KCBA BY-LAWS

As Amended 2012

ARTICLE I - NAME

This Association shall be known as the “KANE COUNTY BAR ASSOCIATION.”

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, 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 Vice President, at the conclusion of his/her term, shall automatically succeed to the office of President. The Secretary-Treasurer, at the conclusion of his/her term, shall automatically succeed to the office of Vice President. The Immediate Past President shall be ex officio and shall not be entitled to a vote and shall not be considered in the determination of whether a sufficient number of board members are present to establish a quorum

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 six (6) members.         

Section 5(A). Term of office: Beginning on the first day of July, the term of office for the Six Directors shall be three (3) years; provided however, that said terms shall be so arranged so that not more than three 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 March 1 of each year, each of those persons, being members in good standing of the Association, desiring to serve as a Director of the Association or as the Secretary-Treasurer of the Association shall file his or her nominating petition with the Association in the form specified below. Any member in good standing of the Association, may also nominate any other member of the Association in good standing, to serve in the position of Director or Secretary-Treasurer.

In addition to the above paragraph, there shall be a nominating committee which shall consist of the chairperson from the Civil Practice Committee, the chairperson from the Criminal Practice Committee and the chairperson from the Family Law Committee and the two immediate past Presidents of the Association. The nominating committee, by a majority vote, may nominate any member or members in good standing for the positions of Secretary-Treasurer or Director.

Section 2. Election Procedures. If there is only one candidate for a single Director’s position or the position of Secretary-Treasurer, by Petition or by the nomination of another member of the Association, election of the candidate(s) shall occur at the Annual Meeting.

In the event of multiple candidates for the Secretary / Treasurer or 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 the rules and procedures established by the Board. Said election shall occur before the Annual Meeting.

Section 3: Petition Form:

3. (A.) [when nominating oneself]:

“I, ______________________________, file my Nominating Petition for the Office of (Secretary-Treasurer) (Director of the Kane County Bar Association), and affirmatively state I am a member of the Kane County Bar Association in good standing and eligible to hold office.

Candidate Signature ________________________________

3. (B.) [when nominating another member of the Kane County Bar Association]:

I, ____________________________, nominate ________________________________ for the Office of (Secretary-Treasurer) (Director of the Kane County Bar Association), and affirmatively state that to the best of my knowledge and after reasonable inquiry, said candidate is a member of the Kane County Bar Association in good standing and eligible to hold office.

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 (Secretary-Treasurer) (Director of the Kane County Bar Association). (Signatures of 20 members required):

Signatures: Name and Address

Section 4:  Contested Elections. The Board of Managers shall act as the Election Committee to conduct the election. The most immediate Past President shall act as Chairperson. Elections shall be conducted in accordance with Article XI, Section 2.

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) Access to Legal Services; (4) Finance; (5) Public Relations; (6) Social. Section 2: Committees Defined.

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 Access to Legal Services champions and consistently seeks innovative opportunities to expand access to legal services for the underserved low income population of Kane County.  Activities include but are not limited to: encouraging pro bono legal services through hosting of legal education seminars for attorneys; seeking partnerships with existing community outreach programs; and creating, updating and expanding multi-media legal information resources.

(a.)  The chairperson of the committee on Access to Legal Services shall be the Vice President of the Association, with a co-chair appointed by the President of the Association.

(b.)  All meetings shall be called by the chairpersons, but in no event shall there be less than four (4) meetings per year.

(4)  The committee on Finance shall consist of the President, 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 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 reviews thereof and establish audit procedures 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.

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