National Italian American Bar Association

Constitution and By-Laws

ARTICLE I - PURPOSE AND PRINCIPLES OF THE ORGANIZATION

The purpose for this organization is to foster unity, fellowship, and support among Italian-American law students who share common educational, professional and cultural pursuits.

The purpose of the organization, and the implementation of those purposes, shall be in accordance with the policies now and hereafter established by National Italian-American Bar Association.

ARTICLE II - NAMES, SEALS AND OFFICES

Section 1. NAME. The name of this organization is National Italian American Bar Association.

Section 2. SEAL. The board of Directors may designate and change the form of the seal or the inscription hereon at their discretion.

Section 3. OFFICES. The principal office of the organization shall be in Albuquerque, New Mexico.

ARTICLE III - MEMBERS AND MEETING OF MEMBERS

Section 1. MEMBERSHIP. The members of the organization shall consist of any law student enrolled in the University of New Mexico School of Law who has paid membership dues.

Section 2. REMOVAL OF MEMBERS. Any member may be removed from membership by the affirmative vote of a majority of the entire membership, registered in person, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives or principles or unity, or for refusal to render assistance in carrying out its purposes.

Section 3. RIGHTS OF MEMBERS. Each member of the organization shall have the right to cast one vote on all actions for which members shall have a right to vote. Any member may inspect all books and records of the organization for any proper purpose at any reasonable time. The right of a member to vote and their right, title and interest on or to the organization shall cease on the termination of his membership. No member shall be entitled to share in the distribution of the organization assets upon the dissolution of the organization. Every member has a right to attend all Executive Board meetings as well as Committee meetings.

Section 4. RESIGNATION OF MEMBERS. Any members may resign from the organization by delivering a written resignation to the President, Vice-President, or Secretary.

Section 5. ANNUAL MEETINGS. The annual meeting shall be held at the principal office of the organization during the first full week in April each year for the purposes of electing officers, appointing an election committee, and for the transaction of such other business as may properly come before the meeting.

Section 6. NOTICE OF ANNUAL MEETING. Notice of the time, place, and purpose or purposes of the annual meeting shall be served, either personally or by campus email, not less than five (5) days nor more than thirty (30) days before the meeting upon each person who appears upon the books of the organization as a member and, if mailed, such notice shall be directed to the member at their campus mail address as it appears on the books of the organization, unless she/he shall file with the Secretary or Treasurer of the organization a written request that notices intended for them to be mailed to some other address, in which case it shall be mailed to the address designated in such request.

Section 7. SPECIAL MEETINGS. Special meetings of the members other than those regulated by statute, may be called at any time by the President, Vice-President, Secretary, Treasurer, and must be called by the President, Vice-President, Secretary, Treasurer on receipt of a written request of one-third of the members of the organization.

Section 8. NOTICE OF SPECIAL MEETINGS. Notice of special meetings stating the time, place and purposes or purpose thereof shall be served personally, campus email, or by campus mail upon each member not less than five (5) days nor more than thirty (30) days before such meeting and, if mailed, such notice shall be directed to each member at his campus mail address as it appears on the books or records of the organization, unless they have filed with the Secretary a written request that notices intended for him/her shall be mailed to the address designated in such request.

Section 9. QUORUM. At any meeting of members of the organization, the presence of thirty-three percent (33%) of the members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director. A quorum, once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough directors to leave less than a quorum.

Section 10. VOTING. At every meeting of members, each member shall be entitled to vote in person or by proxy executed in writing and hand delivered to the Secretary. Each member of the organization shall be entitled to one vote on each matter to be submitted to a vote of members. Upon the demand of any member, the vote upon any question before the meeting shall be by written ballot. All questions shall be decided by a simple majority vote of the persons present and proxy cast.

Section 11. REMOVAL OF DIRECTORS OR OFFICERS. Any director or officer may be removed from office by the affirmative vote of a majority of the full membership who is registered in person at any regular or special meeting called for that purpose. The director or officer may be removed from office for conduct detrimental to the interest of the organization, for lack of sympathy with its objectives, for non-feasance, malfeasance or misfeasance, or for refusal to render reasonable assistance in carrying out its purposes. Furthermore, any member of the Board of Directors who misses three (3) consecutive Board meetings without reasonable excuse may be replaced by the affirmative vote of the majority of the other members of the Board of Directors. Any officer or director proposed to be removed shall be entitled to at least five (5) days notice in writing by campus mail of the proposed removal, of the meeting time and place at which such removal is to be voted upon. They shall also be entitled to appear before and heard at such meeting. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer to removed.

ARTICLE IV - OFFICERS

Section 1. NUMBER. The officers of the organization shall be the President, Vice-President, Secretary, Treasurer, and First Year Class Representative officer, and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the General Membership. The same person may not hold two offices.

Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers of the organization shall be elected annually by the members of the organization from among their number. Members elected to be officers shall by such election also become members of the Board of Directors.

  1. The Board of Directors shall appoint an election Committee. The Election Committee shall consist of current paid corporate members and shall follow the Bylaws of the Corporation. Members of the Election Committee cannot be a candidate for a newly elected office.
  2. The election shall take seven (7) days, first with nominations to the Election Committee, a candidate forum, and a two-day election. The Election Committee shall determine the time and deadline for accepting nominations, and shall provide the general members a list of all candidates. The Election Committee will designate a forum for all candidates. The election will be held for two (2) days, most convenient for the entire Corporation, determined by the Election Committee.
  3. The candidate must receive a plurality, an excess of the votes cast for one candidate over those cast for any other, and the person who receives the greatest number of votes has a plurality.
  4. In an event of a tie, the newly elected Board of Directors shall cast a secret ballot to un-break the tie within two (2) days of the election. In an event of a Board of Directors tie, the two candidates will again have a special election by the General members of the organization.
  5. The Election Committee shall announce the results within twenty-four (24) hours to the General members. The new officers shall assume their responsibilities at 12:00 p.m. (noon) the day after the announcements of the Election Committee.
  6. A member is eligible to vote in the annual election of officers, as well as in any ensuing special election, provided that the organization member must have paid current membership dues no later than the day before the general election.

Section 3. VACANCIES. In case any office of the organization becomes vacant by death, resignation, disqualification, or any other cause, the majority of the general membership may elect an officer to fill the vacancy, and the officer so elected shall hold office and serve until the next annual election.

Section 4. PRESIDENT. The President shall preside at all meetings of members and of the Board of Directors. He or she shall have and exercise general charge and supervision of the affairs of the organization and shall do and perform such other duties as may be assigned to him or her by the Board of Directors.

Section 5. VICE-PRESIDENT. At the request of the President in the event of his or her absence or disability, the Vice-President shall perform the duties and exercise the powers of the President; and to the extent authorized by law, the Vice-President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 6. SECRETARY. The Secretary shall have charge of all papers and documents as the Board of Directors may determine and shall have the custody of the Corporate Seal. The Secretary shall attend and keep the minutes of all the meetings of the Board of Directors and members of the organization. The Secretary will keep a record containing the names of all persons who have placed their names of membership rolls, showing their places of residence, and such records shall be opened for inspection as prescribed by law. The Secretary may sign with the President in the name of and on behalf of the organization, any contracts or agreements authorized by the Board of Directors, and shall affix the Seal of the organization if there is any. The Secretary shall execute and fill all annual reports required by law. The Secretary in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors and shall do and perform such other duties as may be assigned by the Board of Directors.

Section 7. TREASURER. The Treasurer shall have custody of all trust funds, property, and securities of the organization, subject to such regulations as may be imposed by the Board of Directors. The Treasurer may be required to give bond for the faithful performance of the duties of the office, in such sum and sureties as the Board of Directors may require. The Treasurer when necessary or proper may endorse on behalf of the organization for collection of checks, notes and other obligations, and shall deposit the same to the credit of the organization in such bank or banks or depository as the as the general membership may designate. The Treasurer shall sign all receipts and vouchers and together with such other officer or officers, if any, and shall be designated by the Board of Directors. The Treasurer shall sign all checks of the organization and all bills of exchange and promissory notes issued by the organization, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the organization. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the organization. The Treasurer shall enter regularly on the books of the organization to be kept by the Treasurer for the purpose, full and accurate account of all monies and obligations received or incurred by the Treasurer for or in account of the organization. They shall exhibit such books at all reasonable times to any director or member on application at the offices of the organization. The Treasurer shall issue a report of the Treasury at all meetings of the Board of Directors and meetings of the organization. The Treasurer shall, in general perform all duties incident to the office of the Treasurer subject to the control of the general membership.

Section 8. FIRST YEAR CLASS REPRESENTATIVE. The purpose of the First Year Class Representative is to ensure representation of the first year law class and participate in the organization's policy and decisions. The First Year Law Representative in general, shall perform all the duties incident to the office of First Year Law Representative, subject to the control of the Board of Directors and shall do and perform such other duties as may be assigned by the Board of Directors.

ARTICLE V - COMMITTEES

The Board of Directors may appoint from their number or from among such persons as the Board may see it fit, one or more committees and at any time may appoint additional members thereto. The Members of any such committee shall serve at the pleasure of the Board of Directors. Such committees shall advise with and aid in the officers of the Corporation in all matters designated by the Board of Directors. Each committee may, subject to the approval of the General Membership prescribe rules and regulations for the call and conduct of the meetings of the committee and other matters relating to this procedure. The members of any committee shall not receive any stated salary for their services.

ARTICLE VI - AMENDMENTS

Section 1. BY MEMBERS. The Bylaws may be altered, amended or repealed at any meeting of members of the organization by a majority vote of all the members, represented in person, proved that the proposed action is inserted in the notice of such meeting.

I Hereby Certify that the foregoing Bylaws of the National Italian American Bar Association, consisting of Articles I through VI, and being 5 pages, are the Bylaws adopted at a meeting of the members of the National Italian-American Law Student Association.

I FURTHER CERTIFY that said Bylaws remain in full force and effect and without changes as of the date of this certification.

IN WITNESS WHEREOF, I have hereunto set my hand as President of the Organization this____________ day of _______________________________, 2006.

 

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TINA MUSCARELLA GOOCH
PRESIDENT