ARTICLE III OFFICERS, BOARD, CABINET AND VACANCIES

3.1 Officers.

The Officers of the Association shall be the Chancellor, Chancellor-Elect, Vice Chancellor, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer.

3.2 The Chancellor.

The Chancellor shall be the chief executive officer of the Association. The Chancellor shall preside at the meetings of the Association, shall carry out such duties as are required by resolution of the Board or these Bylaws and shall perform such other functions as are appropriate to such office. The Chancellor shall be the principal spokesperson of the Association. The Chancellor shall have authority to speak for the Association in furtherance of any action or position taken by the Board or by the Association; and on other matters, when not in conflict with a previously adopted policy of the Association whether expressed by the Board or by resolution duly passed by the Members. The Chancellor may delegate such authority to another Member when the Chancellor may be unavailable or when the Chancellor concludes that having such person speak for the Association will best serve the goal, position or result desired.

3.3 The Chancellor-Elect.

The Chancellor-Elect shall exercise the powers and perform the duties of the Chancellor in the absence or disability of the Chancellor and shall perform such other functions as may be delegated to the Chancellor-Elect by the Chancellor and as are required by resolution of the Board or by these Bylaws.

3.4 The Vice Chancellor.

The Vice Chancellor shall exercise the powers and perform the duties of the Chancellor-Elect in the absence or disability of the Chancellor-Elect and shall perform such other functions as may be delegated to the Vice Chancellor by the Chancellor and as are required by resolution of the Board or by these Bylaws.

3.5 The Secretary.

The Secretary shall be responsible for giving or overseeing the giving of due notice of meetings of the Members and the Board of Governors. The Secretary shall be responsible for preparing or overseeing the preparation of the minutes of all meetings of the Members and the Board of Governors. The Secretary shall oversee the maintenance of the Association’s minute book and a roll of the Members, with the dates of their admission to the Bar and of their becoming and ceasing to be Members. Except as otherwise provided in these Bylaws or by the Board, the Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law. The Secretary shall have such other powers and duties as are required by resolution of the Board or by these Bylaws.

3.6 The Treasurer.

The Treasurer shall monitor the finances and the maintenance of the financial records of the Association and shall have oversight of and monitor the activities of the Chief Financial Officer and other employees of the Association with respect to the financial affairs of the Association. The Treasurer shall have the authority to request and receive information with respect to the financial affairs and records of the Association that, in the judgment of the Treasurer is necessary for the Treasurer to carry out the Treasurer’s duties. The Treasurer shall oversee the preparation of and render to the Board a Treasurer’s Report in such form and at such times as the Board shall require. The Treasurer shall have such other powers and duties as are required by resolution of the Board or by these Bylaws.

3.7 The Assistant Secretary.

The Assistant Secretary shall exercise the powers and perform the duties of the Secretary in the absence or disability of the Secretary and shall perform such other duties as may be delegated by the Secretary or as required by resolution of the Board or by these Bylaws.

3.8 The Assistant Treasurer.

The Assistant Treasurer shall exercise the powers and perform the duties of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as may be delegated by the Treasurer or as are required by resolution of the Board or by these Bylaws.

3.9 The Board.

  • 3.9.1 The Board Members entitled to vote, shall be: 3.9.1.1 The Officers, all of whom shall serve for a term co-extensive with their respective terms of office.
    • 3.9.1.2 The immediate past Chancellor.
    • 3.9.1.3 A representative of each Section to serve for a one year term not to exceed more than three consecutive one-year terms; provided that, by December 15 of each year, the Section Chair or Co-Chairs who will serve during the next year will notify the Chair of the Board of the member of the highest executive body of the Section who will serve as the Section representative for the next year. At all times while serving as the Section’s representative, the Section representative shall concurrently serve as a member of the highest executive body of the Section.
    • 3.9.1.4 Fifteen persons elected by the Voting Members as provided in Section 4.1.1.1(C), consisting of three classes of five Board members each, who shall serve for a term of three years, one class being elected each year.
    • 3.9.1.5 Six persons, two of whom are appointed each year by the Chancellor pursuant to Section 3.9.4.
    • 3.9.1.6 The Chair and Chair-Elect of the Young Lawyers Division.
    • 3.9.1.7 The immediate past Chair of the Board.
    • 3.9.1.8 The Diversity Chair appointed by the Chancellor each year for a one year term.
  • 3.9.2 The President of the Philadelphia Bar Foundation, the Association's delegates to the American Bar Association's House of Delegates and the Association's Zone Governor to the Pennsylvania Bar Association's Board of Governors, shall be ex officio non-voting Board Members who shall be entitled to notice of and to be present at meetings of the Board (other than when the Board sits in executive session).
  • 3.9.3 The following shall be invited guests at Board meetings (other than when the Board sits in executive session): the Editor of The Philadelphia Lawyer; the Editor of the Philadelphia Bar Reporter; the Presidents of the Philadelphia Association of Paralegals, the Greater Philadelphia Legal Marketing Association and the Philadelphia Legal Secretary's Association.
  • 3.9.4 On or before January 15 of each year, the Chancellor, upon consideration of the recommendations from the Committee on Diversity in the Profession with respect to such appointments, shall appoint as Board Members two Members who are members of a racial minority, the lesbian, gay, bisexual or transgender community or other diverse individuals. Each Member so appointed shall serve as Board Member for a term of three years.
  • 3.9.5 The Chancellor may also appoint a Member as Counsel to serve at the Chancellor's pleasure as an ex officio non-voting Board Member.
  • 3.9.6 No Board Member may designate another person to represent such member at a meeting of, or to cast any vote in the deliberations of, the Board.

3.10 Oath Of Office; Eligibility To Hold Office

  • 3.10.1 Each year, all Board Members shall take or subscribe to an oath or affirmation of office, as prescribed by the Board.
  • 3.10.2 Except as provided in Section 3.16, a Member shall be eligible to hold the offices of Chancellor, Chancellor-Elect and Vice Chancellor for not more than one term each. A Member shall be eligible to hold the offices of Secretary, Assistant Secretary, Treasurer or Assistant Treasurer for not more than three consecutive one-year terms. A Member shall be eligible to be an elected Board Member for not more than one consecutive three-year term. A Member may be re-elected to any such office except Vice Chancellor, Chancellor-Elect and Chancellor after a lapse of not less than 11 months from the expiration of the Member’s term of office. Any term of one year or less pursuant to Section 3.16.7 shall be excluded from these term limitations.
  • 3.10.3 Only Members who are Voting Members pursuant to Section 2.1.2.1 shall be eligible to hold the position of Officer or be a Board Member. No individual whose Association dues have not been paid within 90 days after they become due in any year shall be eligible to vote as a Voting Board Member until that individual’s dues have been fully paid.
  • 3.10.4 No Member shall be eligible to seek nomination for, be a candidate for, or hold more than one elected position as an Officer, as an elected Board Member, or both, at the same time.

3.11 Procedure; Quorum.

  • 3.11.1 The Board shall, at its first meeting in each calendar year, select from among its members elected by the Members pursuant to Section 5.1.3 a Chair of the Board and a Vice Chair of the Board. The first meeting in each calendar year shall be called by the Chancellor, in coordination with the Secretary, and shall be held at such time, place and date as shall be set forth in the notice of the meeting. Subsequent regular meetings of the Board shall be held at such times, places and dates as the Board, the Chancellor or the Chair of the Board, in coordination with the Secretary, shall determine. The person calling the meeting shall fix the time, date and place of the meeting.
  • 3.11.2 Except as otherwise provided by these Bylaws, eighteen Voting Board Members shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Board Members eligible to vote present at a meeting at which a quorum is present shall be the acts of the Board. The Board Members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the loss of a quorum.
  • 3.11.3 At the discretion of the Board, the Chancellor or the Chair of the Board, one or more Board Members may participate in a meeting of the Board by means of a conference telephone or other electronic technology by which all persons participating in the meeting can hear each other. At the discretion of the Chancellor or the chair of any standing, special or ad hoc committee, one or more members of any standing, special or ad hoc committee may participate in a meeting of the committee by means of a conference telephone or other electronic technology by which all persons participating in the meeting can hear each other. As provided in 15 Pa.C.S. § 5708(a), participation in a meeting by telephone or other electronic technology shall constitute presence in person at the meeting.
  • 3.11.4 Any action required or permitted to be approved at a meeting of the Board may be approved without a meeting if a consent or consents to the action in record form, as defined in 15 Pa.C.S. § 102 (relating to definitions), are signed, before, on or after the effective date of the action, by all of the Voting Board Members in office on the date the last consent is signed. The consent or consents must be filed with the Secretary.
  • 3.11.5 All matters concerning the conduct of meetings of the Board not provided in these Bylaws shall be determined by the Board from time to time.

3.12 General Powers Of The Board.

  • 3.12.1 The property and affairs of the Association shall be managed under the direction of, and the policies of the Association shall be determined by, the Board. The Board also shall have the authority to interpret the provisions of these Bylaws and its interpretation shall be binding upon the Association. The Board shall carry out such other duties as are required by these Bylaws or Pennsylvania law. Except with respect to matters or rights reserved to the Members, the Board may exercise any of the powers granted to a Pennsylvania nonprofit corporation pursuant to 15 Pa.C.S. § 5502, or any successor provision.
    • 3.12.1.1 Except as otherwise specifically provided in these Bylaws regarding employment contracts, all agreements entered into or terminated outside the normal course of the Association’s business shall require the prior approval of the Board.
  • 3.12.2 The role of the Committees, Sections and Divisions as set forth in the Bylaws is not intended to and shall not in any way limit the power of the Board to act on any issue.
  • 3.12.3 Management of the Professional Staff.
    • 3.12.3.1 The Board shall appoint and may remove the Executive Director with or without cause.
    • 3.12.3.2 The Executive Director shall be the chief operating officer of the Association.
    • 3.12.3.3 The Executive Director shall be responsible for hiring, setting the organizational structure and compensation for and evaluating the professional staff necessary to carry out the mission of the Association. The compensation for the staff shall be within the personnel budget set by the Board.
    • 3.12.3.4 All employees of the Association shall be employed at will.
    • 3.12.3.5 Subject to the terms of any written agreement, the salary and benefits for the Executive Director shall be set by the Chancellor-Elect for the ensuing calendar year after consultation with and approval by the Vice Chancellor. Such compensation shall be within the approved annual budget. The Association may enter into an employment agreement with the Executive Director so long as the agreement:
      1. does not exceed two years in duration;
      2. affirmatively maintains an at-will relationship;
      3. does not obligate the Association to any compensation or benefits beyond the Executive Director’s last day of employment; and
      4. takes effect in the calendar year immediately following such approval.
    • 3.12.3.6 The specific economic terms of Association employee compensation, including that in any written contract, need not be published except to the extent required by law, so long as the Chancellor, Chancellor-Elect and Vice Chancellor are advised of the specific economic terms and total economic compensation to Association employees is within the approved budget.
    • 3.12.3.7 In addition to the foregoing concerning employment agreements for then active employees, the Board may authorize post-employment severance or consulting agreements, which may extend and/or be paid out over more than two years. Payments due in any year must be included in that fiscal year’s budget.

3.13 Suspension Or Removal Of Officers And Board Members.

  • 3.13.1 The Board by vote of two-thirds of its members may suspend any Officer or any Board Member from his or her respective position, for good cause. Whenever such suspension shall be ordered, a special meeting of the Members shall immediately be called, to be held within 30 days thereafter, at which the Board shall report its action. At such meeting the Members shall have the power to set aside such suspension or to remove such Officer or Board Member from office, or to impose such other penalty as shall be deemed appropriate.
  • 3.13.2 Notwithstanding the provisions of Section 3.13.1 and without the necessity of convening a special meeting of members thereafter, the Board may adopt rules governing attendance at its meetings and provide that a Board Member who fails to comply with such rules shall automatically cease to be a Board Member and, if also an Officer, cease to hold the office held by such Officer.

3.14 The Cabinet.

The Cabinet of the Association shall meet at the call of the Chancellor to render such advice and give such assistance as the Chancellor may request. The Cabinet shall consist of the Officers, the Chair and Vice Chair of the Board, the Chair and Chair Elect of the Young Lawyers Division, the Diversity Chair appointed pursuant to Section 3.9.1.7 and such other Members as the Chancellor may appoint. Chancellor appointments serve at the Chancellor’s pleasure but, in the event the appointment is of a Member who is not a Board Member, the appointment shall be subject to approval of the Board. Unless the Chancellor concludes the appointment earlier, all Chancellor appointments expire with the appointing Chancellor’s term.

3.15 Number Of Meetings, Notice And Place Of Meetings Of The Board And Cabinet.

  • 3.15.1 The Board shall hold a minimum of six regular meetings each calendar year. Regular meetings of the Board may be held at such time and place as will from time to time be determined by the Board, the Chancellor or the Chair of the Board.
  • 3.15.2 Special meetings of the Board may be called at the discretion of the Chancellor, the Chair of the Board or at the request of a majority of the Voting Board Members.
  • 3.15.3 Meetings of the Cabinet shall be called at the discretion of the Chancellor.
  • 3.15.4 Meetings of the Board and Cabinet (regular and special) may be held at such place within or without the Commonwealth of Pennsylvania as the Board or Cabinet, as the case may be, or the Chancellor or Chair of the Board, may designate in the notice of the meeting.
  • 3.15.5 No written notice of any regular meeting of the Board (other than the first meeting in each year) need be given, so long as notice of the regular meetings scheduled for the year is given at least once each year. Written notice of the first meeting of the Board in each year and each special meeting of the Board specifying the time, place and date of the meeting shall be given to each Board Member at least five days (in the case of the first meeting of the Board in each year) and 24 hours (in the case of a special meeting of the Board) called by the Chancellor or Chair of the Board (or 7 days in the case of a special meeting called by a majority of the Voting Board Members) before the time set for the meeting. Notice of special meetings of the Board that are to be held in executive session only need be given to the Board Members entitled to vote as provided in Section 3.9.1. Notice of Cabinet meetings shall be provided to the Cabinet with such advance notice and in such matter as the Chancellor shall determine. Neither the business to be transacted at nor the purpose of any meeting of the Board or Cabinet need be specified in the written notice of the meeting.
  • 3.15.6 Whenever written notice is required to be given to a Board Member or Cabinet member, whether under the provisions of these Bylaws or otherwise, such notice shall be given to the person either personally or by sending a copy of the notice:
    • 3.15.6.1 By first class or express mail, postage prepaid or courier service, charges prepaid to the person’s postal address supplied by the person to the Association for the purpose of notice. Notice under this Section 3.15.6.1 shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.
    • 3.15.6.2 By facsimile transmission, e-mail or other electronic communication to the person’s facsimile number or e-mail or other electronic communications address supplied by the person to the Association for the purpose of notice. Notice under this Section 3.15.6.2 shall be deemed to have been given to the person entitled thereto when sent.
    • 3.15.6.3 Notwithstanding the foregoing, a Board Member or Cabinet member may waive notice of any meeting of the Board or Cabinet by written statement (that includes an electronic communication) signed by the person entitled to the notice filed with the Secretary. Attendance at a meeting of the Board or Cabinet shall also constitute a waiver of notice, except where a Board Member or Cabinet member states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

3.16 Vacancy In Office.

  • 3.16.1 Any vacancy in the office of Chancellor shall be filled by the first available of the following: the Chancellor-Elect, the Vice Chancellor, or an Acting Chancellor appointed by the Board. If such succession by an elected Chancellor-Elect or Vice Chancellor is for a partial term, he or she shall continue to serve as Chancellor for the following one-year term.
  • 3.16.2 Any vacancy in the office of Chancellor-Elect shall be filled by the first available of the following: the Vice Chancellor, or an Acting Chancellor-Elect appointed by the Board. An elected Vice Chancellor who has succeeded to Chancellor-Elect for a partial term under this Section 3.16.2 shall continue to serve as Chancellor-Elect for the following one-year term if the Chancellor serves an additional term pursuant to Section 3.16.1.
  • 3.16.3 Any vacancy in the office of Vice Chancellor shall be filled by an Acting Vice Chancellor appointed by the Board.
  • 3.16.4 An Acting Chancellor-Elect or Acting Vice Chancellor appointed by the Board shall not automatically succeed under Section 5.1.1 to the office of Chancellor or Chancellor-Elect, respectively. Instead, those offices shall be filled by election at the next Annual Election.
  • 3.16.5 Service as Acting Chancellor, Acting Chancellor-Elect or Acting Vice Chancellor by appointment of the Board shall not make such person ineligible under Section 5.1.1 for subsequent election as Vice Chancellor.
  • 3.16.6 In the event of vacancies at the same time in all three of the offices of Chancellor, Chancellor-Elect and Vice Chancellor, the Board shall appoint an Acting Chancellor and may also appoint an Acting Chancellor-Elect or an Acting Chancellor-Elect and an Acting Vice Chancellor. The meeting at which such appointments are made shall be held as soon as practicable. The Board shall select one of its elected members to chair the meeting from among those present who commit not to accept an appointment to any of the vacancies. At the next Annual Meeting, or sooner if the Board calls a special election, the Members shall elect candidates for all three offices. The candidates so elected shall begin their service upon certification of their election. If such service is for a partial term, each such elected candidate shall continue to serve in the same position for the following one-year term.
  • 3.16.7 Any vacancy in the office of Secretary or Treasurer shall be filled by the Assistant Secretary or Assistant Treasurer, respectively, who shall serve until December 31 of that year. Any vacancy in the office of Assistant Secretary or Assistant Treasurer shall be filled by the Chancellor, with the approval of the Board, to serve until December 31 of that year.
  • 3.16.8 Any vacancy in the office of elected Board Member shall be filled by the Chancellor, with the approval of the Board, until the earlier of (i) December 31st following the next annual election; or (ii) the end of the elected Board member’s term.
  • 3.16.9 In the event of a vacancy with respect to a representative of a Section or Division or a member appointed by the Chancellor, the vacancy shall be filled by the Section, Division and the Chancellor, respectively. Each person appointed to fill a vacancy shall serve until the end of the calendar year in which the person is appointed and until such person’s successor is elected or designated and qualified.
  • 3.16.10 A person appointed under Section 3.16.8 to fill the unexpired term of a Board Member shall be deemed to have been elected by the Members.

3.17 Pro Bono Requirement.

  • 3.17.1 On or before July 5 of each year, each of the Voting Board Members shall provide written certification to the Assistant Secretary that during the 12-month period ending on June 30 of such year such member has satisfied, in addition to such member’s service on the Board of Governors, one of the following:
    • 3.17.1.1 Has undertaken one new pro bono matter, which shall mean providing professional services at no fee or a reduced fee to persons of limited means or to public service or charitable groups or organizations; or
    • 3.17.1.2 Is employed on a full-time basis by a public interest organization; or
    • 3.17.1.3 Has provided alternative support if such member is prohibited from handling a pro bono matter based upon his or her position or is prevented from handling a pro bono matter due to other circumstances. “Alternative support” shall mean service in activities for improving the law, the legal system or the legal profession, or by financial support for organizations that provide legal services to persons of limited means.
  • 3.17.2 On or before July 15 of each year, the Assistant Secretary shall submit to the Board of Governors a list containing the name of each Board Member who has not provided the information required by Section 3.17.1.
  • 3.17.3 On or before July 31 of each year, the Assistant Secretary shall contact the Executive Director of Volunteers for the Indigent Program (“VIP”) and request that VIP make available to each member who has not provided the certification required by Section 3.17.1, a pro bono matter appropriate for such person’s experience and skill.
  • 3.17.4 When each member who had not previously provided certification which complies with Section 3.17.1, he or she shall provide written certification thereof to the Assistant Secretary.
  • 3.17.5 On or before August 31 of each year, any member who has failed to certify to the Assistant Secretary that such member has complied with Section 3.17.1 shall be referred by the Assistant Secretary to the Board of Governors for consideration of action pursuant to Section 3.13.

3.18 Diversity And Inclusion Requirement.

  • 3.18.1 On or before July 5 of each year, all Voting Board Members shall provide written certification to the Assistant Secretary that, during the 12-month period ending on June 30 of such year, each such member has completed a diversity and inclusion action plan checklist, as provided by the Board.
  • 3.18.2 On or before July 15 of each year, the Assistant Secretary shall submit to the Board a list containing the names of all Voting Board Members who have not provided the information required by Section 3.18.1.
  • 3.18.3 On or before July 31 of each year, all Voting Board Members who have not provided the certification required by Section 3.18.1 shall meet with the Chancellor to discuss his or her noncompliance with Section 3.18.1
  • 3.18.4 On or before August 31 of each year, all Voting Board Members who have not complied with Section 3.18.1 shall be referred by the Assistant Secretary to the Board for consideration of action pursuant to Section 3.13.