Bylaws

BYLAWS

OF THE ESCAMBIA-SANTA ROSA BAR ASSOCIATION, INC.

 

A Florida Not for Profit Corporation (the “Association”) Effective July 14, 2022

 

 

ARTICLE I – OFFICES

 

Section 1. Principal Office

The principal office of the Association (the “Bar Office”) in the State of Florida is located in the City of Pensacola, County of Escambia.

 

Section 2. Other Offices

The Association may have such other offices, either within the County of Escambia, Florida, or the County of Santa Rosa, Florida, as the Executive Council of the Association (“Executive Council”) may from time to time determine.

 

ARTICLE II - MEMBERSHIP

 

Section 1. Active Members

Any member of The Florida Bar in good standing or any individual otherwise authorized to practice law before any court located in Escambia or Santa Rosa Counties in Florida shall be eligible to become an Active Member of the Association. Each Active Member is entitled to one vote.

 

Section 2. Associate & Student Members

  1. Associate Membership: Any person who is not eligible to become an Active Member of the Association as provided in Article II.1 above of these bylaws, but who is duly licensed and in good standing to practice law, whether active or inactive, in any state of the United States or the District of Columbia, other than Florida, shall be eligible to become an Associate Member of the Association.
  2. Student Membership: Any person (i) who is regularly enrolled in a law school accredited by the American Bar Association as a candidate for his or her first professional law degree, or (ii) who is a graduate of any such law school and who has applied for and taken the Florida Bar Examination, but who has not been admitted to practice in any state or Federal Court in Florida, shall be eligible to become a Student Member of the Association.

Associate and Student Members may neither vote nor hold elective office in the Association, but shall be entitled to all other privileges of membership.

 

Section 3. Honorary Members

Honorary membership in the Association may be conferred upon lawyers, judges, or other persons who have rendered distinguished service to the legal profession, to the state of Florida, or to the United States, as determined by the Executive Council. Any judge or justice of (i) the United States District Court and/or Bankruptcy Court of the Northern District of Florida, (ii) the Florida Supreme Court, (iii) Florida’s First Circuit Court of Appeals, (iv) Florida’s First Judicial Circuit, and (v) Escambia and/or Santa

Rosa Counties in Florida, while in office, may be an  honorary member. Honorary Members shall be exempt from payment of dues and may neither vote nor hold elective office in the Association, but shall be entitled to all other privileges of membership.

 

The Executive Council may also confer honorary "Member Emeritus" status upon distinguished lawyers or Judges as they deem appropriate. Such Members shall be exempt from payment of dues and are entitled to all privileges of Honorary Membership.

 

Section 4. Inactive Members

Any Member of the Association who, has elected to be an Inactive Member of the Florida Bar (as defined by Rule 1-3.2 Rules Regulating the Florida Bar) may, upon request approved by the Executive Council of the Association, become an inactive Member of the Association (whether previously an active or associate Member) on a temporary or permanent basis. During the term of such inactive Membership, such Member shall be exempt from payment of dues and shall not be entitled to hold office or vote, but may otherwise be accorded all privileges of an active Member of the Association. 

 

Section 5. Application for Membership

Each application for Membership shall be in writing, approved by at least two Active Members, and accompanied by payment of dues for the current year. Each application shall be referred to the Executive Council, and if favorably reported by the Executive Council, shall be balloted upon an annual, regular or special meeting of the Association. Two-thirds of the votes cast shall be required to elect an applicant to Membership. The Executive Director shall notify each applicant whether they are elected to Membership.

 

ARTICLE III – FISCAL YEAR & DUES

 

Section 1. Fiscal Year

The Fiscal Year of the Association shall be from September 1 through August 31 (the “Fiscal Year”). An annual budget for the following Fiscal Year shall be adopted by the Executive Council during August of each year.

 

Section 2. Dues Amount

Each active Member shall pay annual dues for membership, as set by the Executive Council at the beginning of the Fiscal Year. The Executive Council may provide for pro-rata payment of a current year's dues by new Members. A Dues increase implemented by the Executive Council may be rescinded by a vote of two-thirds of the Members present and voting at a regular meeting or special meeting called for such purpose, provided three (3) days’ notice of such special meeting stating the purpose of the meeting is given to the membership.

 

Section 3. Time of Dues Payment

The Executive Director shall mail a statement of annual dues owed to each Member required to pay dues by August 31st of each year. Any Member who fails to pay said dues by December 1st shall stand suspended until such dues are paid. Upon payment thereafter during such Fiscal Year, said Member shall be restored to regular membership; but if he or she fails to pay such dues during the Fiscal Year, he or she shall cease to be a Member. A person who has ceased to be a Member because of nonpayment of dues may be reinstated to membership by the Executive Council upon payment of the current year's dues and the dues assessed during the year he or she ceased to be a Member, without such reinstatement requiring a vote of the Members of the Association.

 

 

SECTION 4. Annual Review of Dues

In January of each year, the Executive Council shall review the amount of annual dues applicable to each category of membership and determine if any adjustments should be recommended. Any adjustments to any annual dues amount must be approved by a majority vote of pursuant to Article VI, Section 6 of these bylaws and shall take effect at the start of the next fiscal year.

 

             

ARTICLE IV - MEETINGS

 

Section 1. Annual Meeting

The annual meeting of the Association will be held on the third Thursday in July of each year, or at such other time as the Executive Council may set. The installment of Officers shall take place at the annual meeting.

 

At least sixty (60) days prior to the annual meeting, the Nominating Subcommittee shall present a slate of proposed Officers and Executive Council Members for the upcoming Fiscal Year to the Executive Council for approval and circulation to the membership pursuant to Article VII, Section 4C. Upon such approval, the proposed slate shall be noticed to the membership at least thirty (30) days prior to the annual meeting. Additional nominations and/or objections to the proposed slate may be submitted in writing to the Bar Office no later than ten (10) days prior to the annual meeting. Written consent of the nominee and the endorsement of five (5) Members of the Association in good standing shall be required for an additional nomination to qualify for consideration by the membership. If any such qualified additional nomination(s) is received within the specified time, such additional nomination shall be noticed to the membership as soon as possible and, in any event, no later than five (5) days prior to the annual meeting.

 

If there are no such qualified additional nominations, the Executive Council’s duly- noticed proposed slate shall be deemed accepted by the membership and such slate shall be installed during the annual meeting. If the need arises for a vote of the membership with respect to such proposed Officers and Executive Council Members, either because a timely objection is raised or there are qualified additional nominations made, such vote shall take place during the annual meeting and shall be followed by installation of the elected persons.

 

Section 2. Regular Meetings

Regular meetings of the Association shall be held on the second Thursday of each month, or on such other date(s) in each month as the Executive Council may set. The Executive Council may dispense with the regular monthly meeting in any month or call additional meetings in any month at its discretion. The Executive Council may designate any place within the counties of Escambia or Santa Rosa, Florida, for such meetings to take place.

 

Section 3. Special Meetings

Special meetings of the Association may be held at any time upon call of the President or the Executive Council, in any place designated for such meeting to take place.

             

Section 4. Notice of Meetings

Written notice of each annual, regular or special meeting shall be sent at least three (3) days before the meeting to each active, associate and inactive Member who resides in the Counties of Escambia or Santa Rosa, Florida, and shall designate where such meeting shall take place. Written notice shall include electronic correspondence for all notice purposes.

 

Section 5. Executive Council Meetings

Regular monthly meetings of the Executive Council shall be held at times set by the Executive Council, at a place designated by the Executive Council within the Counties of Escambia or Santa Rosa, Florida. A quorum shall be required for the Executive Council to take any action contemplated in these Bylaws during such meetings, which quorum shall constitute a simple majority of the Officers and Executive Council Members. Alternatively, the Executive Council may take any such action in the absence of a meeting by obtaining the approval of a majority of Executive Council Members entitled to vote with respect thereto. Any action so approved will have the same effect as if taken at a meeting of the Executive Council and shall be recorded in the minutes of the next regular meeting.

 

Section 6. Order of Business

The President or other presiding Officer, if not specifically prescribed by action of the meeting, shall regulate the order of business at all meetings. Except where otherwise provided in the charter or these Bylaws, or in regulations governing a committee, all questions raised during a meeting shall be decided by a majority vote of the active Members present and voting. All sessions shall be conducted in compliance with Robert’s Rules of Order.

 

Section 7. Quorum

Forty active Members shall constitute a quorum for all purposes at Association meetings.

 

 

ARTICLE V - DUTIES OF OFFICERS AND EXECUTIVE COUNCIL

 

Section 1. Officers

Each Officer shall serve for a one (1) year term concurrent with the Association’s

Fiscal Year. To qualify for an Officer position, a Member must have previously served on the Executive Council. The Officers shall include a President, Vice President, Secretary, Treasurer, and Immediate Past President.

 

Section 2. President

The President shall organize and direct the work and activities of the Association, subject to the general control and management of the Executive Council; preside at all meetings of the Association and Executive Council; appoint all committees, except the Executive Council; act as an ex-officio member of all committees; call special meetings of the Association when necessary; at the annual meeting, render a brief report reviewing the work of the Association during his or her term of office and make any recommendations or suggestions for the progress and welfare of the Association the President may consider advisable; and act as official representative of the Association at all public meetings, ceremonies or functions. The President shall automatically serve as Immediate Past President of the Association for the Fiscal Year following his or her term of office as President.

 

Section 3. Vice President

The Vice President shall be the President-Elect of the Association and shall perform all duties of the President in the absence or disqualification of the President; develop programs for each meeting of the Association; notify Members of all applications for Membership; represent the Association at any public meetings, ceremonies, or functions which the President does not attend; and perform such other duties as directed by the Executive Council. The Vice President shall automatically serve as President of the Association for the Fiscal Year following his or her term of office.

 

Section 4. Secretary

The Secretary shall keep minutes of all meetings of the Association and the Executive Council; attend to the correspondence of the Association; send out all required notices to the Membership; and perform such other duties as directed by the Executive Council.

 

Section 5. Treasurer

The Treasurer shall be Chairman of the Finance Committee, which shall recommend a budget to the Executive Council annually in advance of the August meeting of the Executive Council, for approval during such meeting. The Treasurer shall also supervise the financial records of the Association and the financial actions taken by the Executive Director; periodically review the financial condition of the Association; disburse funds only pursuant to the established budget or at the direction of the Executive Council; and render a report thereon at the annual meeting and at such other times as the Executive Council may require.

 

             

Section 6. Immediate Past President

The Immediate Past President shall serve as a voting Member of the Council and shall support the President and the Executive Council in the Fiscal Year following his or her service as President of the Association.

 

Section 7. Executive Council

The Association shall be governed by an executive council (the “Executive Council”). The Executive Council shall adopt an annual budget for the Association; audit the annual report of the Treasurer; and have general control and management of the affairs of the Association. The Council may decide to have one person hold the joint position of Secretary/Treasurer.

 

The authorized number of voting Members of the Executive Council shall be no less than 8 nor more than 12, exclusive of the Officers. Executive Council Members shall serve for two (2) years per term and may not serve more than two (2) full consecutive terms without rotating off the Executive Council for at least one (1) full term or unless serving in an Officer capacity. Each year, the President of the Young Lawyers Division of the Association shall be appointed as a member of the Executive Council during their one-year term as YLD President. All Members of the Executive Council shall execute conflict of interest statements, which statements shall be kept on file with the Executive Director. Whenever a vacancy exists on the Executive Council, the vacancy must be filled by a vote of the remaining Members of the Executive Council at a regular or special meeting.

 

No Member of the Executive Council will receive any compensation from the corporation other than the reimbursement of actual expenses. Executive Council members must attend at least two-thirds of all Executive Council monthly meetings and at least half of all Bar Membership monthly meetings. Members failing to meet these attendance requirements are subject to removal from the Executive Council. To facilitate Executive Council attendance at Bar Membership monthly meetings, the attendance fee for up to six (6) such monthly meetings per person per Fiscal Year shall be deemed an actual expense of service on the Executive Council and shall be borne by the Association.

 

Section 8. Executive Director

The chief employee of the Association shall be its executive director (the “Executive

Director”). The Executive Director shall be directly responsible to the Executive Council and shall supervise and/or carry out all staff functions required to effectuate the actions of the Executive Council, including maintenance of adequate offices for the Association; supervision of all other employees of the Association; collection and receipt of all monies due to the Association, including all membership dues, sponsorship and other revenue, and maintenance of an accurate account of the same; preparation and distribution of monthly financial statements of the Association prior to each Executive Council Meeting; and performance of such other duties as may be assigned by the President or the Executive Council.

 

ARTICLE VI - DIVISIONS

 

Section 1. Young Lawyer’s Division

The purpose of the Young Lawyer’s Division (YLD) is to assist the Association in its mission, to stimulate and encourage the interest and participation of YLD members in the programs of the Association, to provide activities and projects designed to be of interest and assistance to YLD members, and to engage in such activities as shall tend to further the best interests of the legal profession. The YLD coordinates activities of YLD members and serves as a medium for networking, fostering discussion, and the free interchange of ideas relative to the duties, responsibilities, and concerns of YLD members.

 

Section 2. Senior Lawyers Division

  1. Any member in good standing of the ESRBA, upon reaching the age of sixty (60) or having twenty-five (25) or more years of Florida Bar membership, shall be automatically enrolled as a member of the Senior Lawyers Division.
  2. The purpose of the Senior Lawyers Division is to assist the Association in its mission, to stimulate, encourage and maximize interest and participation of experienced/senior lawyers in the operation and betterment of the Association, to provide activities and projects designed to be of interest and assistance to its members while providing services and support to the senior members of the Association. 
  3. The Division will coordinate activities of its members, serve as a medium for networking, fostering discussion, and the free interchange of ideas relative to the duties, responsibilities, and concerns of senior members and offer assistance to senior lawyers where appropriate. 
  4. The Senior Lawyers Division shall also oversee the ESRBA Mentorship program, geared to new admittees into practice. 

 

ARTICLE VII - COMMITTEES

 

Section 1. Appointment

The Executive Council may create such Committees as it determines appropriate for the operation of the Association. The President shall appoint the Committee chair and a liaison from the Executive Council to the committee with the approval of the Executive Council. Committee members shall be selected by the President from among members of the Association in good standing. Committee members shall serve for the fiscal year of the Association. The President may remove members of those Committees for any reason including non-participation. With the prior approval of the Executive Council, each Committee shall have the power to adopt rules for its own governance.

 

Section 2. Sections  

The Board may, in addition to Committees, create various Practice, Geographic, or other Interest Sections to accomplish the aims and purposes of the Association. With the prior approval of the Executive Council, each Section shall have the power to: 

  1. Adopt rules for its own governance.
  2. Select its own Chair/Vice Chair. 

In the event a Section does not exercise its powers under a and b above, the President may select its Chair/Vice Chair.

 

Section 3. Authority

 

No Committee or Section shall obligate the Association, take any action or make any public statements in the name of the Association or of the Committee or Section except: 

  1. upon specific approval from the Executive Council or President, or 
  2. to make financial commitments that are within its approved budget upon specific approval from the Executive Council or President, or
  3. to publicize activities or events of the Committee or Section

 

Section 4. Subcommittees of the Executive Council

 

  1. Bylaws Subcommittee. The Bylaws Subcommittee shall be convened and meet periodically at the direction of the President to review and make recommendations for revisions to the Bylaws of the Association, for approval by the Executive Council and presentation to the Membership at a duly noticed meeting pursuant to Article VIII. 

 

  1. Finance Subcommittee. The Finance Subcommittee shall strive, in conjunction with the Executive Council, to devise a workable budget for the Association on an annual basis. The subcommittee shall endeavor to keep the Association fiscally sound, and shall report directly to the Executive Council and the President for final approval of any recommendations. 

 

  1. Nominating Subcommittee. The Nominating Subcommittee shall

consist of the Officers of the Executive Council. At least sixty (60) days prior to the annual meeting, the Nominating Subcommittee shall present a slate of proposed Officers and Executive Council Members for the upcoming Fiscal Year to the Executive Council for approval and circulation to the membership.

 

Article VIII – Amendments

 

Section 1. Power of Members to Amend Bylaws

 

The bylaws of the Association may be amended or repealed, or new bylaws may be adopted, by (i) the vote or written assent of two-thirds of the Members of the Executive Council, and (ii) a majority vote of the membership at an annual, regular, or special meeting.

 

Article IX – Summation Weekly Subscriptions

 

Section 1. Portion of Membership Dues Applied to a Subscription to the ESRBA’s Summation Weekly Publication

Twenty dollars ($20.00) of each person’s membership dues is applied to a subscription to the ESRBA’s Summation Weekly publication.

 

 

BE IT RESOLVED, by the Escambia/Santa Rosa Bar Association, Inc., a corporation under the laws of Florida, that the above Amended Bylaws of said corporation were duly adopted two-thirds vote of the Members of the Executive Council of the Association at the regular monthly meeting of the Executive Council of the Association, on the 10th day of June 2022 and by a majority vote of the membership of the Association at the annual membership meeting on the 14th day of July 2022.

 

 


Garrett P. LaBorde, President 2021-22

Aaron T. McCurdy, Vice President 2021-22

Christine A. Kelly, Secretary 2021-22

Joseph A. Passeretti, Treasurer 2021-22 

Heather Lindsay, Immediate Past President 2021-22