Article III: Members
Section 1. Three Classes of Members: The Association shall have three classes
of members: full members, associate members, and emeritus members. The
Board of Directors shall have full power to determine and change the
qualifications for membership in each category and will be responsible for
notifying the Association of such changes in a timely manner.
Section 2. Full Member Qualifications: Persons who are engaged or have been
engaged in legal education in any capacity, and have paid their annual dues are
qualified for full membership. Dues for full membership will be greater
than those for associate members and will entitle the individual to seek
election as a Director or Officer and such other benefits as the Board may
determine. A person who would otherwise qualify to be an associate member may
elect to be a full member upon payment of the annual dues for full
members.
Section 3. Associate
Member Qualifications: Persons who are engaged or have been
engaged in legal education on a basis that is less than full time, such as in
the capacity of an adjunct educator or field placement supervisor in an
externship; or who are otherwise interested in the furtherance of clinical
legal education may apply to the Board for associate membership. Dues for
associate members will be less than those for full members and will entitle the
individual to benefits determined by the Board but associate members may not
seek election as a Director or Officer. An Associate member may elect to become
a full member upon payment of annual dues for full members.
Section 4. Emeritus Member Qualifications: Persons who have been a Full Member for
the year prior to applying for Emeritus Member status and have fully retired
from clinical teaching. Emeritus members have full voting and other privileges
of full and associate members as decided by the Executive Committee. Emeritus
members will not pay dues and may not seek election as a Director or Officer,
serve on the Executive Committee, or receive a complimentary copy of the
Clinical Law Review. Emeritus members are strongly urged to use their
designation and time as an emeritus member to serve as a mentor and consultant,
and actively recruit members to join the Association. Full members who wish to
apply for emeritus member status should e-mail the President, documenting that
they meet the requirements listed above and requesting a change in status, by
July 1 of each year. The Executive Committee is responsible for reviewing and
approving/not approving all requests for emeritus membership. Any change in
status will be approved annually within 60 days following the July 1 deadline.
Section 4. Right of Members to Vote: Each full, associate, and emeritus member in
good standing shall be entitled to one vote on each matter submitted to a vote
of the membership.
Article IV: Board of Directors
Section 1. Responsibilities
of the Board of Directors:
The Board of Directors is responsible for directing the management of the
business, property, affairs, and programs of the Association. Responsibility
for the execution of the Board’s directions is vested in the Executive
Committee. The Board will ordinarily defer to the Executive Committee’s
operational decisions.
Section 2. Number
of Directors, Terms of Office: The Board of Directors shall be comprised of between eleven
and twenty-two full members. Directors shall be elected to terms of three
years. The officers of the Association shall be members of the Board of
Directors and, upon election as an officer, shall simultaneously receive a term
on the Board of three years, superseding any existing term as a Board
member. No person who has served two consecutive terms on the Board of
Directors shall be eligible for election to the Board for another term until
one year after the expiration of the second term. Terms served on the
board as a result of election to an officer position shall not be counted in
determining these two consecutive terms; however no person may serve any consecutive
combination of terms as a director and officer exceeding nine years. It is not
obligatory that all vacancies on the Board be filled at any one time, although
the Board of Directors shall not be comprised of fewer than eleven members at
any time. The Board of Directors shall be chaired by the President of the
Association or, in his/her absence, the Vice-President.
Section 3. Method of Electing Directors: Any full member in good standing is
eligible for election to the Board of Directors. Pursuant to Article VI,
the President shall each year by July 1 designate an elections committee, who
shall conduct the election according to the following guidelines:
1. Prior to September 1,
the Secretary shall publish a notice inviting nominations to the Board and
eligible officer positions;
2.
If no member of the Board has been a clinical teacher for fewer than six years,
or the terms of office of all such members will expire at the end of that year,
the Secretary shall notify the elections committee, which shall actively
solicit the nomination of persons who have been clinical teachers for fewer
than six years. Any such member who wishes to be so identified will be
identified as a “new” clinician on the ballot. At least one seat will be
reserved for a new clinician. If no new clinician is among the nominees
whose vote total would result in his/her election to the Board, then the new
clinician who receives the largest number of votes shall be deemed elected in
the place of the clinician who received the fewest votes from among those who,
based upon the number of vacancies on the Board and the number of votes
received by each nominee, would otherwise be elected to the Board.
3.
Nominations must be received by October 1 of the same year;
4. The elections
committee will determine whether each nominated person is eligible and will
contact each nominated person to determine whether she/he is willing to serve;
5. On or before
October 15, the elections committee shall forward to the Secretary a list of
eligible persons who have been nominated;
6. The
Secretary shall insure that ballots are mailed to all members on or before
November 1;
7. To
be counted, a completed ballot must be returned by December 1. Ballots
which have been received, whether or not they are counted, are not to be
disposed of until board members are installed;
8. The
elections committee shall oversee the counting of the ballots and shall certify
the results by mail to the Secretary;
9. Nominees
for the number of vacancies on the Board who receive the largest number of
votes shall be deemed elected, whether or not they receive majorities of the
votes cast; and
10. Notwithstanding
the foregoing provision regarding the mailing of ballots, the Board may
authorize the Secretary to solicit and accept ballots electronically.
Section 4. Meetings of the Board of Directors: The Board of Directors shall meet at least twice
a year. Notice of the time and place of any meeting shall be provided to
each director in writing at least ten days prior to such meeting. Notice
may be given electronically to members with addresses on a computer network,
provided that consent to this form of notice is manifested in advance.
The Board may conduct business by telephone conference call or by internet
communications, provided that a quorum is available to participate within a
reasonable time frame established by the President.
Section 5. Quorum:
A majority of the Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board. If fewer than a majority of the directors are
present at said meeting, a majority of the directors present may adjourn the
meeting to another time without further notice. The act of a majority of
the directors present at a meeting in which a quorum is present shall be the
act of the Board of Directors.
Section 6. Vacancies: By a vote of two-thirds of the directors, the
Board of Directors may, but need not, fill any vacancy occurring in the Board
of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his/her predecessor.
Section 7. Compensation: Directors and officers shall not receive any compensation for
their services.
Section 8. Indemnification: The Association shall, to the fullest extent now
or hereafter provided by law, indemnify any person made, or threatened to be
made a party to any action or proceeding by reason of the fact that (s)he,
his/her testator or intestate was an agent of the Association or of any other
organization served by her/him in any capacity at the request of the
Association, against judgment, fines, amounts paid in settlement and reasonable
expenses including attorneys' fees.
Section 9. Resignation: Any director may resign by filing a written resignation with the
Secretary.
Section 10. Removal of a Director: A director may be removed from office by an
affirmative vote of two-thirds of all of the members of the Board whenever in
the judgment of the Board the best interests of the Association would be served
thereby. Reasons for removal include, but are not limited to, any Board
member who misses more than two consecutive Board meetings.
Section 11. Executive Committee: There shall be an Executive Committee of the
Board to be comprised of the following persons: the President of the
Association, the Vice-President of the Association, the Secretary of the
Association, the Treasurer of the Association, and the Immediate Past President
of the Association. The Executive Committee shall be chaired by the President
of the Association or, in his/her absence, the Vice-President. This
committee takes direction from the Board and is empowered and expected to take
specific actions to further the policies, programs, initiatives, and/or any
other lawful endeavors that the Association may undertake. The Executive
Committee may conduct business by telephone conference call or by internet
communications, provided that a quorum is available.
Article V: Officers
Section 1. Officers: The officers of the Association shall be a President, a
Vice-President, a Secretary, a Treasurer, and an Immediate Past President.
Section 2. Elections, Terms of Office: The officers of the Association shall be full
members of the Association and shall be elected in the same manner as provided
in Article IV, Section 3 for election to the Board of Directors, with the
following regulations: No person who has served two consecutive terms as an
officer shall be eligible for election as an officer for another term until one
year after the expiration of the second term. No person may serve any
consecutive combination of terms as a director and officer exceeding nine
years.
1. The
Vice-President shall serve for a term of one year, at the end of which (s)he
will automatically become President for a term of one year, after which (s)he
will become the immediate Past President for one year. The three years of
service in this executive officer rotation will be considered one three year
term. A new Vice President must be elected each year.
2. The Secretary and the Treasurer shall each be
elected for a term of three years.
Each
officer shall hold office until his/her successor shall have been duly elected
and shall have qualified or until her/his death or until (s)he shall resign or
shall have been removed from office in the manner proscribed in these bylaws.
Section 3. Vacancies: The Board of Directors may, but need not, fill any vacancy
occurring in the slate of officers by a vote of two-thirds of the
directors. An officer elected to fill a vacancy shall be elected for the
unexpired term of his/her predecessor in office.
Section 4. Removal of Officers: Any officer, whether elected by the membership
or by the Board of Directors, may be removed by an affirmative vote of
two-thirds of all of the members of the Board whenever in the judgment of the
Board the best interests of the Association would be served thereby.
Section 5. Responsibilities and Powers of the President of the
Association: The President shall be
the principal executive officer of the Association. Subject to the
direction and control of the Board of Directors, (s)he shall be in charge of
the business and affairs of the Association. (S)he shall see that the
resolutions and directives of the Board of Directors are carried into effect
except in those instances in which that responsibility is assigned to some
other person by the Board of Directors; and, in general (s)he shall discharge
all duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors. (S)he shall preside at all meetings
of the Board of Directors and of the Association as a whole, except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the Association or a different mode of execution is
expressly prescribed by the Board of Directors or these Bylaws. (S)he may
execute for the Association any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed.
Section 6. Responsibilities and Powers of the Vice-President:
The Vice-President shall
assist the President in the discharge of his/her duties as the President may
direct and shall perform such other duties as from time to time may be assigned
to him/her by the President or by the Board of Directors. In the absence
of the President or in the event of his/her inability or refusal to act, the
Vice-President shall perform the duties of the President and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President. In construing the President’s inability or refusal to act, the
Vice-President shall not have the authority to act in place of the President
unless a two-thirds majority of the Board agree that the President is not
performing his/her responsibilities as required by these Bylaws.
Section 7. Responsibilities and Powers of the Treasurer: The Treasurer shall be the principal accounting
and financial officer of the Association. (S)he shall:
