Association By-laws

As Amended May 19, 2020

 

ARTICLE I.      Name

This Association shall be called “THE ASSOCIATION OF THE BAR OF THE CITY OF NEW YORK.”

ARTICLE II.   Objects

The Association is established for the purposes of cultivating the science of jurisprudence, promoting reforms in the law, facilitating and improving the administration of justice, elevating the standard of integrity, honor and courtesy in the legal profession, and cherishing the spirit of collegiality among the members thereof.

ARTICLE III.   Members

3.1 General Provisions

  1. Membership. In addition to the honorary and judicial members as hereinafter provided, there shall be such classes of membership in the Association as set forth in these by-laws. The members shall be divided among, and within, such classes according to their eligibility.

  2. Honorary and Judicial Members. Any member of the Association who may become, or is now, a judge or justice of any United States Court, or of any court of a state, or a United States Magistrate, or is engaged on a full-time basis as a United States, New York State or New York City Administrative Law Judge or Hearing Examiner shall be, while holding such office, a judicial member of the Association, and any other member of the legal profession who may become, or is now, such a United States or State or City of New York judge or justice, United States Magistrate, Administrative Law Judge, or Hearing Examiner, as defined above, shall be eligible to be elected a judicial member of the Association in accordance with the by-laws of the Association.1

    Justices, judges and members of the legal profession who are of pre-eminent distinction either in this country or any foreign country may be elected honorary members by the Board by an affirmative vote of all members present.

    Honorary members shall be exempt from the payment of dues and admission fees.2 Judicial members shall pay no admission fee but shall pay dues, assessments and other charges as may from time to time be established.

  3. Membership Privileges. All members shall be entitled to all privileges of the Association except that honorary members shall not be entitled to vote.

  4. Any member of the profession may become a member of the Association, subject to the provisions of Section 3.1.8. The application form for a prospective member shall at a minimum state the applicant’s legal education and professional employment to determine the appropriate class of membership. Said application for membership shall be accompanied by payment of any applicable admission fee and dues for the current half year.

  5. Pending admission to the bar of any jurisdiction in the U.S. or abroad, a law school graduate who is qualified to apply for such admission may become a member of the Association, subject to the provisions of Section 3.1.8. The application form for a prospective law school graduate member shall at a minimum state the applicant’s legal education, present professional employment and pending application(s) for admission to the bar to determine the appropriate class of membership. Said application for membership shall be accompanied by payment of any applicable admission fee and dues for the current half year. Disapproval of the application for admission to the bar of a law school graduate member by a Character and Fitness Committee of any Appellate Division in the State of New York, or by any equivalent authority in another jurisdiction, shall result in termination of membership effective as of the date of said disapproval.

  6. Any law student in good standing in a law school accredited by the American Bar Association may become a member of the Association, subject to the provisions of Section 3.1.8. The application form for a prospective law student member shall at a minimum state the applicant’s law school and expected year of graduation. Such application shall be accompanied by payment of the annual dues. Law student members shall maintain membership status so long as they remain a law student in good standing in a law school accredited by the American Bar Association. Law student annual membership shall run from September 1 to August 31 except that in the law student member’s last year of law school the annual membership shall run from September 1 to the member’s date of graduation. Upon law school graduation, law student members shall be deemed to be law graduate members under Section 3.1.5.

  7. There shall be notice of pendency of membership applications to the Board prior to each regular Board meeting.

  8. Unless otherwise determined by the Board, all persons whose pending applications for membership have been noticed to the Board shall become members of the Association at the conclusion of the Board meeting prior to which notice has been given.

3.2 Dues, Admission Fees and Other Charges

  1. Dues and admission fees for membership classifications shall be posted on the Association’s website or otherwise made available to the Association’s membership. The Board may increase the dues and admission fees of classes of members by a vote of two-thirds of the present members of the Board, effective upon 60 days’ notice to the membership.

  2. Classification of Members. The Treasurer is authorized to classify and reclassify individual members and to assess appropriate dues.

  3. The members shall pay such assessments as shall be approved by the affirmative vote of two-thirds of the members present and voting at any stated or special meeting of the Association provided that notice of a proposed assessment shall have been included by the Secretary in the notice of such meeting. The Treasurer shall send notice to each member stating the amount of any assessment upon each such member and the date on which such assessment is payable. Any member who shall fail to pay an assessment within 30 days after same becomes payable shall be given written notice by the Treasurer of the amount due. Until payment of this indebtedness, a member given such written notice shall be subject to the restrictions imposed by Section 3.2.4 of this Article.

  4. Any member who shall be in default in the payment of the admission fee, dues, charges or other assessment who has not paid this indebtedness within 30 days of receiving a notice of such indebtedness may be struck from the membership roll by the Board, without further notice, and thereupon that person shall cease to be a member of the Association. A member given written notice of indebtedness as above provided may not be entitled to the use of any privilege or benefit of the Association.

  5. Any member may resign from the Association upon payment of all dues and admission fees and other charges and assessments owed through the date of such resignation, provided that if a resignation is submitted within 120 days after the date when such member’s dues for the current period first become payable, and if such dues have not been paid, the payment thereof may in the Treasurer’s discretion be waived.

  6. Any member who has resigned, or whose name has been stricken from the roll for nonpayment of dues or admission fees or other charges or assessments, shall be reinstated upon payment of such person’s dues for the current period (unless such person’s application is made less than 60 days before the close of the dues period), and, in the case of a member dropped for nonpayment, the payment of all amounts owed at the time when such person’s name was stricken from the roll.

3.3 Effect of Disbarment or Suspension from Practice

  1. Any member of the Association who shall be disbarred from practice in any state or federal court or in any other jurisdiction shall, except as provided below, be deemed expelled from the Association and any member who shall be suspended from practice in any state or federal court or in any other jurisdiction shall be deemed suspended from membership until reinstated by said court or bar. Said expulsion or suspension shall take effect as of the date of the final decision to disbar or suspend the member.  Upon reinstatement, the disbarred or suspended member shall again be a member of the Association and shall not be required to pay dues for the period during which he or she was disbarred or suspended.

  2. All interest in the property of the Association of persons resigning or otherwise ceasing to be members shall vest in the Association.

3.4 Meetings of the Association

  1. The annual meeting of the Association shall be held in May. At the annual meeting all the powers of the Association may be exercised.

  2. Special meetings may be called at any time by the Board, and shall be called by the Secretary upon the written request of 50 members entitled to vote, specifying the purpose of such call. At special meetings no business shall be transacted except such as shall be specified in the call thereof.

  3. At any meeting of the Association the presence of 100 members entitled to vote shall be necessary to constitute a quorum.

  4. No action taken at a prior meeting of the Association or by a committee of the Association shall, within three years after the taking of such action, be reversed or modified at any meeting of the Association except by a vote of not less than two-thirds of the members present and voting at such meeting.

  5. The President shall prepare the agenda for every meeting of the Association and transmit it to the Executive Director, who shall make it a part of the notice of the meeting. In addition to such items as the President shall determine to be appropriate, the President shall include in the agenda any item directed to be included by the Board. Notice of any annual or special meeting of the Association shall be mailed to each member, if by first class or electronic mail, not less than 10 nor more than 50 days before the date of the meeting; if mailed by any other class of mail, not less than 30 nor more than 60 days before the date of the meeting. No resolution may be considered at any meeting of the Association unless a copy thereof and a report of a committee of the Association or of an individual member or a group of members in support of such resolution, or a summary of such report, are mailed or emailed to the membership with or prior to the notice of the meeting.

  6. The President or other presiding officer at any meeting of the Association shall determine the order of business. This order may be changed by vote of a majority of the members present and voting at such meeting.

  7. Unless otherwise ordered by the Association, every matter presented at any meeting of the Association, which by its terms or in the judgment of the presiding officer shall require reference to a committee, shall be referred by such officer to the appropriate committee, or, if there be no such committee, to the Board. The committee to which such reference is made shall report thereon to the Association at its next annual meeting, or at a special meeting called for that purpose, unless the resolution of the Association, or the terms of reference to such committee, shall otherwise provide or unless the time to report is extended by the Association. If, within the time so limited, no report is made, the committee may be deemed to have been discharged from further consideration of the subject, and the matter may again be referred or disposed of in such manner as the Association shall deem proper.

  8. Only the following actions shall be permitted on any resolution submitted to any meeting of the Association:

    1. That the resolution be amended, provided that the presiding officer of the meeting rules that the proposed amendment does not substantially vary the terms of the resolution as circulated to the membership. There shall be no appeal from the ruling of the presiding officer;
    2. That the resolution be “approved”;
    3. That the resolution be “disapproved”;
    4. That the resolution be “referred” either to the Board or to some other standing or special committee of the Association; or
    5. That the Association take “no action or position” on the resolution.
  9. As soon as practicable after the annual meeting, the by-laws, list of Association committees, names of officers, members of the committees and members of the Association and such other matters as the President of the Association or the Board shall direct, shall be made available to members of the Association.

3.5 Presiding Officers

At all meetings of the Association, the President, or, in the absence of the President, one of the Vice Presidents, or, in the absence of all of them, the Chair of the Board, or in the absence of such Chair, any member selected by the members present shall preside. The President may designate the order in which Vice Presidents shall preside at meetings of the Association in the absence of the President.

3.6 Proxy Voting Permitted for Positions of the Association

  1. If a resolution proposing to express the position of the Association on a matter of general public interest is considered at any meeting of the Association in accordance with the provisions of Section 3.4 and is “disapproved” by a majority of the meeting, the presiding officer of the meeting shall put the following question to the members: “Shall the resolution be submitted to the entire membership at the next meeting of the Association?”

  2. If one-third of those members present at the meeting and voting vote in the affirmative, a mail or electronic form to authorize proxy voting pursuant to Section 609 of the Not-for-Profit Corporation Law will be distributed as promptly as circumstances permit on the same resolution as was presented to the meeting. Such form shall contain the name of at least one designated proxy aged 18 or older and shall offer the option to designate another member aged 18 or older as the designating member’s proxy.

  3. Proxy appointments shall become effective when received by the Secretary and shall remain valid for the period of time expressly provided in the proxy form.

  4. The President, the Chair of the Board and two members among those present to be designated by the President shall constitute a special committee to supervise the proxy voting process.

  5. The result of the vote shall be the action of the Association and shall not, within three years after the taking of the vote, be reversed or modified except at a meeting of the Association by a vote of not less than two-thirds of the members present and voting at such meeting.

ARTICLE IV. Directors

  1. The affairs of the Association shall be managed by a Board of Directors, which shall constitute the Association’s governing board.3 The Board shall consist of 16 to 20 elected members and the officers, who shall be ex officio members thereof with all the rights and responsibilities of elected members, including the right to vote.

  2. The elected members of the Board shall be divided into four classes of four or five, each class holding office for four years and until their successors have been elected. Four or five members of the Board shall be elected at the annual meeting, and also such additional number, if any, as may be necessary to fill vacancies, to hold office during the remainder of the terms of the members whose places they fill. No member elected to the Board for a full term shall be eligible for re-election until one year after the expiration of such term of office.

  3. The Board shall meet at least six times per calendar year.4 A meeting may, however, be called at any time by the President or by the Chair of the Board. Eight members, whether elected or ex officio members, shall constitute a quorum. The Board shall elect a Chair in May of each year, prior to the Annual Meeting; the Chair shall not vote on matters before the Board except to make or break a tie vote.

  4. The President or Chair of the Board shall have the power to determine that circumstances exist such that any one or more members of the Board may participate in a meeting of the Board by means of conference telephone or similar communication equipment allowing all persons participating in such a meeting to hear and communicate with each other at the same time. Participation by such means shall be equivalent to participating in person at a meeting. This section shall not apply to appeals from a finding of the Committee on the Judiciary pursuant to Section 5.7.

  5. In addition to such powers as are specifically conferred upon it in these by-laws, the general management of the affairs of the Association shall be subject to the direction of the Board and it may make such regulations as the Board deems advisable, not inconsistent with these by-laws. It shall keep a record of its proceedings, and shall make a report of its activities at the annual meeting of the Association, and at any meeting may report on any matter that in its judgment should be brought to the attention of the Association.

  6. Unless otherwise ordered by the Association, it shall be the duty of the Board to take appropriate action to implement, so far as possible, any resolution adopted by the Association at any meeting.

  7. The Board shall, prior to May 1 in each year to the extent feasible, adopt a budget providing for the probable expenditures by the Association for the ensuing fiscal year.

  8. All appropriations of the funds of the Association must be made or approved by the Board, provided, however, that the Association itself may make or approve an appropriation by a two-thirds vote.

  9. The Board may from time to time by vote of a majority of the entire Board, elect a Committee on Administration,5 which shall consist of three or more members of the Board, and which shall, to the extent permitted by the Not-for-Profit Corporation Law of the State of New York, have such powers as the Board shall determine, including the power to fix the salary and other compensation of principal senior staff. The Committee shall present annually to the Board an operating and a capital budget for the next fiscal year for approval by the Board, and shall perform such other duties as may from time to time be assigned to it by the Board or the President.

  10. The Board may, after notice and an opportunity to be heard, and upon the vote of seventy-five percent of the total number of currently sitting members of the Board remove for cause any officer of the Association or member of the Board pursuant to Section 706 of the Not-for-Profit Corporation Law.

ARTICLE V. Committees

5.1 Committee on Audit and Other Committees of the Board

  1. Committee on Audit. The Board shall elect a Committee on Audit, consisting of five members all of whom shall be members of the Board and shall be independent, as defined in the Not-for-Profit Corporation Law.  The Board shall adopt a charter setting forth the responsibilities of the Committee on Audit required by Section 712-a of the Not-for-Profit Corporation Law.  The Committee on Audit shall meet at least four times each year.
  2. Other Committees. In addition to any committees of the Board which may be described in these by-laws, the Board may create such other committees as the business of the Association may require.
  3. Committee Procedure. Each committee shall have at least three members, all of whom are members of the Board. The members of each committee, if the members of such committee are not named in these by-laws or in a Board resolution creating such committee as the holders of stated positions in the Association, shall be named by the Board. The Board may delegate such authority to such committees as it may deem appropriate; provided, however, that no committee shall have authority the delegation of which is prohibited by Section 712 of the Not-for-Profit Corporation Law.

5.2 General Provisions Applicable to Committees of the Association’s Members

Unless otherwise expressly provided in these by-laws or in the authority creating any committee, the following provisions shall apply to all committees of the Association’s members:

  1. The Board shall have the power to create, eliminate and amend the name and jurisdiction of all standing and special committees of the Association’s members not expressly provided for in these by-laws. All other membership groups, such as ad hoc committees, task forces and special councils, may be created either by the Board or the President, and whichever created the particular group shall have the power to eliminate and amend the name and jurisdiction of said group.
  2. Standing Committees of the Association. Each standing committee of the Association shall consist of such number of members of the Association as shall be determined by the Board,6 which number shall be divided by the President into three classes of substantially equal number, initially to serve one, two and three years, each succeeding class to serve three years. Approximately one-third of the members shall be appointed each year, provided that additional members may be appointed to equalize classes due to loss of members. The President may, with the approval of the Board and prior to the first annual meeting of each committee, increase or decrease the number of members of a committee within the limits set forth herein. In reducing the number of members of a committee, the President may reassign members to different classes but shall not remove from the committee or decrease the term of any member theretofore appointed. 
  3. Special Committees. Each special committee of the Association shall be established by the Board or the President for a term not to exceed three years, after which time the Board shall review the purpose and performance of the committee and determine whether the committee shall continue and for what duration and otherwise exercise the powers granted to the Board in Section 5.2.1 of this Article.
  4. Joint Committees. The Board or the President may from time to time authorize the formation of joint committees, with membership representing this Association and one or more bar associations or other organizations or groups, and define the powers of such joint committees, and may at any time withdraw therefrom.
  5. Appointment. The President shall appoint the Chair and members of all committees of the Association and fill all vacancies. Appointments shall be made as soon after the President’s election as practicable and, in the case of newly created committees, as soon as practicable after the committee is created.
  6. Chairs. Chairs of committees of the Association shall be appointed for one three-year term, and shall serve at the pleasure of the President. Each term shall expire at the end of the committee year. A Chair of a standing committee may not be reappointed after having served as Chair for a full term until one year after the expiration of such term. Chairs of committees may not vote on matters that come before the committee except to make or break a tie vote.
  7. Tenure of Members. Except as otherwise provided herein, members of standing committees shall be appointed for terms of three years, but a member may not be reappointed to the same committee until one year after the expiration of such term provided that a member who has been appointed to complete an unexpired term may be reappointed for a three-year or shorter term.  Members of special committees shall be appointed for a term of one year and may be reappointed. Law Student Members of committees shall be appointed for a terms of one year, and may be reappointed to successive one year terms as a Law Student Member so long as they remain a Law Student Member of the Association.
  8. Law Student Members. Law Student Members shall not be voting members of committees and shall not be counted for the purposes of Section 5.2.2 of this Article.
  9. Affiliate Committee Members.  The President may appoint such number of Affiliate Committee Members as he or she shall see fit.  Such members shall not be term limited, shall not be voting members of committees and shall not be counted for purposes of Section 5.2.2 of this Article.
  10. Unexcused Absence. If a committee member is absent without being excused by the Chair in any one year from three meetings of the committee or of a subcommittee of which such person is a member, the President may deem the member’s place on the committee vacant and appoint a successor.
  11. Removal. The President may remove a committee member or Chair for cause.
  12. Committee Year. The committee year shall run from September 1 through August 31.
  13. Organization. Each committee shall meet and organize within such time as the President may direct, but in any event not later than October 31.
  14. Procedure at Committee Meetings. Each committee may fix its own time and place of meeting and regulate its procedure, consistent with these by-laws, and subject to review by the President or the Board. Each committee shall keep a record of the attendance and proceedings at its meetings. Notwithstanding the foregoing, each committee shall hold at least one meeting per committee year at the House of the Association.
  15. Budget and Financial Statements. The Chair of any committee may at any time make application to the Treasurer for appropriation of funds for the work of such committee. No committee shall have authority to incur any indebtedness or pecuniary obligations for which the Association shall be responsible except to the extent previously authorized by the Executive Director.
  16. Annual Reports. At such times as the President or the Board may direct, each committee shall make an annual report in writing, which may be electronic, summarizing its activities and proceedings since its last previous annual report (except such matters as by law or these by-laws are required to be kept confidential), and making any suggestions it deems appropriate as to its powers, duties or activities. Such report shall be filed with the Executive Director of the Association. Each committee shall also make such interim reports as the President, the Board or the Association may from time to time direct.
  17. Quorum.  Except as otherwise provided in these by-laws, the quorum for committees shall be at least one-third of the committee membership.  For purposes of this Section 5.2.17, the total membership of the committee shall include the Chair and all voting members appointed by the President, and only the Chair and such voting members shall be eligible to constitute a quorum.  
  18. Not Committees Within the Meaning of the N-PCL. Committees created under this Section 5.2 and Sections 5.5, 5.7 and 5.8 are committees of the Association’s membership, not its Board, and are not intended to be, and do not have any of the powers of, committees of a corporation provided for in Section 712 of New York’s Not-for-Profit Corporation Law.

5.3 Powers of Committees of the Membership

Unless otherwise expressly provided in these by-laws or in the authority creating any committee, and subject to the requirements and limitations contained in this Article, each committee may exercise the following general powers with respect to all matters within its jurisdiction:

  1. General Powers. To consider all such matters and to publish reports, conclusions and recommendations with respect thereto and to take such other action on behalf of the Association as the committee may find advisable.7
  2. Existing, Pending and Proposed Legislation, Regulations, Etc. To examine existing laws, proposals for legislation pending before (or being considered for submission to) any state or local legislative body or executive or before the Congress or the President of the United States, existing and proposed rules and regulations of any federal, state or municipal court, commission, department or agency, and trade practices, customs and usages, and their operations; and on behalf of the Association and subject to the provisions of Section 5.4 of these by-laws to publish reports and recommendations with respect thereto and to promote or oppose the same.
  3. Appearance Before Public Bodies. To advise, consult and cooperate with international, federal, state and local legislative bodies, commissions, departments or agencies, and, with the approval of the President or the Board, to authorize the Chair and members of the committee personally to appear before any legislative, administrative or other public body to express the views of the Association.
  4. Staff, Amicus Curiae. With the approval of the President, to employ legal counsel, clerical and other staff assistants and consultants, to appear as amicus curiae in legal proceedings and to submit briefs and take such other steps with respect to such legal proceedings as the President may find appropriate, provided that the President shall promptly advise the Board of any such approval or disapproval. To the extent appropriate, Section 5.4 of these by-laws relating to coordination of committee action shall apply to such briefs.
  5. Conduct of Public Officials. To investigate and report to the Association or the Board on the conduct of any public official, including but not limited to public officials of the United States and of the State or City of New York, and to take such action with respect to such report as the Association, the Board or the President may approve or direct.
  6. Professional Education and Organizations. To assist in arranging, in cooperation with the Executive Director, for continuing legal education programs, lectures, forums and courses of study; and for members to make presentations to, and otherwise cooperate with, other bar associations and professional and lay groups in promoting and effectuating the purposes and objectives of the Association.
  7. Public Service Activities.  To undertake activities of both a legal and non-legal nature that provide a service to the profession or the public.

5.4 Coordination of Committee Action

Notwithstanding any other provisions of these by-laws, all committees of the membership are subject to the following provisions:

  1. Association Direction. Committees shall be subject at all times to such directions as may be given at any meeting of the Association or by the Board or President respecting action taken or proposed to be taken on behalf of the Association.
  2. Action on Association Behalf. No committee shall commit the Association or take action on its behalf in conflict with any action previously taken by the Association or by the Board until the proposed action is considered and approved at a meeting of the Association or by the President. The Board may waive the requirements of the foregoing sentence in the event time does not permit or in the Board’s judgment the nature of the proposed committee action does not warrant submission to the Association, in which case the Board may consider the proposed action itself or refer the matter to the President.
  3. President To Determine Jurisdiction. Any question arising as to whether a subject is within the jurisdiction of a committee shall be submitted to the President and determined in accordance with the procedures provided in Section 5.4.7.
  4. Conflict in Jurisdiction. If any question arises as to which of two or more committees has jurisdiction over the same matter, or if two or more committees have jurisdiction over the same matter or over matters that are so closely related that coordinated action by such committees would be desirable, the committees involved, or their Chairs, may agree to act jointly or may authorize one or more of the committees involved to act on the matter. If the committees or their Chairs are unable to reach agreement, the question shall be submitted to the President and determined in accordance with the procedures provided in Section 5.4.7.
  5. Conflict in Conclusions. If any committee prepares a report or reaches a conclusion in conflict with any report or conclusion of any other committee, whether or not such other report or conclusion has been published or made public, or proposes to take action on behalf of the Association in conflict with the action taken or proposed to be taken on behalf of the Association by any other committee, the committees involved, or their Chairs, shall consult with each other in an effort to resolve such conflict, and if such committees, or their Chairs, are unable to do so, the dispute shall be submitted to the President and determined in accordance with the procedures provided in Section 5.4.7.
  6. Pre-Publication Clearance of Committee Reports. No committee shall publish any report or conclusion or recommendation on behalf of the Association or otherwise commit the Association with respect to any matter until 10 days after such report or a written statement of such conclusion or recommendation has been filed with the President and with such other office of the Association as the President shall direct.8 When necessary, the President or the Chair of the Board may waive the foregoing 10-day requirement with respect to a specific matter. In addition, the President may waive the foregoing 10-day requirement with respect to a class or classes of such matters. The presentation of a report at a meeting of the Association is not a publication within the meaning of this provision.
  7. Resolution of Disputes. The President may decide any question or dispute submitted pursuant to this Section 5.4, or refer such question or dispute for decision to the Association or the Board or for decision or advice to a special committee or to an ad hoc conference group established by the President. Until such question or dispute is resolved, no committee shall publish any report or conclusion or commit the Association with respect to the matters submitted. The decision of the President or other deciding body shall promptly be communicated to the Chairs of the committees concerned. The decision of the President or of any special committee or ad hoc conference group deciding such matter shall be submitted for review to the Board in the event that the Chair of any committee concerned promptly requests such a review upon being advised of the decision, and in such event no committee shall publish any report or conclusion or commit the Association with respect to such matter pending the decision of the Board.
  8. Procedures for Prohibition of Committee Publications. The President or the Board may require any committee to refrain from publishing its report or conclusions or from committing or taking action on behalf of the Association pending further action by the Board, or by the Association in the event the Board requires the matter to be submitted to the Association. Upon its review of such report, conclusions or other proposed committee action, the Board may approve the same, remit the matter for further consideration to an appropriate committee or committees, direct the submission of the matter to the Association, require the committee to refrain from publishing its report or conclusions or acting in the name of the Association, or take such other action as the Board may deem advisable.
  9. Committee Publications-Form. The President shall determine the form, media and frequency of publication and publicity of committee reports or conclusions or shall establish procedures for the determination thereof. Each committee shall comply with such procedures concerning the publication of and publicity to be given to its reports and conclusions, and in publishing or giving publicity to its reports or conclusions shall conform to such procedures with respect thereto.

5.5 Court Committees

In addition to the general powers contained in Section 5.3, each committee listed in Section 5.6 has the following powers with respect to all courts within its jurisdiction:

  1. Observation of Courts. To observe the practical working of such courts and from time to time to make such reports or recommendations as the Committee may deem advisable for the purpose of improving the administration of justice in such courts.
  2. Investigation of Qualifications of Judicial Candidates. Upon request of the Committee on the Judiciary, to investigate the qualifications of candidates for judicial office or for any other office connected with the administration of justice in such courts and to make reports and recommendations thereon to the Committee on the Judiciary.
  3. Investigation of Conduct of Judiciary. To investigate the conduct of any judicial officer, or other officer or person holding a position connected with or related to the administration of justice in any of such courts, in violation of a proper standard of judicial or professional ethics or conduct or tending to afford ground for the impeachment or removal or other discipline of such judicial officer or other officer or person. The Committee may itself initiate any such investigation or may undertake the same upon complaint made to it. The Committee shall conduct the investigation and may hold hearings and examine witnesses under general rules which it may adopt with the approval of the Board. If as a result of the investigation and hearing a majority of the members of the Committee, all of which majority shall have heard the case, decide to recommend that action be taken adverse to the respondent, the matter shall be reported to the Board for such action as the Board shall deem advisable.

5.6 Jurisdiction of Court Committees

There shall be the following standing committees having jurisdiction as defined by the title of the committee or as otherwise specified herein. Each such committee shall have a chair and such number of members as shall be determined by the Board, pursuant to Section 5.2.2.

  1. A Committee on the Civil Court of the City of New York. The Committee shall have jurisdiction with respect to the Civil Court of the City of New York, the County and District Courts of the State of New York, and all other courts of limited jurisdiction in the State of New York that are not within the jurisdiction of another court committee.
  2. A Committee on the Criminal Courts. The Committee shall have jurisdiction with respect to the Criminal Courts of the City of New York and all other courts, or parts of other courts, in the State of New York having criminal jurisdiction.
  3. A Committee on the Family Court and Family Law. The Committee shall have jurisdiction with respect to the Family Court of the State of New York, and such other courts, or parts of other courts, in the City or State of New York as are or may hereafter be created for the purpose of dealing primarily with family matters. The Committee shall also have jurisdiction to consider matters relating to family law, including divorce, separation, annulment, actions for dissolution of marriage, neglect, family conciliation, support, custody, adoption, foster care, termination of parental rights, paternity and family offenses. The Committee’s jurisdiction shall not extend to issues concerning juvenile delinquency and persons-in-need-of-supervision.
  4. A Committee on the Federal Courts. The Committee shall have jurisdiction with respect to all federal courts, including the United States Supreme Court, the Courts of Appeals for the Circuits, the District Courts, the Court of Claims, the Court of Customs and Patent Appeals, the Court of International Trade, and Tax Court.
  5. A Committee on State Courts of Superior Jurisdiction. The Committee shall have jurisdiction with respect to the Court of Appeals of the State of New York, the Court of Claims of the State of New York, the Supreme Court of the State of New York and the Appellate Terms and Divisions of the Supreme Court. Whenever in the judgment of the Chair of the Committee there is need for additional members of the Committee with respect to evaluating judicial candidates, the Chair may appoint, subject to the approval of the President, not more than ten “interim members” for such period of service as the Chair shall designate, but not to exceed six months. Interim members shall be selected by the Chair from among those persons who shall have served at least one full term as members of the Committee.
  6. A Committee on Trusts, Estates and Surrogate’s Courts. The Committee shall have jurisdiction with respect to the Surrogate’s Courts in the State of New York, all matters within the jurisdiction of such courts, trusts, estates of decedents, infants and incompetents, and the taxation of or an imposition of duties on estates, trusts, inheritances and gifts under federal or state law.
  7. A Committee on the Housing Court. The Committee shall have jurisdiction with respect to the Housing Part of the Civil Court of the City of New York.

5.7 Committee on the Judiciary

  1. There shall be a standing Committee on the Judiciary, which shall have a chair, up to two vice chairs to be appointed by the President, and up to 48 appointed members. In addition to the appointed members, persons who are serving as Chairs of the committees listed in Section 5.6, persons who are serving as Chairs of the Committee on Bankruptcy and Corporate Reorganization and the Committee on International Law shall be ex officio members of the Committee with all the rights and responsibilities of appointed members, including the right to vote. Notwithstanding any other provision of these by-laws the committee year for the Committee on the Judiciary shall run from March 15 through March 14. If a Committee Chair serving as ex officio on the Committee on the Judiciary shall hold a judicial office or any other office connected with the administration of justice as set forth in Section 5.7.2 the President shall appoint another member of that Chair’s committee to serve in the place of said Chair on the Committee on the Judiciary.

    Whenever in the judgment of the Chair of the Committee there is need for additional members of the Committee, the Chair may appoint, subject to the approval of the President, not more than 15 “interim members” for such period of service as the Chair shall designate, but not to exceed six months. Interim members shall have all the rights and responsibilities of appointed members, including the right to vote, during the designated period of their service and shall be selected by the Chair from among those persons who shall have served at least one full term as members of the Committee on the Judiciary.
  2. The Committee shall endeavor to secure the nomination, election certification, or appointment of qualified candidates, to prevent the nomination, election, certification, or appointment of unqualified candidates, and to prevent political considerations from outweighing fitness in the selection of candidates for judicial office or for any other office connected with the administration of justice in the Court of Claims of the State of New York, state courts in the City of New York, the United States Court of Appeals for the Second Circuit, the United States District Courts for the Southern and Eastern Districts of New York, (including the Bankruptcy Court within said Districts), and the Court of International Trade, or for the Office of District Attorney of any county within the City of New York or of United States Attorney in the Southern and Eastern Districts of New York. The Committee shall consider the fitness of candidates proposed for nomination, appointment, or certification, or nominated for election to any such office, and may confer with any person or group with respect to any such candidate. The Committee may prepare a list or lists of persons qualified to hold any such office and may confer with any person or group with respect thereto.
  3. Any candidate for election, appointment or certification who has appeared before the Committee on the Judiciary shall be notified promptly of the conclusion of the Committee with respect to the candidate’s fitness. If the Committee finds the candidate “Not Approved” by a vote of those members present and voting, with at least four such members or twenty-five percent thereof dissenting, whichever is less, the candidate may appeal to the Board from the finding of the Committee on the Judiciary within such time as may be specified by the Board pursuant to rules adopted by the Board for perfecting such appeals. For the purposes of hearing and deciding such appeals, the Board shall consist of all current elected and ex officio members of the Board and all elected and ex officio members of the Board whose terms expired at the last preceding annual meeting. In the event of an appeal, the Board shall apprise the candidate’s representative or the candidate, upon the request of either, of the nature of the information on which the conclusion of the Committee on the Judiciary was based, but the source of confidential communications received by the Committee on the Judiciary shall not be disclosed. Subject to any resolution or regulations adopted by the Board, the Board or a committee thereof designated to hear a particular appeal shall determine the scope of review and procedure on appeal.
  4. All proceedings of the Committee on the Judiciary, the Board or any subcommittee of either relating to the fitness of any such candidate shall remain confidential.
  5. Notwithstanding any other provision of these by-laws, the Board may authorize the Committee on the Judiciary to establish joint panels or subcommittees with county bar associations within the City of New York for the purpose of interviewing and conducting other inquiries with respect to candidates for nomination, election, certification or appointment to judicial office in the respective county of each such bar association, pursuant to agreements between this Association and such other bar associations. The Board may also authorize the Chair of the Committee on the Judiciary from time to time to appoint to the Committee additional members designated by county bar associations within the City of New York, when the Committee is considering candidates for appointment, election or certification to judicial office in the respective county of each such association and such additional members shall have the right to vote as members of the Committee on the Judiciary during the consideration of the qualifications of such candidates.9

 

5.8 Intramural Committees

There shall be the intramural committees listed below. The members thereof shall be appointed annually, and all vacancies filled, by the President. Unless the Board otherwise directs, the provisions of Sections 5.2.10 through 5.2.16 shall apply to such committees.

  1. A Committee on Honors of not more than nine members and a Chair. The Committee shall have authority to consider and recommend to the Board proposed recipients for Honorary Membership, the Association Medal and other special awards that are approved from time to time by the Board.
  2. A Committee on Investment of Funds of a Chair and such number of members as the President deems advisable. The Committee shall perform such duties as shall be set forth in the Association’s investment policy, as required by Section 552(f) of the Not-for-Profit Corporation Law and shall review and recommend changes as appropriate to such policy. The Committee shall examine from time to time the investments owned by the Association or in which the Association has an interest and make recommendations to the Treasurer concerning the sale or retention of such investments and the investment of the Association’s funds, and may retain investment counsel. The Treasurer may execute the Committee’s recommendations without further authorization or may refer such recommendations to the Board for directions.
  3. A Committee on Benefit Plans for Association Employees of a Chair and such number of members as the President deems advisable. The Committee shall have the duty to advise the President, Board, the Committee on Administration and the Plan Administrator of any benefit plans maintained by the Association in connection with all legal matters relating to such plans, and shall perform such other advisory functions in connection with benefit plans as may from time to time be assigned to it by the Board or the President.

5.9 Nominating Committee; Election Procedures

  1. On or around the tenth day of February of each year, (a) the Board shall nominate at least 10 candidates from the membership for election to five positions on a Nominating Committee and shall post a list of such candidates in a conspicuous place in the House of the Association as well as by electronic means and (b) the Nominating Committee shall nominate a single candidate from the membership for each office and each membership on the Board to be filled at the ensuing annual meeting and shall post a list of such candidates in the same manner. As soon as practicable following the posting of such nominations, the Secretary of the Association shall mail a notice to the membership, referring in the notice to this Section 5.9 and listing the names so posted. For purposes of this Section 5.9, “mail” refers to U.S. mail, electronic mail or other form of electronic communication. Other nominations from the membership may be made by the posting in the same place, by not later than the forty-fifth day following the date of the mailing of said notice, such a day to be specified in the notice, of a petition for each candidate so proposed, designating the office or committee membership for which such candidate is proposed and signed by not fewer than 50 members. No member may sign more than five petitions for membership on the Nominating Committee, one petition for President, three petitions for Vice President, one petition for Secretary, one petition for Treasurer, and such number of petitions for membership on the Board as there are vacancies to be filled for any election. As soon as practicable after the posting of a petition nominating a candidate for office or committee membership, the Secretary of the Association shall notify any member who has been so nominated by petition of the posting of such petition. No member shall be nominated unless their consent in writing, which may be electronic, to such nomination has been obtained.
  2. The Secretary, at least 20 days prior to the date of the annual meeting, shall provide a mail or electronic form to authorize proxy voting pursuant to Section 609 of the Not-for-Profit Corporation Law to every member of the Association. Any member of the Association entitled to vote at any annual or special meeting of the Association may designate any other person aged eighteen or older as the designating member’s proxy with full or limited power to vote at such meeting on behalf of the designating member.  Such designation shall be made in writing, dated and signed by the designating member, and may be transmitted by electronic means.  For purposes of determining the presence of a quorum, the members of the Association present at a meeting shall include members present in person or by proxy. Each member may designate a proxy to vote for up to five candidates for membership on the Nominating Committee, one candidate for President, three candidates for Vice President, one candidate for Secretary, one candidate for Treasurer and such number of candidates for membership on the Board as there are vacancies to be filled.
  3. If any candidate nominated by the Board or the Nominating Committee for any vacancy shall become unavailable before the annual meeting, the Board or the Nominating Committee, as the case may be, shall withdraw such nomination and shall nominate a new candidate for the vacancy. The Secretary shall mail to the membership a notice of any such new candidate. In the event any such new nomination for any vacancy is made by the Board or the Nominating Committee after March 15, additional nominations for that vacancy may be made by petition signed by not fewer than 50 members and filed not more than 20 days after the Secretary shall have mailed the notice to the membership of the new candidate. If any new candidate is required to be nominated pursuant to this Section, the Board in its discretion may adjourn the annual meeting. A proxy form, in the form described in Section 5.9.2, containing the names of all the candidates, including any new nominees, and superseding all prior proxy forms, if any, shall be emailed or mailed to the membership 20 days prior to the date of the annual meeting or any adjournment thereof.
  4. Only nominations made as provided in this Section shall be voted upon at the annual meeting or any adjournment thereof.
  5. As soon as practicable following the annual meeting, the Board shall designate two additional persons to serve as members of the Nominating Committee together with the members thereof elected at the annual meeting, and the President shall designate one of the members of the Nominating Committee to serve as its Chair.
  6. The members of the Nominating Committee shall enter upon their duties immediately upon their election or designation, as the case may be, and shall hold office until their respective successors are elected or are designated.  A vacancy in the membership of the Nominating Committee shall be filled until the next annual meeting (a) by the Nominating Committee, if such vacancy relates to one of the five members of such Committee elected by the membership, or (b) by the Board, if such vacancy relates to one of the two members of such Committee designated by the Board.
  7. The officers and members of the Board shall enter upon their duties immediately upon their election, provided that they have submitted a complete conflicts questionnaire as required by the Association’s conflicts of interest policy, and shall hold office until their successors are elected or are appointed. A vacancy in any office other than the office of President or in the membership of the Board shall be filled by appointment of the Board until the next annual election. In the case of a vacancy occurring in the office of President, the Board shall designate one of the Vice Presidents to perform the duties of the President pending the election of a President at the next annual meeting of the Association.

ARTICLE VI. Officers

6.1 General

The officers of the Association shall be a President, three Vice Presidents, a Secretary and a Treasurer, and they shall be elected at the annual meeting of the Association.

6.2 President

The President, subject to the direction of the Board, shall exercise the powers and perform the duties assigned in these by-laws and, subject to these by-laws, shall generally supervise the management of the affairs of the Association. At the annual meeting the President shall make a statement relative to the condition, activities and progress of the Association.

6.3 Vice Presidents

  1. The Vice Presidents shall perform such duties as may be assigned to them by the President or by the Board.
  2. The Board shall designate one of the Vice Presidents to discharge the duties of the President whenever in its discretion the Board decides that the disability or absence of the President makes such designation advisable.

6.4 Secretary

  1. The Secretary shall keep a record of the proceedings of all meetings of the Association, and of all other matters of which a record shall be ordered by the Association.
  2. The Secretary shall oversee the mailing of notices of all meetings of the Association and copies of committee reports to be considered at meetings, and, in the case of special meetings, shall add a brief note of the object of the meeting.
  3. The Secretary shall perform such other duties as may from time to time be assigned by the President or the Board or as are set forth in these by-laws.

6.5 Treasurer

  1. The Treasurer shall be responsible for keeping a complete roll of the members of the Association. Under the direction of the Board, the Treasurer shall oversee the collection and disbursement of all funds of the Association, including membership dues, and keep regular accounts in books belonging to the Association, which shall be open to the inspection of any member of the Board.
  2. At the annual meeting of the Association, and at each regular meeting of the Board, the Treasurer shall submit a report as to the financial condition of the Association. The report presented at the annual meeting shall satisfy Section 519 of the Not-for-Profit Corporation Law. At special meetings of the Association the Treasurer shall make such reports as he or she may deem appropriate or as the President or the Board may direct.
  3. At the annual meeting or as soon thereafter as feasible, the Treasurer shall make available to the membership the financial statements of the Association for at least the most recently completed fiscal year.
  4. The Treasurer shall perform such other duties as may from time to time be assigned by the President or the Board or as are set forth elsewhere in these by-laws.

ARTICLE VII. Misconduct in the House of the Association

  1. No person who enters the House of the Association shall unreasonably interfere with other persons’ use of the Association, or engage in behavior which is disruptive of the activities of the Association.
  2. The President or Executive Director, or any officer or employee designated by either of said officials, shall have the authority to utilize any lawful means to cause the removal from the House of the Association of any person who violates the provisions of Section 1 of this Article.
  3. Any member of the Association who violates the provisions of Section 1 of this Article, or who engages in misconduct in the member’s relations to the Association (not involving any matter referred to in Sections 3.2 or 3.3) may be suspended, expelled, or otherwise disciplined by the affirmative vote of a majority of the entire Board. Prior to such vote said member shall receive written notice that such action may be taken and the opportunity to make a written submission. Any member who is suspended or expelled in accordance with this Article shall be eligible for a refund in dues to be pro-rated according to the number of days in the dues period during which the member shall have lost the privileges of membership through expulsion or suspension.

ARTICLE VIII. Privileges to Others Than Members

  1. The President of the United States, the Attorney General of the United States, the Governor and the Attorney General of the State of New York, the Mayor of the City of New York, the judges or justices of all courts in the State of New York and of all Federal courts, and the consuls of foreign states resident in the City of New York shall have free access to or reasonable use of the Library of the Association.
  2. The Board or the Executive Director may extend any privileges of the Association, including but not limited to access to or use of the House of the Association, upon such terms and conditions as it may deem advisable to any person or class of persons, including members of other law-related institutions or associations.
  3. A member may personally introduce a guest to the Library by personal letter or email addressed to the Senior Director of the Library.
  4. The Executive Director or the Senior Director of the Library may permit non-members, including employees of members, who wish to use the Library for some special purpose as set forth in a written application to the Senior Director of the Library to use the Library for such limited period as they may in each case prescribe.

ARTICLE IX.   Indemnification of Directors, Officers, Committee Members and Employees

  1. Indemnification. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were an officer, committee member or employee of the Association at the time of such party’s conduct in question, against expenses, including reasonable attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such action, suit or proceeding provided, however, that no indemnification may be made if a judgment or other final adjudication adverse to the individual to be indemnified establishes that their acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that they personally gained in fact a financial profit or other advantage to which they were not legally entitled.
  2. Advance Payment. Expenses, including attorneys’ fees reasonably incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding, may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer, committee member or employee of the Association to repay such amount if it is ultimately determined that they are not entitled to be indemnified by the Association as authorized by this Article.
  3. Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was an officer, committee member or employee of the Association against any liability asserted against the person and incurred by such person or on such person’s behalf in any capacity as an officer, committee member or employee of the Association whether or not the Association would have to indemnify against such liability under the provisions of this by-law.
  4. Nonexclusivity. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of members or disinterested directors or otherwise provided that, as to directors and officers, such rights meet the requirements of Not-for-Profit Corporation Law Section 721, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X. Amendment of By-Laws

These by-laws may be amended at any meeting of the Association. The affirmative vote of two-thirds of the members present and voting at such meeting shall be required for the adoption of any amendment. No proposed amendment shall be submitted to a vote unless notice of the proposed amendment shall have been included by the Secretary in the notice or call of the meeting, together with the text of the proposed amendment. Unless the Board otherwise directs, no notice of a proposed amendment shall be so included in the notice or call of a meeting unless notice in writing or electronic mail of the proposed amendment shall have been given to the Board 10 days prior thereto.
As Amended May 19, 2020.

  1. Footnotes to the By-Laws

1 “Resolved that it is the sense of the Executive Committee that Section 3.1 of these by-laws, formerly Article III of the Constitution, requires the unanimous vote of all members of the Executive Committee present at any meeting of that committee to elect any person to be an honorary member of the Association.” (Executive Committee, as amended March 4, 2020.)

2 “Resolved that honorary membership shall not be presented in absentia...” (Executive Committee, December 8, 1971.)

3 Prior to May 19, 2020 the Association’s governing board was referred to as the Executive Committee.

4 “Resolved, that the Executive Committee intends to continue to meet once per month between September and June, but desires the flexibility permitted by lowering the number of meetings required under these by-laws.” (Executive Committee, March 4, 2020.)

5"Resolved, that the Executive Committee establish a standing Committee on Administration, which shall be a committee of the Executive Committee pursuant to Section 712 of the New York Not-For-Profit Corporation Law. The Committee shall be authorized to act on behalf of the Executive Committee with regard to resolutions proposed by the Treasurer of the Association as to matters which are in the ordinary course of Association business, including receipt and approval of the Treasurer's monthly reports, action striking members from the rolls, investments, and like matters; and

Further Resolved, that the Committee on Administration, working in conjunction with the Treasurer, shall serve as the Association's finance committee, monitor the preparation of the Association's annual proposed budget and thereafter monitor the financial performance of the Association under the budget as adopted, and shall assist the Treasurer in reporting any matters of significance to the Executive Committee; and

Further Resolved, that the Committee on Administration act upon such other business matters of a routine character as might be referred to it from time to time by the President, the Treasurer, the Chair of the Executive Committee, or by the Executive Committee itself. Notwithstanding the scope of authority described above, the President, the Chair of the Executive Committee or the Executive Committee itself may recall from the Committee on Administration for consideration by the entire Executive Committee any item as to which the best interests of the Association appears to require such action; and

Further Resolved, that the Committee on Administration shall keep minutes of its meetings which will be distributed promptly to the Executive Committee; and

Further Resolved, that the Committee on Administration shall meet at least four times per year." (Executive Committee, September 13, 1978, as amended October 5, 1988,  May 8, 1991, February 5, 2015, and March 4, 2020.)

6 "Resolved, that pursuant to Section 5.2.2 the size of all standing committees is fixed at thirty-nine (39) members, except that the President is authorized to establish a lower number of members of any standing committee, not smaller than the present number of members of any such committee, prior to the first annual meeting of a committee, when in the discretion of the President, after consultation with the Chair of the committee, the President determines that a smaller number is appropriate for the ensuing year." (Executive Committee, May 5, 1982. As amended May 28, 1996, June 15, 2011 and March 4, 2020.)

7 "Resolved, that pursuant to the policy expressed in Section 5.4 no member of the Association may cause or permit himself or herself to be identified as a member of any committee thereof in connection with the publication of any article or statement by such member, unless such article, statement or identification is being published with the authority of the Association or of the committee with which the writer is so identified without the prior approval of the President or the President's designee." (Executive Committee, January 8, 1975, as amended February 5, 2015 and March 4, 2020.)

8 "Resolved, that the Executive Director of the Association is designated to receive additional copies of reports or written statements to be filed pursuant to Section 5.4.6." (Executive Committee, April 8, 1981, as amended March 4, 2020.)

9 "Resolved, that the Committee on the Judiciary is authorized to participate in joint panels with the county bar associations within the City of New York for the purpose of interviewing and conducting other inquiries with respect to candidates for election or appointment as judges pursuant to agreements between this Association and such other bar associations; and

Further Resolved, that the Chair of the Committee on the Judiciary is authorized to appoint as additional members of the Committee when acting with respect to candidates for appointment to judicial office not more than three additional members designated by the county bar association in the respective county of such candidate." (Executive Committee, April 8, 1981, as amended February 5, 2015 and March 4, 2020.)