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Bar News - October 17, 2008


Digest of Proposed Amendments to NHBA By-Laws

Click the links for full text of the proposed amendments to the NHBA By-Laws and Constitution to be voted on at a special membership meeting on November 3, 2008.

ARTICLE I

Reference to member record-keeping duties were changed in Section 1 and Section 2 to refer to the Association, instead of the Association Secretary. Also, amendment adds a requirement that Active status members provide an e-mail address.

Section 3. Certification is revised to read: "The Association from time to time shall certify to the Clerk of the Supreme Court any changes in the roll of active members."

ARTICLE II

Membership Dues

Section 3. Full-time Judicial Members revised to specify "State court judges who are Mmembers of this category" may attend regular New Hampshire Bar Association Continuing Legal Education programs without payment of additional continuing legal education registration fees beyond the yearly regular CLE fee paid by the Administrative Office of the Courts to the Association to cover such CLE attendance.

Section 5 is amended to revise the definition of a "Newly Admitted Member" for purposes of a reduced dues amount. The relevant section would read:

"The annual fee for newly admitted active members for the fiscal year of original admission and the next four two fiscal years of the Association shall be set at a reduced level from that of members with six (6) four (4) or more years practice. The number of years that a new admittee has already spent as a member of any other Bar shall be subtracted from this five three year period."

In Section 7, the reference to notification regarding military status of a member shall be directed to the Association, rather than to the "Association Treasurer."

ARTICLE III

Amendments to Sections 2, 3 and 4 incorporate the use of new communications technology for notice of meetings and for remote participation. (Only those sections with changes are reprinted below.) Sections 6 and 7 clarify the role of the Executive Committee of the Board of Governors and establish a Protocol for working with committees, sections, task forces, work groups and other entities of the Bar.

Board of Governors

Section 2. Call. Notice of the time and place of all regular and special meetings of the Board of Governors shall be given to each member by the Association Secretary by mail, fax telegram or, telephone email or any technologies that can accomplish the same result as technologies specifically listed in this section, at least forty-eight (48) hours before the meeting. At any regular or special meeting of the Board of Governors, any business may be transacted which is within the power of the Board of Governors whether or not such business has been mentioned in the call or notice of the meeting.

Section 3. Quorum. At all meetings of the Board of Governors, a majority of the members must be present in person or by electronic media shall be necessary to constitute a quorum, and the action of a majority of those present and voting, if a quorum is present, shall decide any question. If a quorum is not present at any regular meeting of the Board of Governors, sufficient Board members to constitute a quorum must ratify in writing, by fax, email or any technologies that can accomplish the same result as technologies specifically listed in this section, any action taken by the Board at the meeting in question. Any action taken at any special meeting of the Board of Governors held without previous notice, at which a quorum is present, shall be valid if the absent member or members consent in writing or via email to the recorded proceedings of the meeting

Section 4. Written Approval. The approval in writing of all the members of the Board of Governors to any proposal presented to them for their consideration, in writing, by fax, email or any technologies that can accomplish the same result as technologies specifically listed in this section or otherwise, by the President or the Association Secretary shall be as effective for all purposes as the action of a majority at any duly held and constituted meeting of the Board.

Section 6. Executive Committee. This committee shall be composed of the Officers and the Governors-at-Large. The Executive Committee shall oversee the administration of the headquarters and personnel of the Association, and shall perform such other functions of the Board of Governors as shall be assigned to it by the Board of Governors. This committee shall be comprised of the six (6) Officers and the Executive Director (ex-officio, without vote). The Executive Committee shall oversee the work of the Executive Director and the implementation of Association policy between meetings of the Board of Governors and shall perform such other functions of the Board of Governors as shall be assigned to it by the Board.

Section 7 (new) Protocol. The Board of Governors shall adopt a protocol outlining how the Board, committees, sections, task forces, work groups, and any other Bar entities work together to establish, implement and evaluate new and existing projects and initiatives for the organization. The Board may, from time to time, amend the Protocol, as necessary to accomplish the stated goals.

ARTICLE IV

In Section 1, the President is identified as the chief "elected" rather than "executive" officer of the Association.

Section 1-A, adds that the President-Elect shall serve as Chair of the Association Finance Committee during president-elect term.

Section 2. Vice President adds that the Vice President shall serve on the Association Finance Committee.

Section 3. Secretary is amended to indicate that the Secretary, or designee, shall keep the minutes for all meetings of the Association and of the Board of Governors; shall maintain a register of all members of the Association; shall, subject to the direction of the Board of Governors, send out notices of all meetings and elections; shall supervise the keeping of all records and archives of the Association; and shall perform all other duties assigned by the Constitution or these By-Laws or prescribed by the Board of Governors.

Section 4. Treasurer. The Treasurer shall meet regularly with the Executive Director or designee and assist in developing and presenting regular financial reports to the Board of Governors at Board meetings and to the membership, as appropriate and shall serve on the Association Finance Committee.

Section 5. Executive Director adds that the Executive Director, or designee, shall serve ex officio on all committees of the Association.

Section 6. Immediate Past President. The Immediate Past President shall perform such duties as shall from time to time be assigned by the President or by the Board of Governors and shall serve on the Association Finance Committee.

ARTICLE V

Meetings of Association

Section 3. Resolutions would be amended to provide that any member may file a resolution with the Association, rather than specifically to the "Association Secretary."

ARTICLE VI

Nomination and Election of Governors and Officers

In addition to minor language changes in Sections 1 and 2, 4 and 5, this amended Article creates a new elected position, Public Sector Governor in Section 3. Other sections are revised to incorporate the use of electronic or other technologies in voting "to accomplish the same result as technologies specifically listed."

Section 3. Public Sector Governor. Nominations for Governor, meeting the established criteria for representing public sector members, shall be made by petition signed by any twenty-five (25) or more active members filed with the Association not later than February 15th.

Section 5. Ballots and Voting. The Association Secretary shall prepare separate ballots for each county or division which shall contain the names of all persons nominated for the Office of Governor from that county or division; and a ballot for the election at large of the officers of the Association, delegate(s) to the House of Delegates of the American Bar Association, and Governors to be elected at large, which shall list below each office the names of the nominees therefore. Below the name of each office shall be printed the words "Vote for not more than" followed by a number designating how many persons are to be voted for. All ballots shall designate briefly the manner in which each nominee was nominated, as "Nominated by Petition," or "Board of Governors Nominee." The names of the nominees shall be arranged in the alphabetical order of their surnames, and at the right of the name of each candidate and on the same line there shall be a square. Following the names printed on the ballots, after the name of each office to be filled, shall be as many blank lines for write-in votes, without squares at the end thereof, as there are persons to be elected to that office. The Association Secretary shall mail, either by first class, electronically or any technologies that can accomplish the same result as technologies specifically listed in this section, the county or division ballots to the active members of the Association having their principal offices in the county or division concerned and the ballots for elections at large to all active members, in each case not later than March 15th. Voting shall be by secret ballot according to the double envelope system, via electronic voting or any technologies that can accomplish the same result as technologies specifically listed in this section. The ballots shall be returned to the Association Secretary not later than April 15th unless a weekend or holiday, upon which the following business day will be used; and no ballots received after that date shall be counted.

Section 6. Certification of Elections. If paper ballots are used and returned to the Association, the President may designate a ballot observer. The ballots shall forthwith be canvassed by a board of at least three (3) tellers appointed by the President, the count shall be certified by the tellers to the Executive Director Secretary, and the candidates receiving the highest number of votes for their respective offices shall be declared elected, subject only to the limitation that not more than three (3) Governors-at-Large shall have their principal offices within the same county. If any person is elected Governor-at-Large but is ineligible to serve because of such limitation, the person receiving the next highest number of votes for such office shall be declared elected. In case of a tie vote, the tellers shall determine the successful candidate by a lot drawn by the candidates. In the case of electronic voting, the certified results will be provided to the Executive Director no later than 10 am on the first business day following the close of balloting.

ARTICLE VII

The amendments to this Article are reprinted in their entirety.

Receipt and Disbursements of Funds

Section 1. Receipt. Funds received by the Association shall be deposited in such depositories as the Board of Governors may designate.

The Association shall report on the first day of November in each year, the names of members then delinquent in payment of dues; and shall further report payments thereafter received from such delinquent members.

Section 1 2. Approval. Unless specifically approved by the Board Nno funds of the Association shall be disbursed without the approval of the Executive Director or designee and in accordance with these By-Laws, the approved budget and any regulations as may be adopted by the Board of Governors. Board of Governors, except that minor appropriations and current expenses may be paid upon the authority of the President or such other person or persons as shall be designated by the Board of Governors.

Section 2 3. Disbursement. The disbursement of funds of the Association may shall be made by check, electronic transfer signed by the Treasurer or, in the absence or disability of the Treasurer, by such other officer or officers, agent or agents, of the Association executed by an authorized Association representative as approved by the Board of Governors. and in such manner as shall from time to time be determined by the Board of Governors.

Section 4. Reporting. The Executive Director shall designate a staff member to maintain a current record of receipts and disbursements, available for periodic audit by the Board, and shall make regular reports to the Board and Association as requested and shall furnish a surety bond at the expense of the Association in such amount as may be required by the Board of Governors

ARTICLE VIII

Publications

There shall be a New Hampshire Bar Journal, a New Hampshire Bar News, and such other publications as the Association may, from time to time, determine shall be published.

ARTICLE IX

This section contains minor language adjustments, including adding "task forces and other work groups" to Committee terminology. Section 5 is amended to list the following Standing Committees:

Continuing Legal Education

Cooperation with the Courts

Delivery of Legal Services

Dispute Resolution

Ethics

Finance

Gender Equality

Group Insurance and Pension Plans

Legislation

New Lawyers

Professionalism

Publications

Section 6. Jurisdictions of Standing Committees. The jurisdiction and special tenures of Standing Committees shall be as follows:

Only those Standing Committees with substantive changes proposed are listed below:

(a b) Committee on Finance. This committee shall consist of ten members, eight at large, each of whom shall serve until the adjournment of the fifth annual meeting following appointment and until a successor is appointed, and the Treasurer and the President-Elect. Terms of appointment for at-large members shall be established to stagger the last year of service on the committee, allowing for continuity of membership. It shall be the duty of this Committee to study and make periodic reports of the income and expenses of the Association, and to prepare and submit a proposed budget for each fiscal year of the Association. The eight at-large members and the President-Elect shall annually oversee an audit of the books and records of the Treasurer and Association, study the procedures used by the Treasurer and Association, and make recommendations for the improvement of such procedures. Except by two-thirds vote of the Board of Governors, no unbudgeted commitment shall be authorized by the Board of Governors until the Finance Committee has been given the opportunity to present an evaluation of the proposal to the Board of Governors. at least eleven (11) members, the following five (5) members from the Board of Governors: President, President-elect, Vice President, Immediate Past President and Treasurer and six (6) additional Association members. The President-elect will Chair the Committee. It shall be the duty of this Committee to prepare and submit a proposed budget to the Board for each fiscal year. Except by a two-thirds vote of the Board of Governors, no unbudgeted commitment exceeding $10,000 shall be authorized by the Board until the Finance Committee has vetted the proposal and provides its recommendation to the Board of Governors.

Unless undertaken by the Board of Governors, or a committee thereof, the Finance Committee shall annually oversee an audit of the books and records of the Association, and shall review the financial procedures and policies and make any recommendations deemed appropriate for the improvement of such procedures and policies, including the investment policy approved by the Board of Governors.

(b e) Committee on Continuing Legal Education. It shall be the duty of this Committee to arrange for and advise in the content of, to staff and to facilitate production of lectures, seminars, institutes and other instruction on legal subjects to keep the members of the Association abreast of progress of the law. The Committee shall also assist the Board of Governors in planning the programs at regular meetings of the Association.

(d i) Committee on Ethics. This Committee: (1) may express its opinion on proper professional conduct, either on its own initiative or when requested to do so by a member of the Bar, the New Hampshire Superior Court, the New Hampshire Supreme Court or its Committee on Professional Conduct, or the U.S. District Court, District of New Hampshire; (2) shall periodically publish its issued opinions to the legal profession in summary or complete form; (3) may recommend appropriate amendments to or clarifications of the Code of Professional Responsibility; and (4) shall upon publication of proposed rules, or amendments thereto, appropriate to Committee procedures, and upon completion of a 30-day opportunity for members of the Bar to express in writing their views concerning any such proposed rules or amendments, formally adopt rules and procedures and amendments, approved by the Board of Governors, appropriate to the carrying out of its charge.

(j) Committee on Group Insurance and Pension Plans. Shall be comprised of the NHBA Insurance Agency Board and it It shall be the duty of this Committee to make a continuing study of group insurance coverage and pension plans that may be made available to members of the legal profession and report its recommendations to the Association.

(q) Committee on Publications. These Committees shall be known as the New Hampshire Bar Journal Advisory Board and the New Hampshire Bar News Advisory Board and shall be appointed by the President in accordance with the provisions of Section 2. These This Committee shall advise the Board of governors and staff regarding the management and administration of each all publications.

(h) Dispute Resolution Committee. The committee shall administer a procedure, as approved by the Board of Governors, for the resolution of disputes between attorneys or between New Hampshire lawyers and their clients. The Committee shall also be responsible for recommending amendments to such procedures as necessary.

ARTICLE X Sections

The amendment includes a number of minor language changes and an added sentence in Section indicating that Sections "agree to the guidelines set out in the Procedure Manual for Sections as approved by the Board."

ARTICLE XI Referenda and ARTICLE XII were unchanged.

If you are in doubt about the status of any meeting, please call the Bar Center at 603-224-6942 before you head out.

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