The name of this Association, which is a not-for-profit corporation, shall be the Albany County Bar Association (hereinafter "Association").

The principal office of this Association shall be located within the County of Albany.

3. Fiscal Year:

The fiscal year of this Association shall be January 1 through December 31.

ARTICLE II. PURPOSE

The purposes of the Association are to: (1) cultivate the science of jurisprudence; (2) promote reform in the law; (3) facilitate the administration of justice; (4) promote the interest of justice; (5) elevate the standards of integrity, civility, honor, respect and courtesy within the legal profession; (6) to cherish and foster a spirit of collegiality among its Members and within the family of bar associations; and, (7) apply its knowledge, experience, and acumen in the field of law to promote the public good.

Any member of the legal profession in good standing who is admitted to practice in the State of New York and also either resides or practices law, or may have resided and/or practiced law within the County of Albany may become a member by a vote of the Board of Directors upon the recommendation of the Committee on Admissions and payment of the applicable dues. Members are entitled to all of the rights and privileges extended to the Association. Members are eligible to serve on committees and to be considered for an Office and/or as member of the Board of Directors.

Any member of the legal profession in good standing in any other State may likewise become a member by a vote of the Board of Directors upon the recommendation of the Committee on Admissions and payment of the applicable dues. Said member shall be entitled to all the privileges, except that of voting and holding office.

A Sustaining Membership is created to provide a higher level of commitment to the mission of the Association. A Sustaining Membership shall be available to such Members who is willing to pay such an amount as an annual due which is established by the Board of Directors in lieu of the general annual dues as described in section 3. A Member who elects to be a Sustaining Member in any year will not be obligated to continue as such in any subsequent year. A Sustaining Member shall have the same rights and privileges as do the members generally, and the Board of Directors shall have the authority to vest further rights, privileges and powers upon Sustaining Members and create rules and regulation as may be deemed appropriate from time to time.

An Affiliate Membership is created to extend certain rights and privileges to legal secretaries or paralegals who is employed by or works under the direction of a Member of the Association. The Affiliate Member shall pay the applicable annual due and shall be entitled to the rights and privileges of the Association, except voting and holding office. The Board of Directors shall have the authority to vest further rights and privileges upon the Affiliate Member and create rules and regulation as may be deemed appropriate.

An Honorary Membership is created to extend continuing membership to Members. If a Member has continued as such for at least twenty years and has retired from the practice of law, the Board of Director may confer an Honorary Membership upon said Member, without paying annual dues thereafter.

No person shall be elected to the Membership unless first recommended by the Committee on Admissions. Said Candidate shall complete an application form and any other document required by this Committee. The Committee may receive and consider all communication with the application of the Candidate and may make an inquiry as to the character and qualification of the Candidate.

The Committee shall submit the Candidate’s Application for approval as soon as it is practicable to the Board of Directors who shall vote upon such candidacy at its next Board meeting. A Candidate who receives two negative votes from the Board of Directors shall not be admitted to this Association.

The Committee member shall be appointed by the Board of Directors.

3. Dues:

The annual dues of the Association shall be in the amount set from time to time by the Board of Directors. All dues are payable at the beginning of the fiscal year and are good for the year in which it is paid. Annual dues may be prorated or suspended for a calendar year as deemed appropriate by the Board of Directors. If any member fails to pay his or her annual dues by March, the Treasurer shall mail to each member a default notice to the effect that such dues are payable.

The Board of Directors shall have the authority to levy assessments in such annual amounts and for such number of years as it shall determine appropriate. Said assessment shall be determined at least thirty (30) days prior to the commencement of the new fiscal period as the Board of Directors deem necessary and appropriate from time to time. Said assessments shall become due at the beginning of the calendar year.

4. Termination of Membership:

A. If the dues and special assessments remain unpaid thirty days after a default notice has been mailed and no reasonable and satisfactory explanation has been provided, the Treasurer may, without further notice, remove the member in default from Membership and all rights and privileges shall be deemed forfeited.

B. The Board of Directors may suspend or expel a member for misconduct in such member’s relation to this Association, or in the profession, on conviction thereof, in such manner as may be prescribed by the Board of Directors.

A member shall automatically be removed from Membership in the event of a final order of disbarment or suspension from the practice of law in New York State. Any member who has been suspended or expelled due to disbarment or suspension within New York State may be reinstated, after the state disbarment or suspension has been lifted, by vote of the Board of Directors.

C. A member may resign from Membership in the Association by submitting a resignation in writing to the Executive Director of the Association, without adjustment of dues.

The Board of Directors shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President, and six other Directors to be elected from the Membership at large. Directors at large may serve two consecutive, three-year terms and shall continue in office until their terms have expired and their successor elected.

Vacancies on the Board of Directors shall be filled at the annual election. Such terms of the Members at large shall be staggered with two Director’s terms expiring each year.

Vacancies that may occur during the year, other than by reason of the expiration of a term of a Director, shall be filled by a vote of the Board of Directors, and such new Director shall serve for the balance of the year.

A Member of the Board of Directors may be removed from office for Cause by two-thirds of the Board of Directors. Said Board Member who may be a subject of removal from the Board of Directors is entitled to receive Notice of the Complaint against them and an opportunity to be heard at a hearing before the Board of Directors. Rules and Regulations for the Notice and the Hearing shall be established by the Board of Directors by a Resolution.

The Board of Directors shall manage the business, affairs and activities of the Association. It shall further manage the assets of the Association, delegate other duties and responsibilities to an Officer, establish Standing and Special Committees as it deems appropriate, report to the Members on the action taken by the Board of Directors since the previous meeting of the Membership, and report to the Members any business which, in its judgment, requires the action of the Board of Directors.

The Board of Directors shall meet on the second Tuesday of each month, excluding July and August.

Special Meetings of the Board of Directors may be called at any reasonable time by the President or any two Directors. Notice for Special Meetings may be made by mail, facsimile, or electronically at least within two business days of the Special Meeting. The Special Meeting will be held at such place as may be specified in the Notice.

One-third of the Directors shall constitute a quorum for either the Regular or Special Meeting of the Board of Directors. A Director may participate in a meeting of the Board of Directors by telephonic conference, video conference or other electronic method.

Any Board of Director action which is either required or permitted may be taken without a meeting if all of the Directors consent in writing to the adoption of a resolution authorizing the action. Said written consent can be delivered electronically.

Any Board Member who has three successive absences from Board of Directors’ Meetings, without reasonable excuse, may be removed from the Board of Directors by a two-thirds vote.

The President shall be the chief executive Officer of the Association who shall represent the Association in a manner not inconsistent with the Bylaws. The President may, with the consent of the Board of Directors, enter into agreements, contracts or discussions on behalf of the Association. The President shall preside at all meetings of the Association, be an ex officio member of all Standing and Special Committees, and appoint Members to the Association’s Committees.

2. President-Elect:

The President-Elect shall assist the President in representing the Association, preside at all meetings of the Association in the absence of the President, perform such duties as may be assigned by the President, and shall be an ex officio member of all Standing and Special Committees.

3. Vice -President:

The Vice-President shall assume such duties as may be prescribed by the Board of Directors. In the absence of the President and President-Elect, the Vice-President shall preside at all meetings of the Association and shall represent the Association when necessary.

4. Secretary:

The Secretary shall (a) keep a written and permanent record of all meetings of the Board of Directors and the Association; (b) notify the Officers and Members of Committees of their election or appointment; (c) issue notices of all meetings and provide a brief description for each meeting; (d) keep an accurate list of the Members and shall furnish the Treasurer with the names of the Members; (e) keep the Seal of the Association; (f) maintain a list of the Association’s Standing and Special Committees; (g) issue and receive the correspondence of the Association except that of the Standing and Special Committees; and, (h) maintain and preserve the permanent files and records of the Board and Association.

5. Treasurer:

The Treasurer shall be the Chief Financial Officer of the Association. The Treasurer shall (a) collect and disburse the funds of the Association; (b) keep and be the custodian of the regular accounts and the financial records of the Association; (c) issue all financial reports that may be required of the Association; (d) invest the Association’s funds with the approval of the Board of Directors; (e) prepare and present to the Board of Directors monthly financial reports; (f) prepare and present to the Members at the annual meeting a full report of receipts, disbursement, assets, and outstanding obligations, and an estimate of resources and expenditures for the next fiscal period; and, (g) in the Secretary’s absence, notify Officers and Members of the Standing and Special Committees of their election and/or appointment. The Treasurer, with the consent of the Board of Directors, may delegate one or more of the Treasurer’s responsibilities to a Controller and/or Accountant of the Association.

The financial records shall be available for inspection by the Board of Directors at any time, and shall be subject to an examination and audit by a Special Committee for such purpose. The Special Audit Committee shall have at least three Members who shall be appointed by the President. A copy of the Treasurer’s monthly and annual reports may be made to a Member upon written request.

6. Executive Director:

The Board of Directors shall have the authority to hire an Executive Director who will serve at the pleasure of the Board of Directors upon such terms of employment deemed necessary and appropriate. The Executive Director shall be responsible for the day to day operations of the Association.

7. Controller:

The Board of Directors shall have the authority to appoint and remove, at any time, a Controller who will serve at the pleasure of the Board of Directors. The Controller shall be considered neither a Director nor an Officer of the Association. The Treasurer and, in lieu of the Treasurer, the Board of Directors, may delegate one or more of the Treasurer’s duties to the Controller.

8. Vacancies:

In the event of death, resignation or total disability of the President, the President-Elect shall automatically succeed to the office of the President for the unexpired term and the next following term.

In the event of the death, resignation or total disability of the President-Elect, or in the event the President-Elect shall succeed to the presidency as provided in this section, the Vice- President shall automatically succeed to the office of the President-Elect for the unexpired term but not for the next following term. Under these circumstances, the Nomination Committee, consistent with the Bylaws, shall be convened to consider and propose a nomination for President-Elect for the following term, which said nominee shall be voted upon at the stated annual meeting.

In the event of the death, resignation or total disability of the Vice President, Secretary, and/or Treasurer, or in the event the Vice-President is elevated to President-Elect, the Board of Director s shall by majority vote determine the successor to the vacant office for the unexpired term.

9. Terms:

The Officers of the Association shall serve as such Officer for a term of one year, commencing on the date of the annual meeting in which they were elected by the Board of Directors until the next successive annual meeting.

10. Indemnification and Compensation:

To the extent permitted by law, the Officers, Members of the Board of Directors and Members of a Committee of the Association, when acting in such capacity, shall be defended, indemnified and held harmless against all costs, damages and expenses actually and personally incurred by or imposed upon them in connection with the defense of any action, suit or proceeding, or any other matter having to do with their acts or conduct in such capacity. These acts and conduct referred to in this section shall not apply, however, to Members of the Board of Directors and a Committee of the Association travel to and from any Association activity, or any travel required on behalf of the Association.

No Officer, director, or member of the Association shall receive any compensation for his or her services. Legitimate expenses as approved by the Board of Directors may be reimbursed.

The Standing Committees of the Association shall be the Nominating Committee, Committee on Admission, Judicial Qualification Committee, Finance Committee, Special Audit Committee, Committee on Clinical Legal Education, Grievance Committee, Diversity and such other Standing Committee as may be created, from time to time, by the Board of Directors by a resolution. Such resolution shall define the respective powers and duties of the Committee.

The President shall annually appoint the Members to the respective Committees and designate the Chair, and, as necessary, fill vacancies except the Committee of Admission’s Members shall be appointed by the Board of Directors.

Standing Committees shall be responsible to the Members of the Association, the President and the Board of Directors. A Standing Committee, except the Nominating and Membership Committee, may be abolished by the Board of Directors by a resolution.

Each Standing Committee shall have the powers and duties as set forth in these Bylaws or by resolution of the Board of Directors, and such general powers and duties as may be prescribed for Committees generally.

It shall be the Chair of said Standing Committee who shall preside over the matters of the Standing Committee, conduct the meetings, submit such matters to be considered by the Committee, and report to the Board of Directors, from time to time, as it may require and shall report to the Members of the Association at any time or whenever required to do so by the Board of Directors.

The Board of Directors or the President, from time to time, may create Special Committees and define their respective powers and duties by a resolution. Such resolution shall create the Chair of said Special Committee, the purpose, duties and powers, the number of Members of the Committee, and may establish the period of time that it shall exist.

The President shall annually appoint the Chair and the Members of the Special Committee and fill vacancies.

The Special Committees shall exist consistent with these Bylaws and the resolution and may be extended, from time to time, as may be warranted. However, if the resolution does not set a term of the Special Committee, it shall be established that the Special Committee and the terms of its Members and Chair shall exist for three years. Special Committees may be abolished at any time by the body or President whose resolution created it. Special Committees are subject to the continuing supervision and control of the President and the Board of Directors.

Each Special Committee shall have the powers and duties set forth in the resolution creating it, and such other powers and duties as may be conferred or imposed by the Bylaws upon Committees generally.

Each Special Committee shall report to the President or the Board of Directors, from time to time, as requested or as they deem appropriate, and shall do so at the expiration of the term for which it was created. The Special Committee shall also report to the Members at the Association’s annual meeting.

Notwithstanding any other provision of these Bylaws, Committees shall be subject to such rules as the Board of Director may promulgate to supervise and coordinate the actions and functioning of all committees.

Each Committee shall have power to adopt rules and regulations for its own governance and procedure. The Chair of each Committee shall have the power to call a meeting thereof on due notice which may be by mail, telephone, facsimile, or electronically. Each Committee shall be responsible for maintaining minutes of its meetings.

Every Committee shall meet at such times and places as may be designated by the Chair or the President.

No Committee or Officer shall have the power to create any liability or debt for the Association without the express authorization of the Board of Directors.

A Member of each Committee shall serve for the term of three years unless such member resigns or is removed for failure to attend meetings or misconduct. A Chair of the Committee and the President shall have the power to remove a member from the Committee for failure to meet and participate, or for misconduct. The President shall have the authority to fill vacancies. A Committee may provide that three successive absences from meetings, without excuse, can be considered a resignation.

Committee reports, whether submitted to the President, Board of Directors, or the Membership at the annual meeting, shall be in writing. However, the President or the Board of Directors may waive receiving a written report and may accept an oral report at a meeting of the Board of Directors.

Each Committee shall submit a written report summarizing all proceedings of such Committee at the annual meeting.

The President may appoint Committee Members who are not Members of the Association to any committee other than a Standing Committee.

The President shall select a Committee of five Members from the Association who shall nominate a list of Candidates for the various offices to be filled at the next annual meeting. Such list shall be filed with the Secretary no later than thirty days before the annual meeting which shall be open to inspection by any member of the Association.

Declaration of candidacy or independent nomination for any of the offices shall be filed with the Secretary no later than twenty days before the annual meeting and the Secretary shall post the same at least fourteen (14) days prior to the annual meeting. Such nomination shall have affixed thereto the names of at least five (5) Members of the Association endorsing such nominee or candidacy. Any declaration of candidacy or independent nomination not filed in accordance with these procedures shall be deemed null and void.

The Secretary shall report all nominations made by the Nominating Committee, Declaration of Candidacy, or independent nomination to the Members of the Association either by its monthly publication which is sent to all Members and/or post them in a conspicuous place in the County Courthouse at least fourteen (14) days before the annual meeting.

D. The President shall appoint an Election Committee of at least three members which shall, in all respects, supervise and conduct the elections at the annual meeting. Two Members of such Committee shall be a quorum and the President may fill vacancies at or before the election.

E. While serving on the Nominating Committee, a member shall not be eligible for nomination as President-Elect, Vice-President, Secretary, and Treasurer. A member may remove such ineligibility by resigning from the Nominating Committee ninety days prior to the annual meeting.

The Association shall pass upon the qualification of judicial candidates who have nominated to, filed nomination petitions, for, or otherwise applied for judicial office in Supreme Court in the Third Judicial District, Albany County Court, Albany County Surrogate Court, Family Court of Albany County, Supreme Court, Appellate Division, Third Department, New York Court of Appeals, and the United States District Court for the Northern District of New York and Court of Appeals for the Second Circuit. The Judicial Qualification Committee shall evaluate all persons whom the Association must rate or whom, in its discretion, it chooses to rate, and shall report its determination of the rating of the applicant to the Board of Directors.

The Judicial Qualification Committee, upon the discretion of the Board of Directors, shall receive, consider, and investigate complaints made as to the judiciary and those who serve as an adjunct to the judicial function, and issue a report to the Board of Directors.

The Board of Directors shall appoint Members of the Association to serve on the Judicial Qualification Committee and may fill vacancies as they may occur. The Committee shall be composed of fifteen (15) Members, of whom at least three new Members shall be designated each year. No more than six (6) Members shall be of the same political affiliation. In the event that a member of the Committee is replaced by the Board of Directors for any reason, his or her replacement shall be of the same political affiliation. No member of the Committee shall seek election to a political or judicial office or publicly endorse or oppose any candidate for political or judicial office.

Any further duties, responsibilities, and procedures for this Committee shall be adopted in a resolution which shall be filed with the Secretary.

2. Grievance Committee :

The Grievance Committee shall be charged with hearing and rendering a report on all complaints alleged against a member of the Association, and also all complaints which may be made in matters affecting the interests of the legal profession, the practice of law and the administration of justice. Said report with recommendations shall be filed with the Board of Directors.

3. Finance Committee:

The Finance Committee shall be responsible for the continuing supervision of the Association’s financial affairs of the Association, assist the Treasurer in fulfilling its duties and responsibilities, share in the responsibility of maintaining the Association’s financial records, and assist in the preparation of budget for the ensuing year. The Treasurer shall be an ex officio member of the Finance Committee.

There shall be an annual meeting of the Members of the Association. Such meeting shall be held the second Tuesday of January of each year at such time and place as set by the Board of Directors. At any meeting of the Members, a simple majority of the Members present shall constitute a quorum for transaction of the Association’s business. In the event there is not a simple majority of the Members present, the Board of Directors, with a quorum, may proceed with the annual meeting. At the annual meeting, the Board of Directors shall elect the officers and the Members shall elect Directors for the open seats on the Board of Directors.

In addition to the Annual Meeting, from time to time, there shall be a Stated Meeting to be held on the second Tuesday of the month in which the Stated Meeting has been called.

Special Meetings may be called at any time by the Board of Directors or upon the written request of ten Members specifying the purpose and such request shall be filed with the Secretary. Notice of the Special Meeting shall be served within ten (10) days of the Special Meeting setting forth the specific purpose of the meeting. No business shall be transacted except for the purpose(s) set forth in the Notice. At any meeting, the majority of the Members present, including proxies, shall constitute a quorum.

Written notice of the annual and special meetings, stating the time, place, and purpose, shall be served either personally, by mail, facsimile, telephone, or by electronic means upon each member not less than ten (10) days before such meeting.

The Board of Directors and any Committee may conduct a meeting by means of a conference telephone call, video conference, internet devices, or similar communication equipment allowing all Members participating in the meeting to hear each other at the same time.

All actions presented at a meeting of the Association shall be decided by a majority of the Members present.

Except as otherwise provided by these Bylaws, the rules of procedure contained in Robert’s Rule of Order, Newly Revised, shall govern.

The fiscal and business year of the Association shall be January 1 to December 31.

At each stated meeting of the Association, including the Board of Directors’ meetings, the Order of Business shall be as follows: (1) Reading of the Minutes of the preceding meeting; (2) Report of the Board of Directors; (3) Report of the Treasurer; (4) Report of Committee on Admissions; (5) Election of Officers; (6) Report of the Standing Committees; (7) Report of the Special Committees; and (8) Miscellaneous Business.

The Order of Business may be changed by a vote of the majority of Members present.

Any notice required by these Bylaws to be sent to Members may be given by publication in the Association’s newsletter.

These Bylaws may be amended at any stated meeting of the Association, but only by a vote of two-thirds of the Board of Directors present (including proxies) or by ballot returned by mail or electronically, and provided that notice of the proposed amendment has been also been given by the Secretary in the notices of the meeting.

Effective this day____, month, year.