ARTICLE II - PURPOSE
The Association is established to maintain the honor and dignity of the profession of law, to facilitate and promote the administration of justice, to encourage continuing legal education, to assist in the delivery of legal services to the public, and to cultivate social and professional interrelationships among its members.

ARTICLE III - MEMBERSHIP
Section 1: Active. Upon proper application, any person currently registered and listed on the master roll of attorneys entitled to practice law in the State of Illinois may become an active member of the Association upon payment of the dues, as hereinafter set forth.

Section 2: Life. A member of the Association in good standing, upon attaining the fortieth anniversary of being licensed to practice law, shall be entitled to life membership in the Association. The member shall be honored at a meeting of the Association and, if the life member has been an active member of this Association for at least seven (7) years, immediately preceding the fortieth (40) anniversary, the payment of all future membership dues shall be waived.

Section 3: Student. Upon proper application, any person currently attending an accredited law school may become a nonvoting member of the Association upon payment of the dues, as hereinafter set forth.

Section 4: Honorary. Distinguished persons who may by reason of their standing in the profession or their contribution to the profession or to public service is deemed to be worthy of the honor, may be elected to honorary membership in the Association by a three-fourths (3/4) vote of the entire Board of Managers. All honorary members shall be nonvoting members and shall be exempted from dues.

Section 5: Special. Persons who are directly related to the administration of law and whose membership would be beneficial in achieving the purpose of this Association, may, upon proper application, be elected to a special nonvoting membership in the Association by three-fourths (3/4) vote of the Board of Managers. Such membership shall become effective, upon the payment of the dues, as hereinafter set forth.

Section 6: Paralegal Affiliate Membership. Any paralegal, as defined in 5 ILCS 70/1.35, sponsored by an active member of the Association, may be a non-voting member of the KCBA.

Section 7: Membership List. A current list of members of the Association in good standing shall be kept by the Executive Director at the Association office.

All members in good standing shall be entitled to all rights and privileges of membership, except that students, honorary, special and paralegal affiliate members shall have a voice but not a vote at meetings and shall not be entitled to hold office.

ARTICLE IV - DUES
Section 1. Annual dues for all classes of membership of the Association shall be in such amount and payable in such manner as may be determined by the Board of Managers.

Section 2. The statement for dues will be sent to each member. In the event any member shall be delinquent in the payment of their dues, forty-five (45) days after the due date, the Board of Managers, upon notice from the Secretary-Treasurer, shall without further notice strike the name of the delinquent member from the roll of the Association.
A member dropped for nonpayment of dues may be reinstated upon payment of all his delinquent dues.

ARTICLE V - OFFICERS AND DIRECTORS
The Officers of this Association shall consist of a President, First Vice President, Second Vice President, Immediate Past President, and a Secretary-Treasurer

Section 1: Term of Office and Succession: The term of office for each officer shall be one (1) year beginning on the first day of July in the year an election is held. The Secretary-Treasurer shall be elected annually by the voting members as hereinafter provided. The First Vice President, at the conclusion of his/her term, shall automatically succeed to the office of the President. The Second Vice President, at the conclusion of his/her term, shall automatically succeed to the office of First Vice President. The Secretary-Treasurer, at the conclusion of his/her term, shall automatically succeed to the office of Second Vice President.

In the event of a vacancy in the office of Secretary-Treasurer before May 1, that office shall be filled by a special election, in accordance with the meeting provisions of these Bylaws. In the event of a vacancy in the office of Secretary-Treasurer after May 1, that office shall remain vacant until the next general election. In the event of a vacancy in the office of Immediate Past President, the position shall be filled by the Board of Directors by selecting one of the four most immediate Past Presidents.

Section 2: President. The President shall preside at all Board and Membership meetings and shall act as Chairman of the Board of Managers, and shall be the Executive Officer of the Association and shall have such other powers and duties as provided or as set forth.

Section 3: Vice Presidents. Subject to the direction of the President and the Board of Managers, the Vice Presidents shall have general supervision of the various committees.

Section 4: Secretary-Treasurer. The Secretary-Treasurer shall maintain a written record of the proceedings of the Board of Managers and of all other matters of which a record shall be deemed advisable by the Association, which records shall be kept at the Association office. The Secretary-Treasurer shall also work in conjunction with the Executive Director and shall keep a complete record of all funds received and disbursed, and ensure the preparation and filing of all tax returns required by law. At least quarterly, said Secretary-Treasurer shall submit a written report of the financial condition of the Association to the Board of Managers.

Section 5: Directors. The Directors of this Association shall consist of four (4) members.
Section (A). Term of Office. Beginning on the first day of July, the term of office for the four (4) Directors shall be three (3) years. Said terms shall be so arranged so that not more than two shall expire each year.

ARTICLE VI - BOARD OF MANAGERS
The Board of Managers shall consist of the Officers and the Directors.

Section 1. The Board of Managers shall be the governing board of the Association and shall establish the policies of the Association.

Section 2. All actions taken by the Board of Managers under these Bylaws shall be by a majority vote of those members present at a Board meeting where a quorum exists unless otherwise provided herein.

Section 3. The Board of Managers shall meet monthly on the last Tuesday of each month, except for the months of December and May unless the President determines otherwise.

Section 4. Special meetings of the Board of Managers may be held as the President directs, or upon written request, delivered to the Executive Director, of a majority of all of the members of the Board of Managers.

ARTICLE VII - EXECUTIVE DIRECTOR
An Executive Director shall be appointed by the Board of Managers and shall perform such duties as determined by them.

The Executive Director shall be the Registered Agent of the Association.

ARTICLE VIII - GENERAL COUNSEL
A General Counsel shall be appointed by the President, subject to the approval of the Board of Managers, and shall serve at the pleasure of the President. The General Counsel shall provide legal advice and shall represent the Association in such matters as shall be assigned.

ARTICLE IX - VACANCIES
Except as otherwise herein provided, all vacancies in any office of the Association shall be filled by a majority vote in a duly constituted meeting of the Board of Managers.

ARTICLE X - REMOVAL FROM OFFICE
Any officer or director shall be removed as follows:

(1) Upon the effective date of the surrender or revocation of his or her license to practice law in the State of Illinois; or
(2) Upon a two-thirds (2/3) majority vote of all of the members of the Board of Managers.

ARTICLE XI - ELECTIONS
Section 1: Annual Election. Before April 1 of each year, the Board of Managers of the Association shall appoint a committee of five members of the Association to nominate a Secretary-Treasurer and Directors as required by the By-laws. Said Nominating Committee shall consist of the two (2) most recent Past Presidents and three (3) members of the Association at large. The Nominating Committee may select one (1) or more members of the Association to be nominated for the office of Secretary-Treasurer and position of Director(s). The Nominating Committee shall file its report with Secretary-Treasurer and Executive Director of the Association not later than April 20. Notification of such nominations and the date of the Annual Meeting shall be made as otherwise provided in the By-laws.

To the extent Director's Petitions for Candidacy are properly filed with the President or Executive Director by March 1, then the Nominating Committee shall make no nomination, which office shall be filled as herein provided.

Section 2: Election Procedures. If there is then only one candidate for a single Director's position, by Petition or nomination, election of the candidate (along with the Nominating Committee's candidate for Secretary-Treasurer) shall occur at the Annual Meeting.

In the event of multiple candidates for a Director position, then at the next regular meeting of the Board of Managers following March 1st, the Board shall schedule an election to be conducted in accordance with rules and procedures established by the Board.  Said election shall occur prior to the Annual Meeting.

Section 3: Petition Form. The Director Candidacy Petition form shall be substantially as follows:

NOMINATING PETITION

"I, ________________________, file my Nominating Petition for the Office of Director, and affirmatively state I am a member of the Kane County Bar Association in good standing and eligible to hold said office.

Signature _____________________________
Candidate

In support of this Petition, the undersigned members in good standing of the Kane County Bar Association nominate the above-cited candidate for the office of Director of the Association. (signatures of 20 members required):

Signatures      Name and Address

Section 4: Contested Elections. The Nominating Committee shall act as the Election Committee to conduct the Special Meeting. The most immediate Past President shall act as Chairperson. The format of the election shall be either by a "show of hands" method or by written ballot as determined by the Election Committee. No nominations shall be made from the floor.

Section 5: Voting and Nominating Privileges. No member in default in payment of dues or other charges owed to the Association shall nominate, stand as a candidate for office or vote upon any matter submitted to the Association.

Section 6: Special.  In the event of a vacancy in the office of Secretary-Treasurer or Director occurring prior to May 1, a special election may be held.  The majority of the Board of Managers shall nominate a person to take the vacant office until the next annual election.

The Board of Managers shall then call a special meeting pursuant to ARTICLE X Section 2, for the purpose of holding a special election to vote for the nominee. 

ARTICLE XII - ASSOCIATION MEETINGS
Section 1: Annual Meeting. There shall be an annual meeting of the Association on a date during the last two (2) weeks of May of each year, the time and place thereof to be designated by the Board of Managers.
Members who desire to submit matters for the consideration of the annual meeting shall put the same in the form of a resolution signed by the proposer and his or her second and deliver same to the Secretary-Treasurer or the Executive Director. Such matters must be delivered at least thirty (30) days before the date of the annual meeting. Notice of the proposed resolution shall be given to the members of the Association at least three (3) days before the meeting date.
No matter shall be submitted for action at an annual meeting without the consent of three-fourths (3/4) of the members of the Association present.

     (1) Except for action on the resolutions by the Board of Managers and the reports of officers and committees, and the recommendations therein contained.
     (2) Except for the resolutions of members submitted as aforesaid.

Section 2: Special Meetings. Special Meetings may be held at such time as the President or a majority of the Board of Managers may direct, or upon the filing of a petition with the Secretary-Treasurer or Executive Director signed by not less than five (5) voting members requesting a Special Meeting for a particular purpose. In the event that the purpose of said meeting is to amend the Bylaws, the notice shall be accompanied with a written draft of the proposed amendment to the Bylaws.

Section 3: Notice. Notice stating the time and place of the annual meeting shall be given in the newsletter of the prior month, or by mail to the membership not less than three (3) days in advance of said meeting. Notice of any special meeting shall be given by mail not less than five (5) days in advance of said meeting. Notice shall be deemed given upon date of mailing.

Section 4: Quorum. Twenty (20) voting members shall constitute a quorum for the transaction of business at any meeting.

Section 5: Conduct of Meeting. Unless otherwise specified by the Board of Managers, the current volume of Robert's Rules of Order shall govern the conduct of all meetings.

ARTICLE XIV - POLITICAL ACTIVITY
Except for the evaluation of candidates for nomination, election, retention or appointment for Judicial positions, the Association shall not take partisan political action or endorse any person for any elective position.

ARTICLE XV - COMMITTEES OF THE ASSOCIATION

Section 1. The Association shall have the following standing committees: (1) Admissions & Membership; (2) Continuing Legal Education; (3) Delivery of Legal Services; (4) Finance; (5) Public Relations; (6) Social.

Section 2: Committees Defined.

(1) The committee on Admissions and Membership shall consist of at least three (3) members. This committee shall seek to obtain as members all persons qualified and deemed suitable for membership as members of the Association.

(2) The committee on Continuing Legal Education shall plan and conduct programs to educate the members of this Association of the developments, trends and matters of interest at such times as the committee shall deem appropriate.

(3) The committee on Delivery of Legal Services shall periodically review and evaluate existing programs for the delivery of legal services to the citizens of Kane County, including programs for the elderly and poor, and supervise the operation of the Association's Lawyer Referral Service.

(a.) The committee shall investigate alternative programs for the delivery of legal services and present its recommendations, if any, to the Board of Managers.
(b.) The committee shall also supervise the operation of the Kane County Bar Lawyer Referral Service.
i. The chairperson of the committee on Delivery of Legal Services shall be the First Vice President of the Association.
ii. The Vice Chairperson shall be the Second Vice President of the Association.
iii. Five (5) members from the general membership shall be appointed by the President of the Association to serve for a one-year term.
iv. Any vacancy on the Delivery of Legal Services Committee shall be filed by the chairperson of the committee for the unexpired term.
v. All meetings shall be called by the chairperson, but in no event shall there be less than four (4) meetings per year where there is a quorum present.

(4) The committee on Finance shall consist of the President, First Vice President, Second Vice President, Secretary/Treasurer and the Immediate Past President of the Board of Managers and such additional members from the Board of Managers or general membership at large that the President may appoint to serve, but such committee shall not exceed a total of seven (7) members. The chairperson of the Finance Committee shall be selected by the President. The committee members shall serve for a term of three (3) years, and said terms shall be arranged in such a way so that not more than two (2) vacancies on the committee shall expire each year. The purpose of the Finance Committee is as follows:

(a.) To propose the annual budget for approval of the Board of Managers each fiscal year, and conduct periodic reviews of the budget, income and expenses.
(b.) To establish the office accounting methods, practices and procedures and the preparation of necessary reports, tax returns and conduct periodic review thereof and establish audit procedure and requirements.
(c.) To establish fiscal policy for the management of programs, investments, savings, fund raising projects, long range planning, and other financial goals.
(d.) To establish the financial plan for the purchase or replacement, maintenance and repair of office equipment and office space, including the purchase and sale of any real estate or other rental property.
(e.) To establish and review insurance requirements for the property and events.
(f.) To review and maintain corporate records, minute book, resolutions.
(g.) To advise and assist the Board of Managers in making financial decisions on any matters requested by the Board of Managers.

(5) The committee on Public Relations shall initiate and carry on a program designed to educate and inform the public as to the law, the lawyer, and the administration of justice. It shall be in charge of the press relations of the Association and shall bring to the attention of the public the activities of the Association and its committee of interest. It shall also conduct a Speakers' Bureau. The committee shall also plan and conduct appropriate Law Day programs.

(6) The Social Committee shall consist of at least three (3) members to plan, conduct, and furnish all forms of entertainment and/or social functions deemed by said committee to be proper and fitting for the Association.

Section 3. Each of the committee chairpersons, except the Delivery of Legal Services Committee, shall be appointed annually by the President of the Association. Such chairperson shall continue in office until the new President appoints a new chairperson. A member of the Board of Managers shall be appointed by the President as liaison to each committee, except for the Delivery of Legal Services Committee.

Section 4. The President may from time to time establish such ad hoc committees as said President deems necessary.

Section 5. Each committee shall submit a statement of their proposed activities at the commencement of each fiscal year and a monthly report to the Board of Managers.

ARTICLE XVII - INTERPRETATION
The Board of Managers shall decide all questions concerning the construction, interpretation and application of these Bylaws.

ARTICLE XVIII - AMENDMENTS OF BYLAWS
Section 1. These Bylaws may be amended, or repealed and new bylaws adopted, at any meeting of the Association by a vote of two-thirds (2/3) of the members present and qualified to vote, provided that written notice in accordance with Article XII be given of the time and place of the meeting, and of the fact that one of the objects of the meeting is the adoption of the proposed amendment to the bylaws of the Association. Unless otherwise provided in the adopting resolution, any amendment to these Bylaws shall be effective immediately upon adoption.

Section 2. Any amendment to these Bylaws may be proposed by the Board of Managers or by any five (5) members of the Association. Such proposed amendments shall be submitted in the form of a written resolution and shall be mailed to the membership with the notice required by Section 1 of this Article.

ARTICLE XIX - BORROWING AND SPECIAL ASSESSMENTS

Section 1. The Board of Managers, by majority vote, may from time to time borrow monies in the name of this corporation and thereby obligate this corporation for the repayment of the same and/or specially assess the dues-paying membership of this corporation for legitimate corporate purposes.

Section 2. At no time shall the cumulative outstanding principal balances of all loan obligations incurred under this Article exceed a sum equal to seventy-five percent (75%) of the then current annual membership dues revenue of this corporation; provided, however, that the aggregate total of loan obligations secured by real estate may exceed the aforedescribed limitation if such aggregate total does not exceed the appraised value of such real estate.

Section 3. No special assessment authorized under the provisions of this Article shall exceed a sum equal to fifty percent (50%) of a member's annual dues in this corporation, and no more than one (1) such special assessment shall be made in any one (1) fiscal year.

Section 4. The power to incur loan obligations under the provisions of this Article shall specifically include the power to mortgage, pledge or otherwise encumber the assets of this corporation to guarantee or secure the repayment thereof.

ARTICLE XX - INDEMNIFICATION
This Association shall indemnify its directors, officers, employees, or such other person who is serving or has served at the request of the Association, and may indemnify any former directors, officers, or employees, or other person who has acted on its behalf, to the fullest extent from time to time permitted by the laws of the State of Illinois in the event any such person shall be made, or threatened to be made, a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative. Notwithstanding the foregoing, the Board of Managers shall approve all of the terms and conditions of any individual indemnification.