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BYLAWS OF THE AMERICAN ACADEMY OF MATRIMONIAL LAWYERS
September 28, 2019
a. Classes. The Academy shall have four classes of Fellows:
(1) Practicing Fellows; (3) Judicial Fellows; and (2) Non-practicing Fellows; (4) Retired Fellows.
(1) A Practicing Fellow is one who is currently practicing law full time.
(2) A Non-practicing Fellow is one who is not currently practicing law full time because of appointment to an administrative or educational position which substantially excludes the private practice of matrimonial law.
(3) A Judicial Fellow is one who is not currently practicing law full time because of appointment or election to a judicial position which substantially excludes the private practice of law.
(4) A Retired Fellow is one who is not currently practicing law because of retirement from the private practice of law.
(5) As used in 1.7, 1.8, 1.9, 2.4, 3.8, 6.4 d and 9.2 d and e, the word “Fellow” shall include Non-practicing Fellows, Judicial Fellows and Retired Fellows.
c. Status Change. A Fellow may change his or her class of membership, so long as he or she qualifies for the selected class. A Fellow electing to change his or her status shall provide written notice of that election to the Executive Director. The election shall take effect at the beginning of the Academy’s next fiscal year.
a. Fellowship in the Academy (hereafter Fellowship) is limited to persons who:
(1) Are members of the bar in good standing;
(2) Have been admitted to the practice of law before the highest court of any state or of the United States of America;
(3) Demonstrate an active interest and competency in matrimonial law as evidenced by the fulfillment of criteria and standards as established by the Board of Examiners
of the Academy (hereafter Examiners) and the Board of Governors of the Academy (hereafter Board);
(4) Have met the minimum trial experience requirement in matrimonial law as established by the Examiners and the Board; and
b. Each chapter may establish additional criteria or standards subject to prior approval by the Examiners and the Board.
c. A person who does not practice matrimonial law shall not be proposed, invited to apply or accepted for Fellowship.
d. The word “practice” shall be defined, from time to time, by the Board.
1.3 PROPOSAL FOR FELLOWSHIP.
a. Admission to Fellowship is by invitation only, extended by the Executive Director.
b. The process for obtaining an application for admission to Fellowship shall be established from time to time by the Board.
c. All submitted applications for Fellowship become the property of the Academy and shall not be returned to the applicant.
d. Upon receipt of the completed application and any required application fee, the Examiners shall make any further inquiry they deem appropriate.
e. An application by an applicant from an area which has a Chapter must first be submitted to the chapter’s Board of Examiners.
f. Each Chapter’s Board of Examiners is a sub-board of the Academy’s Board of Examiners.
1.4 ELECTION TO FELLOWSHIP.
a. Within a reasonable time, the Examiners shall take final action upon each application and notify each applicant accordingly.
b. If an applicant is accepted for Fellowship, the Examiners shall notify the governing and executive bodies of the Academy so that the applicant’s name may be properly entered upon the Fellowship rolls.
a. All Fellows, regardless of classification, are entitled to the honors and service accorded to the Fellows.
b. All Fellows, regardless of classification, are entitled to attend and vote at all meetings of the Fellows.
c. All Fellows, regardless of classification, may be appointed to committees, and hold elective or appointed office.
1.6 EVIDENCE OF AND CERTIFICATES OF FELLOWSHIP.
a. The Board may provide for the form, style and issuance of a certificate or plaque evidencing Fellowship.
b. After an applicant is accepted for Fellowship and has paid any required initiation fee and dues, evidence of Fellowship, in the form approved from time to time by the Board, shall be issued and delivered or mailed to the new Fellow by the Secretary.
Any certificate or plaque shall:
(1) Be signed by the President and other designated officers;
(2) Be sealed with the seal of the Academy;
(3) Contain the name of the Fellow to whom it is to be issued; and
(4) The date on which the applicant’s name was entered as a Fellow on the Academy records.
c. If a certificate or plaque becomes lost, mutilated or destroyed, a duplicate may be issued upon such terms and conditions as the Board may determine.
d. All evidences, certificates or plaques of Fellowship are the property of the Academy.
e. Retired Fellows in good standing shall be entitled to maintain their certificates and plaques.
f. Former Fellows must return their certificates and plaques of Fellowship upon demand.
g. In the event the evidences, certificates or plaques are not returned on demand, then, if any court action is commenced to enforce these provisions, the defendant shall pay the Academy’s legal fees and costs.
1.7 DUES AND ASSESSMENTS.
a. Membership dues are assessed, in an amount determined by the Board, on a calendar year basis.
b. Membership dues for the following year are due in full by December 31 of the current year.
1.8 TERMINATION AND DISCIPLINE.
a. A Fellow’s name shall be removed from the rolls of the Academy upon the occurrence of any of the following:
(1) A Fellow’s death;
(2) A Fellow’s resignation;
(3) Disbarment by any jurisdiction;
(4) During any period of suspension from practice before any forum in any jurisdiction;
(5) As a result of the vote of the Board upon the recommendation of the Board of Review pursuant to Section 9.2; or
(6) Failure to timely pay dues set by the Board or the Chapter. A Fellow who has not paid their dues in full by January 31 of the following year is considered delinquent and will be removed from the Academy’s Active Fellowship role.
b. A Fellow is required to notify the Academy when any of (2), (3) or (4) applies to him/her or when (1), (2), (3) or (4) comes to his/her attention in relation to other Fellows.
c. Reinstatement for failure to pay dues will be pursuant to 1.9 Reinstatement of Fellowship.
d. Upon recommendation of the Board of Review, pursuant to 9.2, the Board may suspend, terminate or otherwise discipline any Fellow for conduct deemed:
(1) Injurious to the good order, peace, reputation, or best interests of the legal profession or the Academy;
(2) Derogatory to the dignity or inconsistent with the purposes, of the Academy;
(3) A failure to maintain the principles of ethics and disciplinary rules of the Academy; or
(4) For any other good cause which the Board deems sufficient.
e. An affirmative vote of at least two-thirds of the members of the Board present and considering such recommendation is required to affirm, increase, reduce, or alter the recommendation; and in the absence of such a vote, the recommendation of the Board of Review shall be deemed to be rejected. The Board shall not hear new evidence in making its determination, but either the party or the party’s representative may address the Board and comment on the evidence submitted to the Board of Review.
f. During any period of suspension or termination, a Fellow may not:
(2) Participate in any election;
(3) Stand for election or appointment to any office, committee, or activity; or
(4) Continue to act in an elected or appointive capacity.
g. Upon removal of a Fellow’s name from the rolls of the Academy:
(1) All privileges of Fellowship shall end; and
(2) That terminated person shall:
(a) No longer hold themselves out as a Fellow, or former Fellow, or display any evidence of Fellowship in any manner whatsoever; and
(b) Upon request, return to the Academy the evidence of Fellowship issued pursuant to 1.6f. and g.
1.9 REINSTATEMENT OF FELLOWSHIP.
a. If a Fellow resigns due to judicial service they are subject to reinstatement by the Executive Committee on a case by case basis, without a new application, following their departure from judicial service they submit, on forms provided by the National Office, current contact and professional information and details and outcome of any professional disciplinary complaints and/or proceedings, if any, after their resignation from the Academy.
b. If removal from Fellowship was due to a failure to pay dues or assessments, the individual seeking reinstatement shall file a petition in writing with the Executive Committee within one year following removal and shall:
(1) Pay all overdue dues and assessments, including dues or assessments accrued since the removal; and
(2) Pay any late fees as established from time to time by the Board.
c. Upon receipt of a petition found in compliance with paragraph b. above:
(1) The Executive Committee shall grant reinstatement if this is a first failure to pay dues or assessments.
(2) A Fellow shall not be entitled to a second reinstatement after a failure to timely pay dues, unless at least five (5) years have passed since the previous reinstatement. If five (5) years have not passed, or the Fellow has been reinstated twice for failure to pay dues, a new application for membership is required.
(3) Notwithstanding the foregoing provisions, if a Fellow’s membership has been terminated and name removed from the rolls of the Academy for a second failure to pay dues or assessments, the Executive Director shall notify such Fellow and the Fellow’s Chapter President (or the Academy’s Membership Chair if there is no Chapter) that the Fellow’s membership has been terminated and name removed from the rolls of the Academy for a second failure to pay dues or assessments. Within three (3) months from the date of the notification, that Fellow may petition the Executive Committee, which is authorized to grant such reinstatement for good cause shown. Any such reinstatement shall be made in the sole discretion of the Executive Committee, and shall not be appealable to the Board of Governors.
d. If removal from Fellowship was for reasons other than a failure to pay dues or assessments, the individual seeking reinstatement shall file a petition in writing with the Board.
e. Upon receipt of a written petition timely filed with the Board pursuant to paragraph 1.9c. above:
(1) The Executive Committee shall determine the following and make a recommendation to the Board:
(a) Whether the petitioner is in full compliance with the pertinent Bylaws and regulations of the Academy and any Chapter involved;
(b) Whether to hold a hearing or refer to the Board of Review for a hearing; and
(c) What, if any, specific requirements should be imposed as a condition of, or in connection with, reinstatement.
(2) The Board shall then determine whether reinstatement should be granted to the Petitioner and the terms thereof. A Fellow reinstated in accordance with this provision is not entitled to another reinstatement. A new application for membership will be required.
2.1 PROVISIONAL CHAPTER.
a. Upon the application of at least ten Fellows, but less than twenty, a Provisional Chapter may be organized with the consent of, and continue to exist at, the pleasure of the Board.
b. If, after attaining provisional status, membership in a Chapter falls below ten, the Chapter must, within two years, regain a membership of at least ten Fellows or automatically lose its provisional status.
2.2 CHARTERED CHAPTER.
a. If a Provisional Chapter has been in existence at least one year and has at least twenty Fellows as members, it may petition the Board to be a Chartered Chapter.
b. The petition shall contain substantial evidence of the provisional Chapter’s activities, accomplishments, Fellowship and other information requested by the Board.
c. Upon the application of at least twenty Fellows, and with the consent of the Board, a Chartered Chapter may be organized without first becoming a Provisional Chapter.
d. If, after attaining a charter, membership in a Chapter falls below twenty, the Chapter must, within two years, regain a membership of at least twenty Fellows or automatically revert to Provisional Chapter status.
e. Except for California, no state shall have more than one Chapter.
f. The amount of all Chapter dues and assessments must be submitted to and approved by the Board.
a. A chartered Chapter has the power to adopt and maintain local rules and regulations (hereafter local rules) to govern its Fellows. Local rules and amendments thereto shall be filed with and approved by the Board. Local rules shall be substantially uniform in style and content and not conflict with the Academy Articles of Incorporation, policies, or Bylaws.
b. A chartered Chapter shall be entitled to designate members of the Board of Governors in conformity with 6.1(b), and may adopt its own method of choosing its Chapter Delegates.
a. Chapter membership is initially limited to the Chapter through which a Fellow is admitted.
b. Membership is limited to one Chapter only. Although a Fellow may practice in another geographic area, the Fellow is not thereby a member of another Chapter and may not hold himself or herself as a member of such Chapter.
c. A Fellow who desires to transfer membership to another Chapter must complete the Application to Transfer Chapter Affiliation and meet the membership criteria of that Chapter. Subject to approval of the Executive Committee and upon recommendation, consent and certification by the new Chapter that the transferee be accepted as a Fellow of the new Chapter, the Fellow having demonstrated to the new Chapter’s satisfaction that he/she is proficient in the laws and procedures of the state of the new Chapter, the books and records of the AAML shall reflect that the Chapter membership of the Fellow has been changed from the originating Chapter to the new Chapter.
d. A Fellow may list only one office address in the Academy publications and website and if a Fellow is a Chapter member, the address shall only be listed in that state.
e. Each Chapter may determine which, if any, non-Chapter members may attend its meetings.
f. Notwithstanding the above, Academy officers and Governors, or the Academy’s designee may attend all business meetings of any Chapter in their official capacity.
2.5 REPRESENTATION AT ANNUAL MEETING.
Each Chapter is required to have at least one of its Fellows in attendance at the Annual Meeting of the Fellows (hereafter Annual Meeting). Failure to attend may be good cause for revocation of the charter of that Chapter.
2.6 OBLIGATIONS OF A CHAPTER.
a. Each Chapter shall:
(1) Organize and conduct its activities in such a manner as shall, in the judgment of its Fellows, best promote the purposes of the Academy;
(2) Comply with all requirements of the Bylaws and adopted policies;
(3) Report upon its activities and future plans in writing submitted to the Secretary of the Academy at least thirty (30) days before the Annual Meeting; and timely file at the offices of the Academy all necessary income tax forms, documents or reports; and
(3) Failure to comply with Section 2.6 a.(2) is cause for revocation of the charter or provisional status of that Chapter.
b. No Chapter shall schedule an out-of-state event within thirty (30) days before or after the Annual or Mid-year Meetings of the Academy.
2.7 SUSPENSION OR TERMINATION OF CHAPTER.
a. The Board, upon the recommendation of the Board of Review, pursuant to 9.2, may suspend, discipline or terminate a Chapter for violation of 2.5 or 2.6, for conduct deemed derogatory to the dignity or inconsistent with the purpose of the Academy or for any other good cause.
b. An affirmative vote of at least two-thirds of the members of the Board present and considering such recommendation is required to affirm, increase, reduce or alter the recommendation; and in absence of such a vote, the recommendation of the Board of Review shall be deemed to be rejected.
c. During any period of termination or suspension, a Chapter may not conduct any Chapter activities or have a delegate to the Board.
d. Upon termination of a Chapter, it shall return to the Board all evidence and indicia of its status as a Chapter; and that Chapter shall no longer hold itself out as a Chapter.
MEETINGS OF THE FELLOWS.
The Academy shall hold an Annual Meeting of the Fellows in the fourth quarter of each calendar year. The Academy may, throughout the year, hold other meetings of the Fellows.
The Fellows in attendance at the annual meeting shall constitute a quorum for transaction of business at the meeting.
3.3 CONTROLLING VOTE.
Action of the Fellows shall be by majority vote of the eligible Fellows present for the vote.
3.4 VOTING ELIGIBILITY.
a. Only Fellows whose good standing can be certified by the Academy records for thirty days before a vote are eligible to vote.
b. Voting must be done in person.
3.5 ANNUAL MEETING AGENDA.
The business transacted at the Annual Meeting of the Fellowship shall include: a. The election of:
(1) Pursuant to 6.1.c., two of the six total number of Governors-at-Large, who shall serve a term of three years.
(2) As required, a Fellow to fill any unexpired term of a Governor-at-Large or a Governor not designated by a Chapter pursuant to 8.1.
b. Report by the Board to the Fellows on the activities of the Academy.
c. Such other business:
(1) Decided by the Board or President of the Academy (hereafter President); or
(2) As may properly come before the meeting.
d. Any item placed on the agenda by petition which is:
(1) Received by the Secretary at least sixty days before the Annual Meeting; and
(2) Signed by twenty-five Fellows.
3.6 SPECIAL MEETINGS.
a. A special meeting of the Fellows shall be called by the President:
(1) When so directed by the Board; or
(2) Upon the written request of at least twenty-five percent of the Fellows.
b. The business is limited to the purpose specified in the notice, plus such other business reasonably related to or necessary for implementation of the specified purpose.
3.7 NOTICE OF MEETINGS.
a. Every meeting of the Fellows shall be held at a place, on a date and at a time, designated by the Board.
b. Notice of the meetings shall be sent to the Fellows by regular mail, e-mail or facsimile at least thirty days before a meeting.
c. The notice shall contain the time, place and date of the meetings and a proposed agenda.
Additional items may be added to the agenda without the need for further notice to the Fellows so long as the items are reasonably related to or necessary for implementation of an agenda item.
3.8 MEETING FEES.
The Board may fix registration and other fees for all meetings of the Fellows.
The Officers of the Academy shall be the President, President-Elect, First Vice President, five Second Vice Presidents, Secretary, Treasurer and the two immediate Past Presidents.
The President shall:
a. Preside at all meetings of the Fellows, Board and Executive Committee;
b. Consistent with 10.1 and 10.2 appoint the committee chairs and members of all committees who are to serve during the President’s term;
c. Plan the goals and objectives of the Academy subject to the directions and approval of the Board;
d. Carry out decisions of the Board, supervise the performance of all activities of the Academy and keep the Board duly informed;
e. Report to the Fellows at the Annual Meeting on the status and activities of the Academy;
f. Perform such other duties and acts as may be designated by the Board; and
g. Generally supervise the administration of the Academy.
The President-Elect shall:
a. Unless the President-Elect resigns or becomes disqualified or disabled from acting, shall automatically succeed to the office of President, serve a term of one year and may not again succeed to or serve as President or President Elect. In the event that the office of the President-Elect is vacant, then a President shall be elected in the manner set forth in 8.2.
b. Except for committees otherwise constituted in these bylaws, appoint pursuant to 10.1 the committee chairs and members of all committees who are to serve during the PresidentElect’s coming term as President; the incoming President Elect may name Vice Chairs;
c. Assist the President in the performance of the President’s responsibilities in such manner as the President may request;
d. Perform such further duties and have such further powers as may be designated by the Board or the President;
e. Perform the duties of the President:
(1) In the event of the President’s death, disqualification or resignation, for the remainder of the President’s term; or
(2) In the event of the President’s absence or disability, for the length of the absence or disability.
f. Submit to the Board at the annual meeting a proposed Academy budget for the following fiscal year.
4.4 FIRST VICE PRESIDENT.
The First Vice President shall:
a. Assist the President in the performance of the President’s responsibilities in such manner and extent as the President may request.
In the case of a vacancy in the office of the President Elect, the First Vice President shall perform such duties of the office of President Elect as may be assigned by the President.
b. At the conclusion of the term of First Vice President, the First Vice President shall automatically assume the office of the President-Elect.
4.5 SECOND VICE PRESIDENTS.
The Second Vice Presidents shall assist the President in the performance of the President’s responsibilities in such manner and extent as the President may request.
The Secretary shall:
a. Be the liaison between the Board and Academy staff regarding the retention and maintenance of books, papers, documents and other property pertaining to the work of the Academy;
b. Keep a true record of the proceedings of all meetings of the Fellows, Board and Executive Committee whenever assembled; and
c. Timely provide a written copy of the minutes of a meeting as may be required by these Bylaws and the Policies of the Academy (5.4 and 6.5); and
d. The Secretary is responsible to see that notice is given, as required by these bylaws.
The Treasurer shall:
a. See that an accurate record of all money appropriated and expended by the Academy is kept;
b. Monitor all accounts, reports and other documents prepared in connection with Academy funds, revenues and expenditures and seek to make certain that these accounts, reports and documents are accurate;
c. Report the present and projected financial condition at each meeting of the Fellows and Board and, at the request of the President, at meetings of the Executive Committee;
d. Advise if an action or proposed action of the Officers, Board or Executive Committee would have a significant impact on the financial condition of the Academy;
e. Before the Annual Meeting, prepare, with the President-Elect and a budget committee selected by the President, a projected Academy budget which would be operative during the President-Elect’s upcoming term as President;
f. Prepare such other financial recommendations and special reports as may be requested by the President; and
g. Perform other duties incident to the office.
4.8 IMMEDIATE PAST PRESIDENTS.
The two Immediate Past Presidents shall assist and consult with the President in connection with all ongoing Academy programs and committee assignments and shall perform such further duties as may be designated by the President or the Board.
The Executive Committee shall consist of the officers specified in 4.1. Nonvoting members of the Executive Committee shall be the Journal Editor, the Membership Chair, the Newsletter Editor, the Bylaws Chair, the Parliamentarian, and Counsel. Nonvoting members may attend all Executive Committee meetings, except the Board of Examiners, save for good reason.
5.2 POWERS AND DUTIES.
Unless performance thereof can be reasonably deferred to the next meeting of the Board, the Executive Committee shall have full power to perform all acts which the Board might perform.
5.3 QUORUM AND VOTING
A quorum consisting of a majority of the voting members of the Executive Committee shall be required to conduct its business. Action of the Executive Committee shall be by majority vote of those voting members present. Absentee and proxy voting is not permitted.
Determination of the presence of a quorum for an electronic meeting shall be based upon the returned votes or abstentions received by the deadline.
a. The Executive Committee may meet, conduct business and vote at such times and places as set by the President. The meeting may be in person, or by phone, electronic means, mail, or fax.
b. Upon giving advance notice of at least twenty-four hours to each member of the Executive Committee, a meeting of the Executive Committee may be called by the President or by any three other members of the Executive Committee. The notice may be in writing by prepaid certified mail, courier delivery, electronic means, fax, or by telephone or other actual notice setting forth the day, time and place of the meeting. Notice of electronic meetings shall be made pursuant to adopted policy.
c. If the voting is not in person, a response time limit shall be set in the request for action.
d. Minutes shall be kept of all meetings and the minutes published to each Executive Committee member within twenty-one days after such meeting.
BOARD OF GOVERNORS.
The Board shall be composed of the following Fellows:
a. The Officers;
b. The Governors designated by each chartered Chapter (hereafter Chapter Delegate) each of whom shall serve a three year term, as follows:
(1) One from each of the chartered Chapters;
(2) A second Fellow from each chartered Chapter with more than 149 Fellows except for the California Chapters which may never have more than one Chapter delegate each, irrespective of the number of members in either of the California Chapters; and
(3) Between the close of the Annual Meeting and the following October 1st for those Chapters where a Delegate’s position has become vacant during the year or where a Delegate’s term will expire at the next Annual Meeting, it is the obligation of that Chapter’s President to give written notice to the President-Elect of the name of the Fellow(s) from that Chapter who is to serve as a Chapter Delegate. Each Chapter may adopt its own method of filling a vacancy in the office of the Chapter Delegate(s). If such notice is not received by October 1, that position shall remain vacant until adjournment of the following Annual Meeting.
(4) In order to provide that approximately one-third of the terms of the Chapter Delegates expire each year, the Board shall designate whether the initial term of a delegate from a new Chapter or a Delegate from an expanded Chapter will be one, two or three years.
c. Six Governors at large; three of whom must be from states that do not have a chartered Chapter delegate.
d. The Editor of the Journal who, pursuant to 9.4, shall be a non-voting member.
e. The Board shall fill a vacancy or vacancies in the office of Governor at Large by filling the vacancy with a similar appointment. If the vacancy is from a chartered Chapter state, the appointment shall be from that chartered Chapter. If the vacancy is from a non-chartered Chapter state, then the appointment shall be from a non-chartered Chapter state.
f. Term limits for Governors will be as set forth in 7.2.
6.2 POWERS AND DUTIES.
The Board shall:
a. Do all things necessary to operate as the legislative and governing body of the Academy;
b. At its annual meeting, adopt a budget for the following fiscal year;
c. Authorize the expenditure of all money appropriated by the Board for the use or benefit of the Academy and may encumber reserves for specific future projects;
d. Order an annual audit of all Academy accounts;
e. Provide for the granting of awards for outstanding service, scholarship or other contribution to advancing the purposes of the Academy or in the field of matrimonial law. f. Have the discretion to:
(1) Provide for publication of a newsletter, website, journal or digest; and
(2) Determine and set editorial policy.
g. Raise funds from the Fellows by levying annual dues and assessments, as it may, from time to time, deem necessary or advisable. However, within a class of Fellows, no Fellow may be required to pay more dues and assessments than any other Fellow.
h. Determine the organizations, if any, with which the Academy shall be affiliated, and the method of appointing or electing delegates to the affiliated organization.
i. Between annual meetings, but not later than October 1st prior to the annual meeting, the Board may fill vacancies which have occurred as a result of election to another position, death, disqualification, disability, absence or resignation in the offices of Vice-Presidents, Secretary or Treasurer. Officers so appointed shall serve until the next annual meeting.
j. Approve or designate the approval of any position to be taken on behalf of the Academy.
6.3 QUORUM AND VOTING.
A quorum consisting of a majority of the Board members shall be required to conduct its business. Action of the Board shall be by majority vote of those voting members present. Absentee and proxy voting is not permitted.
Determination of the presence of a quorum for an electronic meeting shall be based upon the returned votes or abstentions received by the voting deadline.
6.4 REGULAR MEETINGS OF THE BOARD.
a. The Board shall hold at least two regular meetings each year: one following the Annual Meeting of the Fellows; and one at the Mid-year Meeting of the Academy to be held at a time and place designated by the Executive Committee.
b. Minutes of all meetings shall be kept and provided to each Board member within sixty days of each meeting.
c. Fellows shall be notified of and permitted to attend regular Board meetings and, at the ruling of the President, to speak on pending issues.
6.5 SPECIAL MEETINGS OF THE BOARD.
a. The President may, or upon the written request of at least one-third of the members of the Board shall, call a special meeting of the Board, at such time and place as the President shall designate, after oral or written communication with members of the Executive Committee. Advance notice of at least forty-eight hours shall be given to each member of the Board.
b. Special meetings of the Board may be by phone or other electronic means, mail, or in person.
c. Notice may be in writing by prepaid certified mail, courier delivery, electronic means, fax, telephone or other actual notice setting forth the day, time and place of the meeting. Notice of electronic meetings shall be made pursuant to adopted policy.
d. The business is limited to the purpose specified in the notice, plus such other business reasonably related to or necessary for implementation of the specified purpose.
e. Action of the Board shall be by majority vote of its members participating, so long as a quorum is present. If the voting is not in person, a response time limit shall be set in the request for action. Absentee and proxy voting is not permitted.
f. Minutes shall be kept of all special meetings and the minutes shall be mailed or electronically mailed to each Board member within twenty-one days after such meeting.
a. If an officer or Governor fails to attend two successive meetings of the Board, the issue of whether that person may continue in office shall be the first item on the agenda at the next meeting of the Board.
b. That person, or that person’s designee, shall be given the opportunity to explain to the Board, either in person or in writing, why the Board should excuse the absences.
c. The issue shall then be treated as a motion to remove and may be debated.
d. If the vote on the motion is in the affirmative by a two-thirds majority, that Fellow (who may not vote on this motion) shall thereupon be removed from and disqualified from serving in the position held.
ELECTED AND APPOINTED POSITIONS.
7.1 APPOINTIVE POSITIONS.
(1) The President shall appoint a Fellow, who is not an Officer or Governor, to serve, co-terminus, with and at the pleasure of the President, as Counsel to the Academy. Counsel shall, save for good reason, attend all meetings of the Fellows, the Board and the Executive committee, and may attend, at the request of the President, the meetings of the Board of Examiners if deemed necessary by the President due to matters being considered.
(2) Counsel shall be the principal legal officer of the Academy.
(3) Consistent with the policy established by the Board and the purpose of the Academy, Counsel shall:
(a) Supervise and handle the registering of all Federal, State or other documents and petitions;
(b) Render legal opinions and advice to the Board or the officers;
(c) Upon request of the Board, represent the Academy, or assist outside counsel in litigation involving the Academy or its chapters, with compensation, if any, to be then arrived at by the Board in advance of rendering services; and
(d) With the approval of the Board, select and provide, in advance, for compensation of outside counsel to represent the Academy in specific matters.
(4) Counsel shall discharge such other duties as the Board or President may require. b. Parliamentarian.
The President shall appoint a Fellow to serve as Parliamentarian. The Parliamentarian shall, save for good reason, attend all Board meetings and may attend, at the request of the President, the Executive Committee meetings and the meetings of the Board of Examiners if deemed necessary by the President due to the matters being considered.
c. Executive Director.
(1) The President, with the advice and consent of the Board, shall hire an Executive Director of the Academy. The Board shall determine the Executive Director’s salary, benefits and term of employment.
(2) The Executive Director shall:
(a) Be the principal administrative officer of the Academy and, as such, responsible for running the day-to-day activities of the Academy, for making all necessary and appropriate plans and arrangements for meetings of the Fellows, Board and Executive Committee and for implementing the directions of the President and the Board;
(b) Save for good reason, attend all meetings of the Fellows, Board and Executive Committee;
(c) Be the Registered Agent for the Academy; and
(d) Prepare an annual budget under the direction and supervision of the Treasurer and President-Elect.
(3) The Executive Director may be a Fellow, but if so, may hold no other office.
7.2 ELIGIBILITY FOR OFFICE AND TERM LIMITS.
a. Only Fellows eligible to vote, pursuant to 1.5 and 3.4 a., shall be eligible for office.
b. The term of all offices shall begin with the adjournment of the Annual Meeting of the Board following the election and end following the Annual Meeting at which a successor has been duly elected. If, at the close of any term of office, a successor has not been elected, then the term of that office is extended until a successor is elected.
c. No Fellow may continuously serve as a:
(1) Second Vice President for longer than an unexpired term and two full three-year terms;
(2) Governor for longer than an unexpired term and two full three-year terms; or
(3) Second Vice President and Governor successively for an unexpired term and four full three-year terms.
d. After any three year period, during which a Fellow is unable to serve because of the provisions of the preceding paragraph, a Fellow is then again eligible to serve as a Vice President or Governor.
e. The service of a full three-year term is not to be deemed to have been interrupted by reason of resignation from office or disqualification pursuant to 6.6.
7.3 CONCURRENT OFFICES.
No Fellow may be nominated for, elected to or serve at any one time in more than one of the positions referenced in 6.1 or 4.1. (Officer or Governor)
7.4 TIME, PLACE AND METHOD OF ELECTION.
a. At its Annual Meeting, the Board shall elect
(1) A First Vice President, a Secretary and a Treasurer who shall each serve a term of one year;
(2) Commencing with the election in November 2013, for the year 2014, in even numbered years two and in odd numbered years one of the total number of Second Vice Presidents, who shall serve a term of three years; and
(3) A Fellow to fill any vacancy in the office of Second Vice President which will be created by the election.
b. The President shall have the place and approximate time of all required elections stated in the official notice of the Annual Meeting of the Fellows and of the Board.
c. Each contested position shall be voted upon separately by written ballot. Absentee and proxy voting is not permitted.
d. Election shall be by a majority of the votes cast, and if a majority vote is not initially obtained a run-off election(s) shall immediately be held with the candidate receiving the fewest votes on the prior ballot being eliminated from the ballot, until one receives the majority.
e. In the event that a position to be filled is uncontested, election shall be by one vote cast by the Secretary.
8.1 COMPOSITION OF NOMINATING COMMITTEE.
a. Prior to the Annual meeting, the First Vice President shall appoint a Nominating Committee of five Fellows as provided below, who, if they accept appointment, cannot, at the next election, be candidates for elective office.
b. The five members shall be a Past President (or if none, then the President), the incoming President-Elect (who will serve as Chair), two Fellows, one of whom is not currently a Board member, and one Fellow nominated and elected by the Board.
c. The slate of four members shall be presented at the Annual Meeting for approval and the Board of Governors shall also at that meeting elect their representative.
d. The names and addresses of the members of this committee shall either be published in the next issue of the Academy newsletter, posted on the Academy website, or sent to each Fellow at least thirty days before the Mid-year Meeting.
e. The President Elect shall fill any vacancy which may thereafter arise in the Nominating Committee by appointing an appropriately qualified Fellow or, if the vacancy is in the President-Elect’s position, by appointing a past President.
8.2 REPORT OF THE NOMINATING COMMITTEE.
a. The Nominating Committee, no later than June 1st in each year, shall make its report by nominating one Fellow for each position:
(1) Which is to be filled by election as provided elsewhere in these bylaws;
(2) Which has been vacated and which has a remaining unexpired term; and
(3) Which may become vacant as of the close of the next annual meeting because a Fellow, who receives the selection of that Nominating Committee for another position, is elected to that other position during that Annual Meeting.
(4) One of the two Fellows nominated for Governor-at-Large must be from a state not eligible to be represented by a chartered Chapter Delegate.
b. The report shall identify each nominee and include a brief statement of each nominee’s activities in the Academy and, generally, in the legal profession.
c. No later than June 15th, the President shall have the report of the Nominating Committee published in the next issue of the Academy newsletter, or posted on the Academy website, or notice sent to each Fellow.
8.3 CRITERIA FOR NOMINATION.
Generally the Nominating Committee shall select Fellows who it determines are the most able Fellows available for service to the Academy, consistent with an attempt to attain wide representation and participation of all Chapters and geographic areas.
8.4 NOMINATIONS BY PETITION.
a. Additional nominations for any position to be filled by election may be made by petition which is signed by not less than twenty-five Fellows.
b. The petition shall:
(1) State that the Fellow nominated has consented to the nomination; and
(2) Be sent to the President so that it is received not less than forty-five days before the annual meeting.
c. The President shall immediately advise the Nominating Committee, the other candidates and the Board of all nominations made by petition.
d. The Secretary shall publish a notice of all contested elections either in an issue of the Academy newsletter, posted on the Academy website, or notice sent to Fellows not later than thirty days before the Annual Meeting.
e. A petition for nomination may be submitted to the President at any time during the year, so long as it complies with 8.4 b.
f. In case of a contested election, the notice referenced in 8.4 d. shall state the name, address and a brief statement of each candidate’s activities in the Academy and, generally, in the legal profession.
g. A petition for nomination to the office of Governor-at-Large which office is required to be held by a Fellow who is from a state not eligible to be represented by a Chapter Delegate shall nominate a Fellow who is from a state not eligible to be represented by a Chapter
The permanent boards of the Academy are the Board of Examiners and the Board of Review.
9.2 BOARD OF REVIEW.
a. The Board of Review shall consist of the Immediate Past President, the First Vice President, the two Second Vice Presidents who have served longest in that position and two members of the Board of Governors who are not presently officers, who shall be appointed by the President.
b. In the event a hearing is commenced by the Board of Review, those then serving shall complete the proceedings even if their term of office expires in the meantime or if a member dies, resigns or becomes disqualified. If, as a result of vacancies, the number of members of the Board of Review are less than five, the Executive Committee may fill the vacancies.
c. A Governor appointed by the President shall not become disqualified if during the hearing process that member becomes an officer.
d. The Board of Review shall, upon direction by the Executive Committee, make inquiry into the conduct of any Fellow of the Academy or any Chapter, and may hold hearings on such matters or render findings, opinions and recommendations to the Board.
e. The Board of Review:
(1) Shall hear disputes between Fellows, between Chapters, between Fellows and Chapters and between Fellows and the Academy and make recommendations to the Board for the resolution of such disputes;
(2) Shall also hear such other matters as are submitted to it by the Board or Executive Committee for its consideration and opinion.
(3) A Fellow or Chapter may bring concerns, in writing, only to the Academy’s Executive Director and shall keep such requests confidential until otherwise authorized by the Executive Committee.
f. The Board of Review shall make no recommendation for termination or discipline pursuant to 1.8 until the Fellow or Chapter has been sent written notice which:
(1) Provides notice of the charges; and
(2) Extends the privilege of a hearing (with or without counsel as the Fellow may elect) Before the Board of Review.
g. Hearings shall be conducted pursuant to rules and procedures which shall be developed by the Bylaws Committee. Said rules and procedures shall be submitted for adoption by the Board
h. The hearing shall be closed, unless a written request to open the hearing is made to the Board of Review by the Chapter which is, or the Fellow who is, the subject of the hearing, and at least one Board of Review member considering the matter, endorses the request.
i. Recommendations, findings or opinions submitted by the Board of Review to the Board shall specify the number of votes for or against each proposition. Minority or concurring findings, opinions and recommendations may also be made.
j. An affirmative vote of at least two-thirds of the members of the Board of Review is required before any recommendation pursuant to 1.8 d. and 2.7 may be transmitted to the Board.
k. A Chapter shall not constitute a Board of Review, nor take such actions as are the prerogative of the National Board of Review, including, but not limited to: make inquiry or investigations into any alleged misconduct of a Chapter Fellow, to hold meetings or render findings, opinions or recommendations regarding the alleged misconduct of any Fellow of the Chapter, suspend, termination, censure, or otherwise discipline any Fellow of the Chapter.
9.3 BOARD OF EXAMINERS
a. The Board of Examiners shall consist of the voting members of the Executive Committee with the President-Elect to serve as Chair.
b. The Board of Examiners shall, subject to policies established by the Board, set, apply and administer the specific standards, criteria and admission procedures to Fellowship.
c. The meetings of the Board of Examiners shall be confidential except as may be required to carry out its responsibilities.
9.4 JOURNAL OF THE AMERICAN ACADEMY OF MATRIMONIAL LAWYERS.
a. The President, subject to the advice and consent of the Executive Committee, shall appoint the Editor-in-Chief and the Board of Editors of the Journal of the American Academy of Matrimonial Lawyers (hereafter Journal) who shall serve at the pleasure of the President.
b. The Editor-in-Chief shall exercise editorial control over the Journal, subject to policies established by the Board and purposes of the Academy.
c. The Editor-in-Chief, unless otherwise qualified, shall be a nonvoting member of the Executive Committee and Board.
Each permanent board shall, on an annual basis, submit, through the Secretary, a report on its activities to the President and the Board.
a. Each committee of the Academy shall be established and authorized by the Board or by the President with approval of the Board and each such committee shall be responsible to the President and the Board, except those committees specifically constituted otherwise.
b. Committees may make recommendations to the Executive Committee and the Board but have no policy-making power and may not exercise such authority of the Board.
c. Except as otherwise provided by the Board, members of the committees shall be Fellows.
d. Each committee shall submit an annual report of its activities to the Board.
10.2 APPOINTMENT OF CHAIRS AND MEMBERS OF COMMITTEES AND BOARDS.
a. Prior to the Annual Meeting of the Board, the President-Elect shall (except for those committees and boards otherwise constituted) designate the Chairs, and members of each standing committee and permanent Board of the Academy for the following year. The First Vice President may designate the Vice Chairs. The required Board approval of the Committees may be obtained by electronic or in person vote of the Board. The first meeting of the Committees will be in November following their approval.
b. The members, Chairs and Vice Chairs shall:
(1) Serve co-terminus with the President-Elect’s term as President, provided however, the first meeting of the Committees shall be held at the November annual meeting prior to the President-Elect assuming the office of President; and
(2) Serve at the pleasure of the President.
No salary or compensation for services shall be paid to or by any Fellow except as may be specifically authorized by the Board.
12.1 FISCAL YEAR.
The fiscal year of the Academy shall begin on the first day of January and end on the last day of December in each year.
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Academy, shall be signed by such officer(s) or agent(s) of the Academy and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination, such instruments shall be signed by the Treasurer.
All funds of the Academy shall be deposited from time to time to the credit of the Academy in such banks, trust companies or other depositories as the President may select with the consent of the Executive Committee.
The Academy shall:
a. Keep correct and complete books and records of account;
b. Keep minutes of the proceedings of its Board and Executive Committee; and
c. Keep an annual list of its Fellows.
The Academy shall indemnify and hold harmless each Governor, elected or appointed officer, committee member or other bodies who serve or served the Academy, from and against any and all claims and liabilities to which they may be or become subject by reason of service or acts on behalf of the Academy and shall reimburse each such person for all legal and other expenses reasonably incurred in defending against any such claim or liability other than those arising from that person’s or body’s own willful misconduct. This indemnification is in addition to rights to which each person or body is otherwise entitled.
WAIVER OF NOTICE.
Any notice requirement contained in these By Laws may be waived by a 2/3 vote of the members of the applicable Committee or Board. This provision shall apply to notice of any meetings of both the Executive Committee and the Board of Governors and shall be substantially in the forms attached, or shall be reflected by name in the minutes. See attached forms.
In parliamentary situations that are not covered by these bylaws, Robert Rules of Order, newly revised, as interpreted by the Parliamentarian and the Board, shall be the parliamentary authority to govern meetings of the Fellows, Board and Executive Committee.
17.1 These bylaws may be amended or repealed at any meeting of the Board by a two-thirds vote of those present, the notice for which contained an intention to act thereon. Unless otherwise stated by its provisions, they shall become effective upon approval.
17.2 Written notice of proposed amendments shall be given to the Board no later than 45 days prior to the meeting.