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BYLAWS
OF
THE HAITIAN LAWYERS ASSOCIATION

Amended and Ratified on February 24, 2017   

Article I

Name and Place of Business

Section 1.        Name.              The name of this organization shall be the Haitian Lawyers Association, Inc. (“The Association”).

Section 2.        Principal Office.          The principal office for the transaction of business of the Association shall be at such address in Miami-Dade or Broward County, Florida, as may be designated by the Board of Directors.

Article II

Mission

The Association is a Florida Not for Profit Corporation whose mission is to promote excellence, professionalism, equality, and diversity in the legal profession. The Association also seeks to facilitate the administration of justice while striving to protect and promote the general welfare of the Haitian-American community and of other residents in the South Florida area.  In addition, the Association is dedicated to assisting young lawyers to develop into productive, essential and active members of the legal community.

Article III

Purpose

The purpose of  the Association shall be to:

  1. Articulate and promote the goals and objectives of Haitian-American Lawyers;
  2. Promote a greater awareness of, and commitment to, the civil and political rights of the Haitian-American Community;
  3. Develop relationships with the Florida Bar, voluntary bar associations, Haitian-American and other organizations  to address issues of significance to our membership and community;
  4. Support Haitian-American and other minority law students;
  5. Promote the general welfare of Haitian-Americans in South Florida;
  6. Uphold the honor and integrity of the legal profession, both on a local and national level;
  7. Create networking opportunities and advocate for issues impacting our membership.

Article IV

Membership

Section 1.        Membership Classifications.  Membership Classifications in the Association are as follows:

(a)        Regular Members

(b)        Lifetime Members

(c)        Honorary Members

(d)        Associate Members

 

(a).        Regular Members. A Regular member shall be any person licensed to practice law in the United States of America or its possessions and territories and whose membership is in good standing.

(b).        Lifetime Members. A Lifetime member shall be any member of the Association who has met specific requirements as set forth by the Board of Directors for Lifetime Members.  Lifetime Members shall enjoy any rights, privileges and/or benefits granted to them by the Board. They shall be  recognized in such manner as the Board may decide. The Secretary of the Association shall maintain a roster of Regular Members and Lifetime Members.

(c).      Honorary Members.    An Honorary Member shall be any person chosen by the Board for outstanding service to the Association. They shall pay no dues, shall not hold office and shall have no vote in the affairs of the Association. Only non-lawyers shall be eligible for Honorary Membership.

(d)        Associate Members.    An Associate member shall be any person who is currently enrolled in an U.S. law school or who has graduated from an ABA accredited law school. An individual licensed to practice law in the Republic of Haiti shall also be eligible for Associate Membership. Associate members shall not be entitled to hold office and shall not participate in the election of officers of the Association. In addition, non-attorney individuals are eligible for associate membership.

Section 2.        Member in Good Standing. A member in good standing shall be defined as any person who has been accepted as a member of the Association after the submission of  a written application and the payment of appropriate dues and has not been subject to suspension or termination of membership as set forth in Section 3.

Section 3.        Suspension or Termination of Membership.   Any member of the Association may be censured, suspended or terminated for good cause shown by a super-majority vote of the members in good standing or super-majority vote of the Board. Examples of good cause include, but are not limited to, conviction in a Court of law of any felony and/or disbarment.

Article V

Fiscal Year and Dues

The Association’s fiscal year shall begin on March 1st and end on February 28th of the following year.

Section 1.        Schedule of dues.       Annual dues shall be established by the Board and approved by the general membership. Dues are:

(a)        Attorneys practicing five (5) years or more – $100.00

(b)        Attorneys practicing five (5) or less years –  $50.00

(c)        Associate members-  $25.00

(d)        Associate members (licensed in the Republic of Haiti) – $75.00

Section 3.        Membership dues.

(a)        Dues shall be paid  on March 1st of each year.

(b)        Non-payment of dues precludes any member from voting on the Association’s business and from participating in the Association’s general election process. However, upon payment of dues in accordance with section 3(a) of this Article said member shall enjoy the privileges of regular membership.

(c)        A member  who fails to pay dues on or before June 1st of the year in which they are due, shall be listed on the roster as a non-financial member. A non-financial member shall not be allowed to participate in the official business of the Association.

(d)       A non-financial member shall be fully reinstated as a regular member upon payment of dues for the fiscal year in which reinstatement is sought.

Article VI

General Membership Meetings

Section 1.        Annual Meeting. –        The Association shall hold an annual meeting of the members in December of each year on a date to be determined by the Board. It shall be the purpose of that meeting to elect Directors and Officers of the Association and for the transaction of such other business as may come before the membership. The Board of Directors may designate such other date as in their judgment may be appropriate for the Annual Meeting of the Membership.

Section 2.        Regular Meeting.        Regular meetings of the Association shall be held on a day and time determined by the Board and shall be held at least once a month. The Board of Directors may determine whether meetings are necessary and a majority vote of the Board can cancel said meeting upon reasonable notice to members.

Section 3.        Special Meetings.        Special meetings may be called by the (i) President, (ii) by four members of the Board of Directors, or (iii) by not less than sixty (60%) of the members having voting rights. Notice of any special meeting must be given at least seventy-two (72) hours before the meeting and shall state the date, time, place, and purpose for such meetings.

Section 4.        Quorum and Voting.

  1. Eight members in good standing at a duly noticed meeting shall constitute a quorum for the transaction of business at any regular or special meeting. However, this requirement shall not be applicable in circumstances where a simple majority of the Board are present at any regular or special meeting.
  2. Except as otherwise provided by these By-Laws, the meetings of the Association shall be conducted in accordance with Robert’s Rules of Order, as revised. At all meetings of the Association, the order of business shall be prescribed by the presiding officer.
  3. All items or issues requiring a vote by the membership shall require a simple majority vote to pass, except as otherwise specifically prescribed in these By-Laws. Each member shall have one vote.

Article VII

Management of Organization

Section 1.        General Powers. The affairs of the  Association shall be managed by its Board of Directors.

Article VIII

Board of Directors

Section 1.        Composition and Term of Board of Directors.

  1. The Board of Directors shall consist of eleven (11) members, six (6) Officers and five (5) elected Directors. Officers and Directors shall be elected by simple majority vote of the Membership at the Annual Membership Meeting.
  2. Each Board Officer shall hold office for a period of one (1) year or until his or her successor is duly elected.
  3. Each elective director shall hold office for a period of two (2) years or until his or her successor director is duly elected. The term of office of at least two (2) elective board members must end on alternative years.

Section 2.        Board Meetings.

  1. Meetings of the Board of Directors shall be held regularly at such times and places as the Board may set. Written notice of each Board meeting shall be provided not less than seven (7) days before the meeting, or as otherwise acceptable to the Board.
  2. Reasonable notice shall be given for all meetings of the Board. Reasonable notice shall be considered at least 24 hours’ notice prior to the meeting. Notice shall specify the matter to be considered at such meetings, and such notice may be through email, telephone,  or other written form. Minutes of the business conducted at all meetings of the Association and/or the Board of Directors shall be made available to any regular member upon written request.

Section 3.        Quorum and Voting.

A simple majority of the Board Membership shall constitute a quorum for a Board Meeting.

Article IX

Removal of Board Members

Section 1.        Removal of Board Members.

The absence of a Board member from five (5) regular Board meetings or five (5) regular Membership meetings during any term of office without written excuse, acceptable to a majority of the Board, shall result in automatic removal from office and such office shall become vacant at the conclusion of the next scheduled meeting of the Board.

Section 2.   Removal by Supermajority Vote. Any Board Member or Officer may be removed by the Board of Directors by super- majority (2/3) vote, for good cause.

Article X

Officers

Section 1.         Officers.         The Officers of the Association shall consist of a President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past President. These Officers shall be elected by simple majority vote of the Membership at the Annual Meeting. Each Officer shall hold office for a period of one (1) year or until his or her successor is duly elected.

Section 2.        President.  The President serves as the Chair of the Board of Directors. The President ensures that the Board of Directors fulfills its responsibilities for the governance of the Association. He or she shall preside at all meetings of the Association and Board of Directors; shall appoint all committee chairpersons; and shall perform all the duties as are usually exercised by Presidents or which may from time to time, be delineated in these By-Laws or detailed by the Board of Directors.

Section 3.        Vice President.        The Vice President shall monitor the work of the standing committees and ad hoc committees of the Association. The Vice President will also perform such duties as are delegated to him or her by the President or the Board of Directors. In the event that the President is absent or unable to perform, the Vice President shall perform the duties of the President.

Section 4  President-Elect  The President-Elect collaborates with the President to learn the role of the President, to become familiar with the programs of the Association and its governance, and to develop and facilitate officer transition. The President-Elect assists and supports the President, as needed, and plans for the upcoming Presidential year. The President-Elect shall automatically become President at the end of his or her term as President-Elect.

Section 5.        Secretary.        The Secretary shall keep an accurate written record of all meetings of the Association and of the Board of Directors and shall be responsible for maintaining the permanent files of the Association. The Secretary shall also be responsible for receiving, administering and disbursing all correspondence received or sent by the Association. The Secretary will be responsible for maintaining the Association’s post office box and shall keep a record of the names and addresses of all the members of the Association. The official communication method for the Association shall be email. The Secretary shall be responsible for promulgating all email and other communication between the Board of Directors and the membership.

Section 6        Treasurer.        The Treasurer shall be the custodian of all funds of the Association, shall be responsible for the collection and disbursement of all funds, shall supervise the preparation of the annual budget, shall maintain the list of regular members and shall perform such other duties as may, from time to time, be delegated to him or her by the Board of Directors. 

Section 7         Immediate Past President. The Immediate Past President provides advice to the Board of Directors regarding past practices and other matters to assist the Board in governing the Association. The Immediate Past President supports the President and the President-Elect on an as-needed basis.

Article XI

Committees

Section 1.        Composition and Appointment.

  1. There shall be standing committees in addition to the Board, with powers and duties set forth herein.
  2. Each Board member shall serve on at least one (1) committee during each term of office as provided below.
  3. Special committees, as required from time to time, may be created with such powers and duties as may be approved by the Board.
  4. The President shall appoint the chairperson of all standing and special committees. Whenever possible, chairpersons shall not be elected officers of the Association. Each committee shall consist of at least one (1) member of the Board of Directors.
  5. The chairperson of each standing and special committee shall be responsible for the progress and effectiveness of the committee and shall provide a report to be submitted for the Association’s consideration at all Board and regular meetings in order to facilitate the committees’ functioning.
  6. The President shall be an ex-officio member of every committee and may call a meeting of any committee.
  7. The chairperson of each committee shall turn over to the Secretary at the end of the fiscal year all permanent records and files of the committee.

Section 2.        Standing Committees.       The standing committees of the association shall be as follows: Membership Committee, By-Laws Committee, Community Service Committee, Gala Committee, Professional Growth and Development Committee, Issues Committee, Networking Committee, and Marketing and Public Relations Committee

  1. A. Membership Committee. The Membership Committee shall implement the guidelines for membership in the association and promote the Association’s growth through planned activities to encourage persons eligible for membership to join the Association.
  2. By-Laws Committee. The By-Laws Committee shall review the By-Laws and shall propose revisions and amendments as appropriate and shall provide recommendations to the Board regarding such revisions and amendments.
  3. Gala Committee. The Gala Committee shall organize the Association’s Annual Gala to be held in February or March of every year. The Board of Directors may designate such other date as in their judgment may be appropriate.
  4. Professional Growth and Development Committee. The Professional Growth and Development Committee shall plan and implement programs designed to enhance the professional growth and skills of the members of the Association in delivering legal services. The Professional Growth and Development Committee shall also ensure that programming is offered with a particular focus to enhance the skill-set of young lawyers. This committee will also consider and inform the general membership of the Association of Pro-Bono opportunities.
  5. Issues Committee. The Issues Committee shall assist the Board of Directors in preparing the positions of the Association on issues of local and national concern which may impact or affect the Association or its purpose as set forth in the Association’s By-Laws.
  6. Networking Committee. The Networking Committee shall plan events that provide members an opportunity to network and socialize within the Association, with the legal community at large, and with other voluntary Bar associations.

 

  1. Marketing and Public Relations Committee. The Marketing and Public Relations Committee shall establish and maintain the Association website, social media outlets, the Newsletter, and outreach with other Voluntary Bar Organizations and the community at large.

Article XII

Vacancy of Office

Section 1.        Definitions.     A Board position shall be considered vacant if a Board member resigns, fails to complete his or her term, misses five (5) regular meetings without written or oral explanation or is removed under Article IX.

Section 2.        Office of the President.          In the event the office of President becomes vacant, the Vice-President shall assume the office of President.

Section 3.        All other Board positions.

  1. If any other Board position becomes vacant, the President shall declare an election within a reasonable time to fill the vacancy. The President shall have the power to fill the vacancy during the interim.
  2. If both the office of the President and Vice-President become vacant, the President-Elect shall complete the term of the President and shall appoint a Vice-President.

 

 

 

 

Article XIII

Election Code

Section 1.        Election Procedure.

An Election shall be held at the Annual Membership Meeting in December or at such other date and time to be determined by the Board of Directors. An Election Committee may be created to establish and oversee the election process.

Section 2.        Election Committee.

  1. An Election Committee chairperson shall be appointed by the President. The balance of the Committee shall be selected as provided below.

(i)         The Election Committee shall consist of no more than five (5) regular members including the Chair.

(ii)        In the event that five (5) or more regular members volunteer for the Election Committee, the President shall designate a random process by which four (4) regular members will be chosen.

(iii)       Two alternates, who are Regular members shall serve as members of the Election Committee in case any Committee member fails to perform his or her duties. The alternates shall be elected by the same random process used to elect the Election Committee.

(iv)       The members of the Election Committee shall not be:

  1. A candidate for any office in the election;
  2. On suspension or terminated pursuant to Article III, Section 6 of these By-laws;
  3. An officer in the Association; and
  4. A relative of any candidate in the election by blood or otherwise.

Section 3.        Election Committee Duties.

  1. To organize, supervise, and conduct all official elections of the Association in compliance with this code;

 

  1. To report all violations of the Election Code to the Board;

 

  1. To post all information concerning an election; which will include, but is not limited to, notifying regular members by mail of the nominating candidates on or before the March general meeting;

 

  1. To ensure that only regular members vote;

 

  1. To count the ballots;

 

  1. To present a written election report on the propriety of the election to the outgoing Board.

Section 4.        Procedure for Nomination.

  1. Any regular member may nominate another regular member by filing a written nomination. If an Election Committee has been formed, the written nomination shall be provided to the Election Committee. The Election Committee shall prepare and present a nomination ballot.

 

  1. Nominations with the candidate’s biography should be submitted prior to the election. Additional nominations may be made by the membership at the Annual Membership Meeting, however, the qualifications and requirements listed herein for candidates for the Board of Directors shall apply to such additional nominees. The persons receiving the largest number of votes from the membership shall be declared to be elected Officers and Directors of the Association.

 

  1. Candidates may only run for one Officer or Director position. After nominations are received, in the event that a candidate has been nominated for more than one position, the Election Committee or other authorized committee or individual shall request that the prospective candidate select one position.

Section 5.        Qualifications, Terms of Office and Term Limits.

  1. All candidates shall be members in good standing of the Association.

 

  1. Term of Office for Board Officers shall be one (1) year. No Officer shall serve in the same office for more than two consecutive terms.

 

  1. Term of Office for Board Directors shall be two (2) years. No Director shall serve more than two consecutive terms.

 

  1. Newly elected officers shall take their positions within two months after said election, at such time as decided by the Board of Directors

Section 6.        Voting Procedure.

  1. Only members in good standing shall be able to vote at any and all elections.

 

  1. The Election Committee, or other applicable committee or individual, shall verify the membership status of each regular member before a ballot is issued to that regular member.

 

  1. All Officers and Directors will be elected by majority vote.

 

  1. The Elections Committee, or other applicable committee or individual, shall count all ballots and announce the result at the election. At least three (3) members of the Election Committee, or other applicable committee, shall be present at the counting.

Section 7.        Election Procedures.

  1. The order of the Election process shall be Secretary, Treasurer, Vice-President then President-Elect.

 

  1. Any unopposed candidate shall automatically be elected, and may briefly speak to the electorate. If there is opposition, each candidate may speak on his or her own behalf for up to five (5) minutes.

 

  1. The vote shall be taken by secret ballot, said ballot to be collected by members of the election committee.

 

  1. In case of a tie among any candidates, the electorate may invite the remaining candidates to speak for up to three (3) more minutes and then continue to ballot until a selection is made.

Section 8.        Proxies.          No vote shall be made by proxy.

Section 9.        Factual Questions.

  1. The Election Committee, or other applicable committee or individual, may answer a factual question, but shall not give any opinion regarding any candidate.

 

  1. The Election Committee, or other applicable committee, on its own motion or at the written request of any voter or candidate, shall promptly decide any question arising under these rules or otherwise relating to the election, including a complaint that a candidate has broken these rules.

 

  1. The decision of the Election Committee shall be final with regard to any factual question so decided.

Section 10.      Disqualification.

  1. The Election Committee, or other applicable committee, shall on the basis of clear and convincing evidence, disqualify any nominee who has broken this Code.

 

  1. The President shall give timely notice to any nominee who is liable to be so disqualified, who may personally appear before the Election Committee and confront any evidence against him or her.

 

  1. Any such proceeding shall be private and confidential, unless the nominee waives his or her right to privacy and confidentiality.

 

  1. The Election Code shall be reasonably construed.

 

Article XIV

Section 1.        Endorsement of Candidates for Public Office.          The Association shall not endorse any candidates for public office.

Article XV

Contracts

The Board of Directors may authorize any Officer(s) or Director(s), to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Association and such authority may be general or confined to specific instances. All documents and instruments must be signed by at least two officers.

Article XVI

Handling of Resources

 

Section 1.         Checks, Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of Association shall be determined by the Board of Directors.

Section 2.         Deposits.  All funds of HLA shall be deposited from time-to-times to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 3.        Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association only if the gifts may be used to promote the mission of the Association. A super-majority vote of the Board is required to accept any gift in excess of $500.

 

 

 

 

Article XVII

Conflict of Interest

Any contract or other transaction between the Association and one or more of its Directors or Officers or any other corporation, firm, association, or entity in which one or more of the Directors are directors, officers, or are financially interested shall be void unless:

(a) the fact of such relationship or interest is disclosed or known to the Board of Directors authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote(s) of the conflicted Director(s); and

(b) the contract or transaction is fair and reasonable as to the Association at the time it is authorized by the Board or a duly authorized committee.

Article XVIII

 Amendments

These By-Laws may be amended, altered, or rescinded only by the affirmative vote of two-thirds (2/3) of the Directors and Officers of the Association at any meeting of the Board, provided that a quorum is present and further provided that written notice of the proposed amendment, alteration, or rescission of the By-Laws shall have been given to all members at least one week prior to the date of ratification. All amendments must be ratified by 2/3 of the members of the Association at the Annual Membership Meeting.

Effective Date.           All revisions of or amendments to the By-Laws receiving the approval of the Association as designated herein shall become effective upon approval.