Article I. Membership

1. Any person who is a member in good standing of the Bar of New Jersey or who holds a limited license to practice law in New Jersey shall be eligible for general membership in this Association, which shall be a condition to serving as an Officer, delegate, or committee member on behalf of this Association.
2. Any person who is neither a member, a holder of a limited license, nor has been disbarred or suspended from, the Bar of New Jersey shall be eligible for associate membership provided the person is:

(a) A member in good standing of the bar of any other jurisdiction;
(b) Any student who is enrolled in any ABA-accredited law school;
(c) Any person employed by a law firm, corporate or government legal department, judicial or legal agency, or other entity devoted primarily to the practice of law, regardless of the title by which the person is classified with the entity, if such person devotes all working time to the performance of managerial and administrative duties connected with the entity;
(d) A paralegal/legal assistant who is qualified through education, training, or work experience, is employed or retained by a lawyer, law office, governmental agency or other entity in a capacity or function which involves the performance, under the direction and supervision of a lawyer, of specifically delegated substantive legal work, which work, for the most part, requires sufficient knowledge of legal concepts that, absent that paralegal or legal assistant, the lawyer would perform the task;
(e) A person who is a dean, teacher or professor of law at an ABA-accredited law school; or
(f) A person employed by a law firm, corporation or governmental department, judicial or legal agency, or other entity devoted primarily to the practice of law, whose duties are those of law librarian, and who by training and qualifications is capable of rendering special services or being of assistance to lawyers incident to their utilization of a law library. Associate members shall not be eligible to vote or hold office in this Association.

3. Membership shall terminate upon disbarment or resignation and shall cease during the period of any suspension from the practice of law.

4.(a) A member may be expelled, suspended or censured for conduct which brings discredit to this Association. The power shall rest exclusively in the Officers of this Association, which may authorize the President to appoint a committee of three to hear complaints or grievances against a member.
(b) A member shall receive thirty (30) days notice in writing of any complaint made against him or her. The notice shall specify the charges against the member and shall advise the member of the time and place of the hearing, which shall be held either before the Officers of this Association or a committee appointed in accordance with this section. The complainant shall be copied on the notice.
(c) Both the complainant and the member may appear, be represented by counsel and present evidence on their behalf. If the hearing is held before a committee, the committee shall report its findings in writing to the Officers of this Association, which shall then decide whether or not to expel, suspend or censure the member.
(d) Expulsion, suspension or censure of a member shall require at least a two-third (2/3) vote of the Officers of this Association. Any suspension decision of the Officers of this Association shall also include terms of reinstatement for the member, which shall then be conveyed to the member in writing. A suspended member may apply to the Officers of this Association for reinstatement following the period of suspension and upon meeting the terms of reinstatement. A suspended member shall be reinstated upon a majority vote of the Officers of this Association.
(e) All proceedings, including the filing of a complaint, shall be confidential and not made public unless an accused member is expelled, suspended or censured. At such time as the Officers of this Association votes to expel, suspend or censure a member, the Officers of this Association shall also decide, in its discretion, whether the investigative reports, the complaint or the disciplinary decision by the Officers of this Association shall be made public.

Article II. Dues

1. Dues shall be payable annually in an amount and manner fixed by the Officers of this Association from time to time.
2. The membership of any member who remains delinquent in dues for a period of ninety (90) days from the time dues become due, after adequate notification as determined by the Officers of this Association, shall be terminated.

Article III. Officers

1. The Officers of this Association shall be elected from among the general membership of the Association who have been members for at least one year preceding the beginning of the Association’s next fiscal year and shall be a President, First Vice President, Second Vice President, Treasurer, and Secretary. All Officers shall hold office for a term of one year and until a successor shall have been elected and qualified. To be eligible to serve as an Officer, a member's practice of law shall be primarily in the State of New Jersey.
2. Persons holding judicial positions, other than municipal court judges, shall not be eligible to be Officers in the Association.
3. The President shall preside at all meetings of the Association, appoint the members of all Committees, except as otherwise provided in these bylaws, be an ex officio member of all Committees, and perform such other duties as the Association may direct. In the event of the absence of the President, the First Vice President, and in the absence of the First Vice President, the Second Vice President, shall perform the duties of the President.
4. The Treasurer shall be responsible for the receipt of all monies of the Association, shall make authorized disbursements, and shall render to the members of the Association an annual written report of all receipts, disbursements, assets and liabilities.
5. The Secretary shall be responsible for the taking and keeping of accurate minutes of the meetings of the Association.
6. The terms of Officers shall commence as of the adjournment of the final business session of the Association’s fiscal year and shall continue until a successor shall have been elected and qualified. No member may serve in more than one Officer at any one time, except as permitted by Article V.
7. The Officers of this Association shall manage the affairs and property of the Association as Trustees. It shall perform all other duties required by these Bylaws.

8. (a) The Officers of this Association shall have full power and authority to do all acts and to perform all functions which the Association itself might do or perform.
(b) A majority of the whole Officers of this Association shall constitute a quorum at any regular or special meeting of the Officers of this Association.
(c) At the discretion of the President, individual Officers of this Association may participate and vote in any regular or special meeting of the Officers of this Association without physically attending in person, by means of a telephone conference call or any other means of communication by which all Officers of this Association participating are able to hear and otherwise communicate effectively with each other. Votes may occur either at physical meetings, via conference call or through electronic vote or such other state of the art means as consistent with this bylaw. All voting shall be initiated by a motion proposed by one of the Officers of this Association and seconded by another.

(d) The Officers of this Association may take action on certain proposals by e-mail or other generally accepted electronic means of communication. Such proposals are limited to action which, in the discretion of the President, cannot be delayed until the next regularly scheduled meeting of the Officers of this Association and for which it is not deemed necessary or economical to call a special meeting of the Officers of this Association or a conference telephone call pursuant to subparagraph (c) above. The President, or someone acting with the express authority on behalf of the President, may submit the proposal to all Officers of this Association by e-mail. Officers who respond must “reply to all” and action may be taken on the proposal after both (i) approved by email responses from a majority of the Officers of the Association and (ii) the expiration of twentyfour hours from the time the e-mail was sent to the Officers of this Association. If, however, within that twenty-four hour period, one or more Officers of this Association object to the action being taken without a regular or special meeting either in-person or by conference telephone call, then action on the proposal may not be taken unless and until adopted at a subsequent in-person or conference telephone meeting.
9. No debts shall be incurred, no contract made and no funds appropriated or disbursed without the approval of the majority of the Officers of this Association.
10. (a) Any Officer who fails to attend three consecutive regularly scheduled meetings or four meetings in a fiscal year shall be deemed to have resigned as an Officer of the Association unless, at the next regularly scheduled meeting immediately following the last such absence, this provision is waived by a majority vote of the Officers of this Association present.
(b) The Secretary of the Association shall give email notice of these Bylaw provisions to any Officer of this Association who misses two consecutive meetings or three meetings in a fiscal year, and the other Officers of this Association shall be copied on said email.
(c) In the event of the death, resignation, disbarment, or suspension from the practice of law of any Officer during his/her term, the position shall be declared vacant and shall be filled in accordance with the provisions of Article V hereof.

Article IV. Elections

1. Any general member of this Association may nominate from among the general membership of the Association candidates for the offices of President, First Vice President, Second Vice President, Treasurer, and Secretary.
2. If only one nomination is received for an office pursuant to the procedures established in these bylaws, the individual nominated shall be considered elected by acclamation. Should there be more than one nomination for an office pursuant to the procedures established in these bylaws, an Election Committee of three chosen by the President shall oversee an election conducted in accordance with these bylaws
3. For each office for which there is a contest, the Election Committee shall cause appropriate ballots containing the names of all of the nominees to be prepared. The ballot shall be accompanied by a biographical statement provided by the candidate(s) in a form approved by the Election Committee. The ballots, containing voting instructions, shall be emailed, under the supervision of the Election Committee, to each member entitled to vote. The transmission shall take place at least 30 days prior to the last business session of the Association’s fiscal year and shall be returned so as to be received at such place as designated by the Election Committee not later than 10 days before the last business session of the Association’s fiscal year.
4. Where there are more than two individuals competing for a position, a nominee must receive a majority of votes to be elected. If, after the first round of balloting, no nominee receives a majority of votes where a majority is required, or there is a tie vote among nominees for any position, the Election Committee shall cause appropriate ballots to be prepared in accordance with these bylaws for the nominees receiving the two highest number of votes or the nominees who are in a tie. The ballots shall be transmitted within thirty days following the last business session of the Association’s fiscal year and shall be returned so as to be received at such other place as designated by the Election Committee, not later than 20 days following transmission. If, after the second round of balloting, there is a tie vote for any position, the Officers of the Association who are not competing for the contested position shall vote as soon as practicable thereafter to elect one of the nominees who are in a tie to fill the position for which they are competing.
5. Once voting in a contested election for any position is completed, the Election Committee shall submit a report to the President within ten days following the date by which ballots have been returned. The President shall, as soon as practicable thereafter, publicize the results to the membership.

Article V. Vacancies

In the event of a vacancy in the office of President, the First Vice President shall assume the office of President for the unexpired term. In the event of a vacancy in the office of First Vice President, the Second Vice President shall assume the office of First Vice President for the unexpired term. In the event of a vacancy in the office of Second Vice President, the remaining Officers of the Association shall be immediately convened to recommend and elect, by majority vote, a candidate to fill the unexpired term. In the event of a vacancy in the office of Treasurer, the remaining Officers of the Association shall be immediately convened to recommend and elect, by majority vote, a candidate to fill the unexpired term. In the event of a vacancy in the office of Secretary, the remaining Officers of the Association shall be immediately convened to recommend and elect, by majority vote, a candidate to fill the unexpired term.

Article VI. Committees

1. The classes of Committees of the Association shall be:

a) Standing Committees.
(b) Special Committees as created by the Officers of the Association.

2. The Officers of the Association may create and dissolve Standing Committees upon determination that such action will enhance the functioning of the Association.
3. The Officers of the Association may establish Special Committees as will enhance the functioning of the Association. Every Special Committee created by the Officers of the Association shall terminate at the end of the last meeting of the Association’s fiscal year following its creation unless such Special Committee is continued by majority vote of the Officers of the Association. There shall be a presumption against continuation of any Special Committee for which no meeting has been held during the previous year of the Association.
4. Except as otherwise set forth in these Bylaws:

(a) the President shall appoint members to serve on Committees of the Association for terms provided by these Bylaws;
(b) the Chairperson of every Committee shall be designated annually by the President;
(c) no Chairperson of any Committee shall serve more than two consecutive years in such position
except for special reasons with the approval of the Officers of the Association;
(d) in the event of a vacancy on any Committee, the President shall appoint a successor to complete the unexpired term.

5. (a) Committee members shall be selected from among the members of the Association which may be canvassed from time to time for the purpose of appointing Committee members.
(b) All Standing Committees shall consist of three members, each of whom shall serve until the adjournment of the last meeting of the Association’s third fiscal year following the appointment and until a successor is appointed.
(c) In the event that the Officers of the Association creates a Standing Committee, in the original appointments to such Committee, the President shall designate one member to serve until adjournment of the last meeting of the Association’s first fiscal year following the appointment; one member to serve until the adjournment of the last meeting of the Association’s second fiscal year following the appointment; and one member to serve until adjournment of the last meeting of the Association’s third fiscal year following the appointment, but thereafter successors shall be appointed for three-year terms.
(d) Each Special Committee shall consist of a chairperson and such members as are appointed by the President. Each member and Chairperson shall serve until the adjournment of the last meeting of the Association’s fiscal year following the appointment. In the event that the Officers of the Association continue the Special Committee, it shall be necessary for the President to appoint a Chairperson and members. There shall be a presumption against reappointment to a Special Committee of any member who had previously been appointed to such Special Committee and who had not attended any meetings of such Special Committee during the previous year.
(e) The President shall have the authority to appoint additional members to serve on any Standing Committee only during the President's term of office, unless otherwise limited by these Bylaws.
(f) Except as otherwise provided in these bylaws, the President of the Association shall be an ex officio member of every Committee of the Association. The President may designate another individual to serve in the President's place on any Committee. Except as otherwise provided in these bylaws, neither the President nor the President's designee shall be entitled to a vote on any Committee
6. Meetings of each Committee shall be held upon call of its chairperson. Each Committee shall, subject to the determination of the Officers of this Association, determine its own meeting procedures. Each Committee shall meet at least twice annually.

Article VII. Representation of the Association

1. The President, or a person designated by the President, shall express the policy of the Association as determined by the Association or by the Officers of this Association and shall make no statements nor take any public positions or actions in conflict with those of the Association. No Committee or other member may represent the Association or any other Committee thereof before any legislative body, court, governmental agency, or other tribunal, or communicate with any news media or the general public on behalf of the Association, or any other Committee thereof, unless authorized to do so by the Officers of this Association. No Committee, or member thereof, shall communicate any view or position on behalf of said Committee before any legislative body, court, governmental agency or other tribunal, or to any news media or the general public, except in accordance with section 3 of this Article. Whenever representation requires the filing of any report or brief, no such report or brief shall be filed until a copy thereof has been submitted to and approved by the Officers of this Association, or such of its members as the Officers of this Association may designate to act for it.
2. No report, recommendation or other action of any Committee shall be considered as the action of the Association until it shall have been approved by the Officers of this Association. No Committee or any member thereof shall release any report of such Committee to the public without the approval of the Officers of this Association. The Officers of this Association may authorize a Committee to communicate the view of the Committee upon a finding either that the Association has communication does not conflict with the best interests of the Association.
3. A Committee may communicate its view or position before a legislative body, governmental agency, court, or other tribunal, or to the news media in the following circumstances: (a) The particular communication is approved by the Officers of this Association; or (b) The matter giving rise to the need for the communication is sufficiently urgent that it cannot await a meeting of the Officers of this Association, and the particular communication is approved by at least a majority of the Officers of this Association, provided that for the determination thereof, the Officers of this Association may meet by conference call or be assembled in a meeting, and further provided that the matter shall be reported to the Officers of this Association at its next meeting. The Committee shall in such communication specifically disclaim any representation of the Association in the matter.
4. A member who, when making a public utterance, permits himself or herself to be identified as having an official connection with the Association or one of its Committees, shall, if the Association has determined a policy on the subject matter of the utterance, fairly state that policy and, if expressing a view at variance with it, clearly identify the variance as the member's personal views only. If there has not been, or the member has no knowledge of, any such policy determination, the member shall nevertheless identify the utterance as personal views.

Article VIII. Meetings, Order of Business, Fiscal Year

1. Meetings:

(a) The members of the Association shall hold regular meetings at least once monthly, except in the months of June, July, August, and Ramadan, at such time and place as shall be fixed by the President.
(b) Special meetings of the Association may be called by the President at any time, the same to be held at such time and place as may be designated in the call. The President shall call special meetings when directed by the Officers of this Association or when requested in writing by five (5) general members of the Association. The Secretary shall give fifteen (15) days' notice of the time and place of all meetings and the purposes of all special meetings to all members by email.
(c) At least 50% of the Officers of the Association shall constitute a quorum at any regular or special meeting.
(d) Only Officers of the Association registered at the meeting shall be entitled to vote on business brought before the meeting.

2. The membership of any member who remains delinquent in dues for a period of ninety (90) days from the time dues become due, after adequate notification as determined by the Officers of this Association, shall be terminated.
2. The Order of Business at the meetings of the Association shall be as follows except when changed by the Officers of the Association:

(a) Final call for reading of resolutions
(b) Report of Treasurer
(c) Reports of Committees
(d) Miscellaneous Business

3. There shall be no vote by proxy at any meeting of the Association or a Committee.
4. Any committee may act without an in-person meeting if the members of the committee may participate in a meeting by means of a telephone conference call or any other means of communication by which all members are able to hear or otherwise communicate effectively with each other. Votes may occur either at physical meetings, via conference call or through electronic vote or such other state of the art means as consistent with this bylaw.
5. Resolutions:

(a) Any resolution submitted to the Secretary and signed by any five (5) general members of the Association at least ten (10) days prior to any meeting of the Association shall be referred for consideration to the Officers of the Association. Only resolutions which have been properly filed in accordance with these Bylaws shall be considered by the Officers of the Association. At the first business session of the meeting, the President shall bring to the attention of the Association the nature of the resolutions theretofore submitted to the Secretary.
(b) Every resolution offered for the consideration of the Association shall be in writing and shall be concise in form

6. The fiscal year of the Association shall begin July 1 and end June 30.
7. Any question involving the interpretation of these Bylaws shall be decided by the Officers of the Association, and if such question arises in the course of any meeting, by the President of the Association. Decisions by the President shall be effective only for the purpose of the meeting during which the question was raised.
8. The President shall serve as Parliamentarian at any meeting of this Association.
9. All meetings shall be conducted in accordance with the Roberts Rules of Order except where these Bylaws contain inconsistent provisions, in which case these Bylaws shall prevail.

Article IX. Amendments

1. Amendments to these Bylaws may be proposed by a two-thirds (2/3) vote of the Officers of the Association at a meeting of the Officers of the Association at which a quorum is present at the time of the vote.
2. The Secretary shall email the proposed amendment to the members of the Association as soon as practicable after receipt.
3. The proposed amendment shall be adopted only at the next business or special meeting of the Association at least thirty (30) days after emailed by the Secretary to the members of the Association if at least two-thirds (2/3) of the Officers of the Association vote favorably thereon.

Article X. Indemnification of Officers Against Liabilities and Expenses

1. The Association shall indemnify all corporate agents against all expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his or her being or having been such a corporate agent other than a proceeding by or in the right of the Association if: (a) such corporate agent acted in good faith in a manner he or she reasonably believed to be not opposed to the best interest of the Association; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his or her conduct was unlawful.
2. All terms used herein shall have the meanings attributed to such terms as set forth in N.J.S.A. 15A:3- 4 (a).
3. It is intended that the rights of indemnification provided hereunder shall be as broad as permitted under the laws of the State of New Jersey. Without limiting the foregoing, the Association herewith adopts the provision of N.J.S.A. 15A:3-4 as though fully herein set forth; wherever said statute permits the Association to provide indemnification, this Bylaw shall be deemed to require such indemnification to be provided by the Association.