board of Trustees.

(d) The Finance and Operations Committee shall consist of the President-Elect, the First Vice President, the Second Vice President, the Treasurer, the Secretary, two (2) Trustees who have completed a term, two (2) Trustees who have not yet completed a term, and the two (2) Past Presidents who most recently served as President. The Treasurer shall serve as chair.

(e) The Committee on Judicial Administration shall consist of eighteen (18) members, none of whom may serve more than two (2) consecutive three-year terms. A member appointed to serve an unexpired term shall be considered to have served one term if the time remaining in such term at time of appointment shall exceed one year, regardless of whether the unexpired term precedes or follows a three-year term.

(f) The CLE Advisory Committee shall consist of fifteen (15) members, none of whom may serve more than two (2) consecutive three-year terms. A member appointed to serve an unexpired term shall be considered to have served one term if the time remaining in such term at time of appointment shall exceed one year, regardless of whether the unexpired term precedes or follows a three-year term. In the initial three years of appointments, members' terms shall be staggered, so that only five (5) members' terms end each year.

(g) All other Standing Committees shall consist of nine members, each of whom shall serve until the adjournment of the third Annual Meeting following the appointment and until a successor is appointed.

(h) In the event that the Board of Trustees creates a new Standing Committee, in the original appointments to such Committee, the President shall designate three members to serve until adjournment of the first Annual Meeting following their appointment; three members to serve until the adjournment of the second Annual Meeting following their appointment; and three members to serve until adjournment of the third Annual Meeting following their appointment, but thereafter successors shall be appointed for three-year terms.

(i) Each Special Committee shall consist of a chairperson and such members as are appointed by the President. Each member and Chairperson shall serve until the adjournment of the next Annual Meeting following their appointment. In the event that the Board of Trustees continues the Special Committee, it shall be necessary for the President to appoint a Chairperson and members. There shall be a presumption against reappointment to a Special Committee of any member who had previously been appointed to such Special Committee and who had not attended any meetings of such Special Committee during the previous year.

(j) The President shall have the authority to appoint additional members to serve on any Standing Committee only during the President's term of office, unless otherwise limited by these Bylaws.

(k) Except as provided in Article VIII, section 5(b), the President of the Association shall be an ex officio member of every Committee of the Association. The President may designate another individual to serve in the President's place on any Committee. If the President's designee is a member of the Association staff, the President shall consult with the Executive Director before making the designation. Except as provided in Article VIII, section 5(b), neither the President nor the President's designee shall be entitled to a vote on any Committee.

6. Meetings of each Committee shall be held upon call of its chairperson. Each Committee shall, subject to the determination of the Board of Trustees, determine its own meeting procedures. Each Committee shall meet at least twice annually.

Back to Top

Article IX
Representation of the Association

1. The President, or a person designated by the President, shall express the policy of the Association as determined by the Association or by the Board of Trustees and shall make no statements nor take any public positions or actions in conflict with those of the Association. No Division, Section, Committee ("Entity"), other member, or employee may represent the Association or any other Entity thereof before any legislative body, court, governmental agency, or other tribunal, or communicate with any news media or the general public on behalf of the Association, or any other Entity thereof, unless authorized to do so by the Board of Trustees. No Entity, or member thereof, shall communicate any view or position on behalf of said Entity before any legislative body, court, governmental agency or other tribunal, or to any news media or the general public, except in accordance with section 3 of this Article. Whenever representation requires the filing of any report or brief, no such report or brief shall be filed until a copy thereof has been submitted to and approved by the Board of Trustees, or such of its members as the Board of Trustees may designate to act for it.

2. No report, recommendation or other action of any Entity other than the Judicial and Prosecutorial Appointments Committee shall be considered as the action of the Association until it shall have been approved by the Board of Trustees. No Entity or any member thereof shall release any report of such Entity to the public without the approval of the Board of Trustees. The Board of Trustees may authorize an Entity to communicate the view of the Entity upon a finding either that the Association has taken no position on the issue or that the communication does not conflict with the best interests of the Association.

3. An Entity may communicate its view or position before a legislative body, governmental agency, court, or other tribunal, or to the news media in the following circumstances:

(a) The particular communication is approved by the Board of Trustees; or

(b) The matter giving rise to the need for the communication is sufficiently urgent that it cannot await a meeting of the Board of Trustees, and the particular communication is approved by at least a majority of the Executive Committee, provided that for the determination thereof, the Executive Committee may meet by conference call or be assembled in a meeting, and further provided that the matter shall be reported to the Board of Trustees at its next meeting.

The Entity shall in such communication specifically disclaim any representation of the Association in the matter.

4. A member who, when making a public utterance, permits himself or herself to be identified as having an official connection with the Association or one of its Entities, shall, if the Association has determined a policy on the subject matter of the utterance, fairly state that policy and, if expressing a view at variance with it, clearly identify the variance as the member's personal views only. If there has not been, or the member has no knowledge of, any such policy determination, the member shall nevertheless identify the utterance as personal views.

Back to Top

Article X
Meetings, Order of Business, Association Seal, Fiscal Year

1. Meetings:

(a) The members of the Association shall hold two regular meetings in each year, one of which, the Annual Meeting, shall be in May or June at such time and place as shall be fixed by the Board of Trustees and the other at such time and place as may be fixed by the Board of Trustees.

(b) Special meetings of the Association may be called by the President at any time, the same to be held at such time and place as may be designated in the call. The President shall call special meetings when directed by the Board of Trustees or when requested in writing by one hundred (100) general members of the Association. The Secretary shall give fifteen (15) days' notice of the time and place of all meetings and the purposes of all special meetings to all members by regular mail.

(c) Fifty (50) general members shall constitute a quorum at any regular or special meeting.

(d) Only general members of the Association registered at the meeting shall be entitled to vote on business brought before the meeting.

2. The Order of Business at the meetings of the Association shall be as follows except when changed by the Board of Trustees:

(a) Final call for reading of resolutions

(b) Report of Treasurer

(c) Reports of Divisions, Sections and Committees

(d) Miscellaneous Business

3. There shall be no vote by proxy at any meeting of the Association, the Board of Trustees, a Section, Committee or Division.

4. Any section, committee or division may act without an in-person meeting if the members of the section, committee or division may participate in a meeting by means of a telephone conference call or any other means of communication by which all members are able to hear or otherwise communicate effectively with each other. Votes may occur either at physical meetings, via conference call or through electronic vote or such other state of the art means as consistent with this bylaw.

5. Resolutions:

(a) Any resolution filed with the Secretary and signed by any thirty (30) general members of the Association at least ten (10) days prior to any meeting of the Association shall be referred for consideration to the Resolutions Committee. Only resolutions which have been properly filed in accordance with these Bylaws shall be considered by the Resolutions Committee. At the first business session of the meeting, the Chairperson of the Resolutions Committee shall bring to the attention of the Association the nature of the resolutions theretofore filed with the Secretary.

(b) Every resolution offered for the consideration of the Association shall be in writing and shall be concise in form.

(c) After the first business session, the Resolutions Committee shall hold a public hearing upon the resolutions received by it in accordance with these Bylaws. At such hearing any proponent and opponent shall be given a reasonable opportunity to be heard. The Resolutions Committee shall thereafter consider such resolutions and prepare a report for submission to the Association recommending acceptance of the resolution as submitted, rejection of same, or taking no position thereon.

(d) At the final open session of the meeting, the Resolutions Committee shall read each pending resolution. If the resolution is moved and seconded, the Resolutions Committee shall immediately deliver its report on said resolution.

6. The seal of the Association shall be "The New Jersey State Bar Association, 1899."

7. The fiscal year of the Association shall begin July 1.

8. A budget hearing shall be held at the Annual Meeting.

9. Any question involving the interpretation of these Bylaws shall be decided by the Trustees after recommendation of the Bylaws Committee, and if such question arises in the course of any meeting, by the President of the Association. Decisions by the President shall be effective only for the purpose of the meeting.

10. The President may appoint a member of this Association as Parliamentarian to serve at any meeting.

11. All meetings shall be conducted in accordance with the Roberts Rules of Order except where these Bylaws contain inconsistent provisions, in which case these Bylaws shall prevail.

Back to Top

Article XI
Amendments

1. Amendments may be proposed:

(a) By a majority of the full membership of the Bylaws Committee and approved by a majority vote at a meeting of the Board of Trustees at which a quorum is present at the time of the vote; or

(b) By a two-thirds (2/3) vote at a meeting of the Board of Trustees at which a quorum is present at the time of the vote; or

(c) By a petition signed by two percent (2%) of the general members of the Association.

2. A proposed amendment shall be submitted to the Secretary of the Association at least sixty (60) days prior to the first business session of any regular or special meeting of the Association. The Secretary shall publish the same as soon as practicable after receipt.

3. The Election Committee shall prepare ballots and transmit them with voting instructions and copies of the proposed amendment to every general member of the Association at least thirty (30) days prior to the first business session of the meeting.

4. The ballot shall be voted and returned so as to be received at Association headquarters not later than ten (10) days prior to the first business session of the meeting.

5. The Election Committee shall supervise the receipt and counting of ballots and shall decide any controversy relating thereto. The result of the balloting shall be announced by the Election Committee at the meeting.

6. The proposed amendment shall be adopted if two-thirds of the ballots received vote favorably thereon.

Back to Top

Article XII
Indemnification of Directors, Officers and Employees Against Liabilities and Expenses

1. The Association shall indemnify all corporate agents against all expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his or her being or having been such a corporate agent other than a proceeding by or in the right of the Association if: (a) such corporate agent acted in good faith in a manner he or she reasonably believed to be not opposed to the best interest of the Association; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his or her conduct was unlawful.

2. All terms used herein shall have the meanings attributed to such terms as set forth in N.J.S.A. 15A:3- 4 (a).

3. It is intended that the rights of indemnification provided hereunder shall be as broad as permitted under the laws of the State of New Jersey. Without limiting the foregoing, the Association herewith adopts the provision of N.J.S.A. 15A:3-4 as though fully herein set forth; wherever said statute permits the Association to provide indemnification, this Bylaw shall be deemed to require such indemnification to be provided by the Association.



November 2010

Back to Top