Sample Bylaws Template
For Reference When Creating/Revising HLSA Club/SIG Bylaws
Article I – Office
The principal office of the HLSA Club/SIG shall be in the (CITY, STATE/PROVINCE, COUNTRY). The principal office may be relocated by a resolution of the Board of Directors.
Article II – Fiscal Year
The fiscal year of the HLSA Club/SIG is from July 1 through the following June 30.
Article III - Membership
Section 1. Privileges, Benefits and Dues
Any person meeting one or more of the following qualifications and/or any qualifications established by the Harvard Law School (the “School”) as governing the definition of alumni/alumnae shall be a member of the Harvard Law School Club/Association of XXX (the “Club”).
There shall be no dues in connection with membership in the HLSA Club/SIG.
Section 2. Regular Meetings
Meetings of the membership will ordinarily be held monthly, except for the months of July and August.
Section 3. Annual Meetings
The last meeting of the fiscal year shall be designated as the annual meeting, at which time oral or written reports shall be received from the outgoing President and Treasurer, and the new officers shall be introduced for terms to take effect on July 1.
Section 4. Special Meetings
Special meetings may be called by the Chair or the President at any time provided that at least five (5) days notice is given to the membership prior to any such meeting.
Section 5. Payment for Meetings and Events
The Directors and Officers, as appropriate, shall determine the policy with respect to charges, if any, to be made for particular meetings and events as well as the policy with respect to charges for cancellation or non-payment.
Article IV - Directors
Section 1. Organization of the Board of Directors
The Board of Directors shall consist of twelve members, four of which are to be elected each fiscal year for a term of two years. The President shall be considered the thirteenth voting member of the Board. The immediate past President, if elected a Director, shall, at his or her option, serve as the Chair of the Board. In the event that the immediate past President is not elected to the Board of Directors or chooses not to serve as the Chair, the Board of Directors shall elect by majority vote from its members a Chair not later than two months after the election of the new Directors.
Section 2. Nomination and Election of Directors
One-third of the Directors of the HLSA Club/SIG shall be nominated annually by the Nominating Committee, as set out in Article VII Section 3, provided previous consent to serve has been obtained. Directors will be elected by the membership at the same time as the annual election of Officers.
Section 3. Duties of Directors
The Board of Directors shall provide general direction to the President and the Officers of the HLSA Club/SIG. Board Meetings shall be called by the Chair or a majority of Directors by giving at least five (5) days notice to all Directors. The first meeting of the fiscal year shall normally be held prior to September 1 in conjunction with a meeting of the new Executive Committee for the purpose of reviewing the results of the past year and providing guidance for the coming year’s program. A majority of the Board of Directors, present in person or represented by proxy, shall constitute a quorum for the transaction of business, and resolutions shall be effective when voted affirmatively by a majority of Directors present at a meeting, except for amendments to these By-Laws which require a two-thirds vote as provided for in Article IX.
- Review and approval of changes to the By-Laws.
- Determination of the privileges, benefits and classifications of membership.
- Review and approval of the outgoing President’s report, the Audit Committee report and the financial statements of the HLSA Club/SIG.
- Review and approval of the incoming President’s plans and financial forecast for the coming year.
Section 4. Permanent Vacancies
In the event of the resignation, death or continued absence of the President or the Chair of the Board, the Board of Directors shall designate by a majority vote a replacement to serve until the next annual election. In the event of resignation, death or continued absence of any other Director, the Chair of the Board shall appoint a replacement to serve until the next annual election.
Article V - Officers and their Election
Section 1. Officers
The Officers shall be a President, an Executive Vice President, a Program Vice President, a Membership Vice President, a Communications Vice President, an JD Vice President, an LLM Vice President, a Secretary, a Treasurer, a Technology Chair, and any such other officers and assistant officers as may be designated by the Nominating Committee or appointed by the President to fulfill the needs of the HLSA Club/SIG.
Section 2. Nomination of Officers
Nomination of officers shall be made by a Nominating Committee as set forth in Article VII Section 3. The Nominating Committee shall report to the President and propose to the membership at the regular April meeting at least one candidate for each office to be filled. The consent of each candidate must be obtained before his or her name is placed in nomination. Each nominee’s term will be for the forthcoming year.
Section 3. Election of Officers
The officers shall be elected by a majority of the members present at a meeting to be held no later than June of each year to serve starting July 1 for one full year, or until their successors are elected.
There may be one or more candidates for any office, and candidates may be added by a nomination of two dues-paying members from the floor.
No person shall hold the offices of President, Executive Vice President or Program Vice President for more than two consecutive years, without the approval of the Board.
Section 4. Permanent Vacancies
In case of permanent vacancies occurring in any office because of resignation, death, or continued absence, the President shall appoint a successor to serve until the next annual election.
Article VI – Duties of the Officers
Section 1. President
- The President shall be the Chief Executive Officer and shall preside at all meetings of the membership and Executive Committee. While serving as President, he or she will be considered a voting member of the Board of Directors. The President shall act as the primary contact with the School’s External Relations Office.
- He or she is empowered to appoint committees hereinafter provided and shall, ex officio, be a member of all of them.
- At the conclusion of his or her term of office, the President will prepare an annual report of the activities of the Club during his or her tenure and present this report to the first joint meeting of the Board of Directors and Executive Committee.
- He or she is empowered to delegate such duties as are appropriate to the other officers in addition to the duties assigned herein.
- In the event of the temporary absence of the President for any reason, his or her duties will be temporarily assumed by the Executive Vice President.
Section 2. Executive Vice President
The Executive Vice President shall perform the duties of the President when he or she is temporarily absent and will generally assist the President in the proper performance of his or her duties. The Executive Vice President shall coordinate the scheduling and program content of all Club events with the other Vice Presidents and Committee Chairs.
Section 3. Program Vice Presidents
The Program Vice Presidents are responsible for arranging the regular monthly breakfast, luncheon and evening Club meetings. The Assistant Program Vice Presidents, if any, will assist the Program Vice Presidents in the proper performance of their duties. In the temporary absence of the Program Vice Presidents, the Assistant Program Vice Presidents shall perform all duties pertaining to that office.
Section 4. Membership Vice President
The Membership Vice President is responsible for encouraging membership in the Club, promoting payment of dues and, working with the Club Administrator, ensuring that records of such membership, including the names and addresses of all members, are on a current basis. He or she is responsible for corresponding with the School and other affiliated groups on membership matters and keeping a file on such correspondence. The Assistant Membership Vice President, if any, will assist the Membership Vice President in the proper performance of his or her duties. In the temporary absence of the Membership Vice President, the Assistant Membership Vice President shall perform all duties pertaining to that office.
Section 5. Communications Vice Presidents
The Communications Vice Presidents are responsible for all communications with the members and between the HLSA Club/SIG and the legal and business community, as directed by the President. This includes the maintenance of the HLSA Club/SIG’s website to give notification and maximum promotion of the HLSA Club/SIG’s and School activities. The Assistant Communications Vice Presidents, if any, will assist the Communications Vice Presidents in the proper performance of their duties. In the temporary absence of the Communications Vice Presidents, the Assistant Communications Vice Presidents shall perform all duties pertaining to that office.
Section 6. JD Vice President
The JD Vice President is responsible for encouraging and promoting JD membership and arranging events of special interest to JDs.
Section 7. LLM Vice President
The LLM Vice President is responsible for encouraging and promoting LLM membership and arranging events of special interest to LLMs.
Section 8. Secretary
The Secretary when so requested by the President or Chair of the Board shall assist in arranging meetings of the Board and Executive Committee. The Secretary shall be the custodian of the records of the HLSA Club/SIG, shall keep minutes of the Executive Committee and Board of Directors meetings, and shall be responsible for filing the District of Columbia Bi-Annual Report after reviewing it with the Legal Counsel to the Board of Directors.
Section 9. Treasurer
- The Treasurer shall receive all monies of the HLSA Club/SIG; shall keep an accurate record of receipts and expenditures; and shall pay all bills after approval by the responsible Officer or Chair of a Standing Committee by check from deposited HLSA Club/SIG funds. The Treasurer shall review all records accepted at the beginning of the year and shall turn over the records in good form and after reviewing them with the Audit Committee to the new Treasurer at the end of his or her year in office. After the Board has approved the annual financial statements, the Treasurer:
- Shall prepare the tax returns required by the Federal government and/or XXX; and
- Shall forward these documents to the Legal Counsel to the Board of Directors for review and filing.
- The Treasurer’s accounts shall be examined annually by an Audit Committee, appointed by the Chair of the Board. The Audit Committee, once they are satisfied that the Treasurer’s final report is correct, shall report in writing to the Chair of the Board to that effect.
- The Treasurer is responsible for maintaining records and arranging for custody of any property of the HLSA Club/SIG.
- In the temporary absence of the Treasurer, the Assistant Treasurer, if any, shall perform all duties pertaining to that office.
- As authorized by the President, the Treasurer shall open a checking account and a savings account in a recognized banking institution and shall have the responsibility for deposits and corporate withdrawals from each, providing the accounts do not exceed the insured maximum limits of the FDIC or the FSLIC in any one financial institution. With the approval of the Chair of the Board and the President, the Treasurer is authorized to place a portion of corporate funds in money market instruments, such as certificates of deposit, or commercial paper, and/or in a money market fund.
- He or she shall give bond for the faithful performance of the Treasurer’s duties in such sum and with such sureties as the Board may determine, unless this requirement is waived by the Board. Any cost or premium for such bond will be paid by the HLSA Club/SIG.
Section 10. Technology Chair
- Oversees club’s website and manages online tools provided by the School (AlumniMagnet)
- Helps troubleshoot issues with members – as related to the use of the online tools
- Responsible for serving as the main liaison between the club and the HLS Alumni Relations office for technology related issues, concerns, or requests
- Trains other board members/alumni volunteers on the use of the online tools
Article VII – Committees and Activities
Section 1. Executive Committee
The Executive Committee shall consist of the officers of the HLSA Club/SIG and the Chairs of the standing committees. The President shall serve as Chair of the Executive Committee. The duties of the Executive Committee shall be to advise the President on important activities and such other business as may be referred to it by the President.
The Chair of the Board shall be an ex officio member of the Executive Committee and have the right to attend meetings without voting privileges.
Executive Committee meetings shall be at the call of the President or by a majority of the Committee members at any time giving at least five (5) days notice to all committee members. A majority shall consist of a quorum and the rules contained in Roberts Rules of Order shall govern in all cases where necessary and where they are not inconsistent with these By-Laws. A special meeting will be held each year with the new slate of officers and committee Chairs to review continuing and future programs.
Section 2. Committees Appointed by the President
Committees may be appointed by the President for a specific purpose at any time. The President may delegate the composition of the respective committee to the individual the President appoints as the committee chair. The duration of each committee’s existence shall be as determined by the President.
Section 3. Special Committees Appointed by the Chair of the Board
Special committees such as the Audit Committee, Nominating Committee, and Committees for special projects and programs shall be appointed by the Chair of the Board and will be disbanded when their work is completed.
The Chair of the Board shall act as Chair of the Nominating Committee which is responsible for the nomination of Directors and Officers in accordance with the provisions of Article IV Section 2 and Article V Section 2 of these By-Laws. The other members of the Nominating Committee shall be the incumbent President and three other members of the Board appointed by the Chair, provided at least one of the three is a former President of the Club.
Article VIII – Indemnity
- No Director or Officer of the HLSA Club/SIG shall be personally liable for any matter or thing resulting from his or her status as such or from the performance of his or her duties except as a result of his or her gross negligence or willful misconduct.
- Any person (or his executors, administrators, heirs, legatees, and/or devisees) subjected to any fine, penalty, or liability, and/or made a party to any claim, action, suit or proceeding, by reason of the fact that he or she is or was a Director or Officer of the HLSA Club/SIG shall be indemnified by the HLSA Club/SIG against the amount of any such fine, penalty, or liability and/or reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with the defense of any such claim, action, suit or proceeding or any appeal therein as well as the amount of any such settlement approved in advance by the Board of Directors with respect to any such claim, action, suit or proceeding. However, there shall be no indemnification to any such person for any fine, penalty, liability or expense incurred as a result of gross negligence or willful misconduct in the performance of his or her duties as conclusively determined by the Board of Directors.
- The forgoing right of indemnification shall not be deemed exclusive of any other rights to which any Officer or Director may be entitled apart from the provisions of this Article.
Article IX – Amendment to By-Laws
The Board of Directors and the members of the HLSA Club/SIG shall each have the power to make, adopt, alter, amend, and repeal from time to time provisions in these By-Laws. The Board of Directors shall take such action by a vote of two-thirds of the Directors present at a meeting called for such purpose. The membership shall take such action by a vote of two-thirds of the dues-paying members eligible to vote at any regular monthly meeting or special meeting called for such purpose, provided that notice of any proposed changes shall have been given at least one month prior to such meeting by announcement at a prior regular monthly meeting, by publication on the HLSA Club/SIG’s website, or by electronic or other notice to the members.