ARTICLE I MEMBERS
Section 1. ACTIVE AND INACTIVE MEMBERS, REGISTRATION.
The Board of Governors shall cause to be maintained a registry of active and inactive members in accordance with the GUAM BAR ASSOCIATION Rules. Persons licensed on or prior to the effective date of the Rules shall register within a time to be fixed by order of the Court. Persons licensed thereafter shall register promptly upon their admission to practice. Upon registration, a member shall pay the full amount of the prescribed fee for the current calendar year, unless he is admitted to practice less than six months before expiration of the current calendar year; in which case he shall pay one-half of the fee for such year. An inactive member who amends his registration so as to become an active member shall pay the active membership fee for the current calendar year less the amount of the fee paid for said year as an inactive member, provided that for active membership of less than six months in the current calendar year he shall pay one-half of the difference between the active and inactive membership fee. In case of late registration, a member shall pay the active membership fee for the current and all past years. If he elects to register as an inactive member such election shall, in case of late registration, take effect at the beginning of the next year.
ARTICLE II MEETINGS OF MEMBERS
Section 1. NOTICE, ORDER OF BUSINESS.
Notice of meetings of members shall be as prescribed by Rule 6, Section 4. At each meeting of the members the order of business shall be as prescribed by the Board of Governors, except as provided in these Bylaws. The order of business may be changed by vote of a majority of the members present at any meeting.
Section 2. QUORUM.
A quorum shall consist of twenty-five percent of the active membership of the GUAM BAR ASSOCIATION in good standing.
Section 3. RESOLUTIONS COMMITTEE
At least seven days prior to each meeting of the members of the GUAM BAR ASSOCIATION, the President shall appoint a Committee on Resolutions and designate the Chairman. The Committee shall report all resolutions referred to it, together with its approval, disapproval or other recommendation thereon, to the meeting of the members. Every resolution shall be in writing, and unless presented by a committee or section, it shall be referred to the Committee on Resolutions. In order to be eligible for consideration, a resolution requiring referral shall be filed at the office of the GUAM BAR ASSOCIATION at least five days before the annual meeting.
ARTICLE III BOARD OF GOVERNORS AND EXECUTIVE COMMITTEE
Section 1. VACANCIES.
If any member at large vacancy in the Board of Governors is created by death, resignation, removal from office, suspension, or disbarment, and the vacancy occurs between annual meetings of the GUAM BAR ASSOCIATION, or if no successor is elected as provided for herein, the post shall be filled from the active membership by vote of the remaining members of the Board, and the person so appointed shall hold office for the unexpired term. Voting shall be by secret ballot.
Section 2. QUORUM.
A majority of the members of the Board of Governors shall constitute a quorum of said Board.
Section 3. POWERS AND DUTIES.
The government of the GUAM BAR ASSOCIATION shall be vested in the Board of Governors. It shall control and administer the business and affairs of the GUAM BAR ASSOCIATION and shall have all the powers necessary or incidental thereto and for carrying out the purposes of the GUAM BAR ASSOCIATION in keeping with the Rules and these Bylaws. The Board shall select from the active membership the Delegate of the GUAM BAR ASSOCIATION to the House of Delegates of the American Bar Association.
Section 4. MEETINGS.
The Board of Governors shall meet immediately after the adjournment of the annual meeting of the members, or on the following day, as the President may direct, and there shall be at least three additional regular meetings of the Board each year. Special meetings may be called by him or the Secretary upon request of any five members of the Board, not less than ten nor more than twenty days after such request is received. Meetings shall be held at such times and places as may be fixed by the Board or the President. Every member of the Board shall have at least three days’ notice, by electronic mail, of each meeting of the Board of Governors, other than the meeting following the annual meeting of the members.
Section 5. BUDGET.
The Board of Governors shall adopt a budget to each fiscal year showing the anticipated income and tentative appropriations to cover estimated expenses of the GUAM BAR ASSOCIATION which budget the Board of Governors shall have authority from time to time to amend.
ARTICLE IV OFFICERS
Section 1. PRESIDENT, VICE-PRESIDENT, SECRETARY, TREASURER.
The officers of the GUAM BAR ASSOCIATION shall consist of a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. OTHER OFFICERS.
The Board of Governors may create such other offices as it deems necessary, with such authority and duties as prescribed by the Board. Such offices shall be filled by appointment by the President with the approval of the Board.
Section 3. REMOVAL.
An officer may be removed for cause by two-thirds of the members of the Board of Governors at a meeting called for that purpose, after being given a written statement of the charges against him and a hearing before the Board thereon, if he so requests.
Section 4. RESIGNATION.
Any officer may resign at any time upon settling his accounts with the GUAM BAR ASSOCIATION.
ARTICLE V THE PRESIDENT
Section 1. PRESIDING OFFICER.
The President shall preside at all meetings of the GUAM BAR ASSOCIATION.
Section 2. ANNUAL ADDRESS.
The President shall deliver an address at the annual meeting of the members.
Section 3. DUTIES UPON TAKING OFFICE.
At the first meeting of the Board of Governors held following the annual meeting at which he is elected to the presidency, the President shall: (a) Submit in writing to the Board of Governors a proposed programs of activities for the ensuing year; (b) Appoint the committee chairmen and members with the approval of the Board; and (c) Present such budgetary recommendations as he may deem appropriate.
Section 4. ANNUAL REPORT.
The President shall annually and near the expiration of his term of office make a written report to the Court concerning the affairs of the GUAM BAR ASSOCIATION, copies of which shall be made available to the members at the annual meeting.
ARTICLE VI VICE-PRESIDENT, SUCCESSION
Section 1. DUTIES.
The Vice-President shall perform such duties as the President may delegate to him and as the Board of Governors may prescribe. In the event of the absence or disability of the President, the Vice-President shall preside at all meetings of the GUAM BAR ASSOCIATION and of the Board of Governors and shall perform all other duties of the President and in the event of a vacancy in the office of the President he shall succeed to the presidency.
ARTICLE VII THE SECRETARY
Section 1. DUTIES.
The Secretary shall be responsible for the keeping of the minutes and other records of the GUAM BAR ASSOCIATION. He shall be Secretary of the Board of Governors and shall be responsible of keeping the minutes of the Board. He shall attend to the giving of all notices and shall perform the duties customarily incidental to his office and such other duties as the Board of Governors may from time to time prescribe.
ARTICLE VIII THE TREASURER, FINANCE
Section 1. DUTIES.
The Treasurer of the GUAM BAR ASSOCIATION shall bill and collect the membership fees. He shall be responsible for disbursement of the funds of the GUAM BAR ASSOCIATION pursuant to authorization by the Board of Governors, or as otherwise provided. He shall make reports in reference to finance at all meetings of the Board of Governors and of the members of the GUAM BAR ASSOCIATION. He shall be responsible for the keeping of regular accounts, which at all times shall be open to the inspection of the members of the GUAM BAR ASSOCIATION.
Section 2. DEPOSIT AND WITHDRAWAL OF FUNDS.
Funds of the GUAM BAR ASSOCIATION shall be deposited in any bank or savings and loan association insured by an agency of the United States, designated by the Board of Governors. Such deposits shall be in the name of the “GUAM BAR ASSOCIATION” or, in the case of a special trust fund, in the name of said fund with the addition of the words “GUAM BAR ASSOCIATION”, and shall be withdrawn only by checks or vouchers signed by any two of the following, as may be authorized by the Board: The Treasurer, the Secretary, the President, the Vice-President, and the Executive Director.
Section 3. SUCCESSION.
In the event of vacancy in the office of the Treasurer, or his absence or disability, his duties shall devolve upon the Secretary until the vacancy is filled or an acting Treasurer is appointed.
Section 4. BOND.
A blanket fidelity bond shall be obtained to cover all officers, employees, or other persons handling funds of the GUAM BAR ASSOCIATION, which bond shall be payable to the GUAM BAR ASSOCIATION in such amounts as the Board of Governors shall determine from time to time.
Section 5. FINANCIAL STATEMENT.
Annually and as of the end of each fiscal year, a Financial Statement shall be made by an independent certified public accountant, selected by the Board of Governors, of all the funds, property and accounts of the GUAM BAR ASSOCIATION. The Financial Statement shall be delivered to the Board of Governors and made available to the membership for their consideration. (Amended 12/98)
ARTICLE IX NOMINATIONS AND ELECTIONS
Section 1. NOMINATION OF MEMBERS OF THE BOARD OF GOVERNORS.
On or before September 1 of each year the Secretary shall notify each active member in good standing that a term of a member of the Board of Governors is to expire at the conclusion of the next annual meeting, of the date fixed by this Section for filing nominating positions. Such notice may be given by email or mail to each such member at his address shown on the records of the GUAM BAR ASSOCIATION, or by publication in an official publication of the GUAM BAR ASSOCIATION, including the Guam Bar Association website. The members may nominate one or more candidates for the office of member of the Board of Governors for the two-year term commencing at the conclusion of the next annual meeting. A nominating statement shall be filed for each candidate at the office of the GUAM BAR ASSOCIATION, not later than October 15, and shall be signed by three active members in good standing.
Section 2. NOMINATING COMMITTEE, OTHER NOMINATIONS.
(a) On or before each September 15, prior to the annual meeting at which the officers’ term shall expire, the President shall appoint a nominating committee of five members approved by the Board. The nominating committee shall nominate two candidates for each of the offices. In the event the nominating statement for members at large of the Board of Governors filed on or before October 15 pursuant to Section 1 are insufficient to nominate at least one candidate for each such post to be filled, the nominating committee also shall nominate candidates for such posts from the active membership so that there shall be a candidate for each such post. No nomination shall be made unless the proposed nominee consents thereto.
(b) After nominations are made as provided by Section 1 and Section 2(a) above, a list of the nominees shall be emailed or mailed to each active member in good standing, and published in an official publication of the GUAM BAR ASSOCIATION, including the Guam Bar Association website, at least forty-five days before the date of the annual meeting. Not later than ten days after the date of emailing or mailing, and publication, of the list of nominations so made, any twenty active members in good standing may nominate a candidate for President, Vice-President, Secretary or Treasurer by filing at the office of the GUAM BAR ASSOCIATION a nominating statement.
(c) No person may be nominated under Section 1 of this section for more than one office. Every nominee must be an active member in good standing.
Section 3. BALLOTS.
As soon as practicable, the Board shall meet and determine the persons duly nominated who have accepted the nomination, and shall cause ballots to be prepared to (a) election of officers of the GUAM BAR ASSOCIATION, and (b) election of a member or members of the Board of Governors in which the term of an incumbent will expire at the conclusion of the next annual meeting. The Ballots may be separate for officers and members at large of the Board, respectively, or combined. Each ballot shall have printed thereon the name of each person duly nominated for each position to which the respective ballot applies. Instructions accompanying the ballots, or imprinted thereon, shall specify the method by which a vote for a particular candidate shall be indicated and shall give notice as to the last date by which the ballot must be received at the office of the GUAM BAR ASSOCIATION, which date shall annually be fixed by the Board of Governors.
Section 4. VOTING AND ELECTIONS.
Voting. In all matters requiring action of the membership, every Active Member in good standing shall be entitled to one vote. A majority of the members voting shall constitute action of the members.
Manner of Voting. Voting on any question (other than the election of Officers and Board of Governors, or amendment of the Bylaws) may be by voice vote, unless the presiding officer shall order, or the membership so require by a motion duly approved by the members in attendance, that voting be by ballot.
The election of the Officers and Board of Governors of the Association, and the adoption of amendments to the Rules and Bylaws, shall be by written ballot or by electronic ballot as determined by the Board of Governors.
Ballots shall be given (in the manner provided in Article II of these Bylaws for the giving of notice of meetings) to each active member of the Association at least five (5) days before the date fixed by the Board for receipt of the ballots for the election or adoption of amendments.
Each member desiring to vote shall mark his ballot according to the instructions furnished, and shall return the ballot or ballots in the manner prescribed by and on or before the date specified by the Board of Governors. No ballot returned later than such date shall be counted.
There shall be an Election Committee named by the President, who shall designate the chairman. At the time and place specified by the Board of Governors, the Election Committee shall (a) compile all ballots timely received; (b) verify and confirm the eligibility of the member to cast a ballot; (c) count the ballots for candidates for officers of the GUAM BAR ASSOCIATION or amendments to the Rules and Bylaws; and (d) report and certify the results to the Board and members at the beginning the annual meeting or as soon thereafter as certified. The Committee shall deposit the ballots, including any not counted for any reason, with the Secretary. The Election Committee may employ such impartial accounting and clerical assistance as it may deem necessary.
Section 5. RECOUNT.
Any candidate dissatisfied with the result of the count as to his election may, prior to adjournment of the annual meeting, request a recount of the ballots pertaining to his election by filing such a request in writing with the secretary of the meeting. The President shall forthwith appoint a Recount Committee (which shall be composed of persons different from the Election Committee), and designate the chairman thereof. The Recount Committee shall, as soon as practicable; (a) recount the ballots pertaining to all elections in which a recount has been requested and examine the envelopes containing ballots not counted, such ballots, as determined by the Committee; (b) determine the number of votes validly cast for each candidate in such election; and (c) report the results to the annual meeting. The results determined by the Recount Committee shall be final and not subject to further challenge.
Section 7. DECLARATION OF RESULTS OF ELECTIONS.
The candidate receiving a plurality of the votes in each election (according to the report of the Election Committee, or in election in which a recount shall have been requested, the report of the recount Committee) shall be declared elected. In the event two or more candidates receive the same highest number of votes in any election, the incumbent holder of his position shall continue to serve until his successor is determined, and the Board of Governors shall determine which of such tying candidates shall be declared elected.
ARTICLE X COMMITTEES – GENERALLY
Section 1. NAMES.
The following shall be standing committees of the GUAM BAR ASSOCIATION and shall be appointed as provided by these Bylaws or the Rules of the GUAM BAR ASSOCIATION: 1. Bar Programs and Public Relations 2. Legislative and Government Liaison 3. Continuing Legal Education 4. Legal Aid and Lawyer Referrals 5. Bench-Bar 6. Alternative Disciplinary Committee and Attorney Wellness. 7. Foundation and Recruitment. 8. History and Publications Committee.
Section 2. NUMBER OF MEMBERS, APPOINTMENT.
Except as otherwise provided, all standing committees shall be composed of five members, including a Chairperson and Vice-Chairperson, appointed by the President with the approval of the Board; provided that the President may in his discretion, with the approval of the Board, appoint additional members for his term only.
Section 3. SPECIAL COMMITTEES.
There shall be such special committees, other than those referred to in the Rules of the GUAM BAR ASSOCIATION or the Bylaws, as may from time to time be authorized or created by the Board of Governors or by resolution of the members of the GUAM BAR ASSOCIATION. Unless otherwise provided, members of special committees shall be appointed by the President with the approval of the Board. The special committees shall continue for such terms as may be designated in creating them, and if no time is determined shall continue until abolished by the creating authority.
Section 4. CHAIRPERSON AND VICE CHAIRPERSON.
The President each term with the approval of the Board, shall designate and appoint a chairperson and a vice chairperson of each standing and special committee, except as otherwise provided.
Section 5. VACANCY IN OFFICE OR COMMITTEE, ABSENCE OR DISABILITY.
Unless otherwise provided: (a) a vacancy in any office or committee shall be filled by appointment by the President with the approval of the Board, and the appointee shall hold office for the unexpired term and until his successor shall have been chosen; and (b) in the event of the absence or disability of an officer of committee member an acting officer or member to serve during such absence or disability may be designated by the President with the approval of the Board.
Section 6. MEETINGS, REPORTS.
Committees shall meet as often as necessary in order to perform their duties. Each committee shall keep a record of all actions taken, and shall submit to the President, on or before December 1 of each year, a report of its activities.
Section 7. STAGGERED TERMS.
Except as otherwise provided, the President, in making the initial appointments, shall appoint one-half of the members of each committee for a term of one year and the other one-half of the members of each committee for a term of two years. All subsequent appointments shall be for terms of two years, so that half of the membership of each committee shall retire each year, except as otherwise provided. Each member shall hold office until his successor is appointed.
ARTICLE XI STANDING COMMITTEES
1. Bar Programs and Public Relations: Responsible for all matters involving the relationships between the legal profession and the community at large; including professional and social events for the GUAM BAR ASSOCIATION, responsible for conducting all communications with the Bar and public; performing media and community outreach and civic involvement, including Mock Trial, Law Day and similar events.2. Legislative and Government Liaison: Responsible for conducting any and all affairs and engaging relation between the GUAM BAR ASSOCIATION and the Guam Legislature and Government of Guam, including reviewing proposed legislation, and representing the GUAM BAR ASSOCIATION in any committee or legislative hearings on any proposed legislation, subject however to Article XII of these Bylaws.
3. Continuing Legal Education: Responsible for arranging all continuing legal education programs for the GUAM BAR ASSOCIATION, including certification of credit and programs and the enforcement, monitoring and compliance with Guam Rules Governing Mandatory Continuing Education.
4. Legal Aid and Lawyer Referrals: Responsible for establishing a viable lawyer referral system and overseeing the activities of same, as well as overseeing the activities of the existing legal aid organizations. Also responsible for assisting in the administration of justice and provision of counsel for indigents and others, including Court-appointed counsel and criminal indigent defense, pro bono activities and service to the public.
5. Bench-Bar. Responsible generally for conducting any and all affairs and relationships between the GUAM BAR ASSOCIATION and the Courts of Guam including reviewing all Court procedures and proposed Rules. The Committee shall represent the interests of the Association in issues of mutual interest to the Association and Judiciary and Courts of Guam.
6. Alternative Disciplinary and Attorney Wellness Committee: Responsible for actively managing, determining and participating in all referrals under Rule 11 of the GUAM RULES FOR LAWYER DISCIPLINARY ENFORCEMENT AND DISABILITY PROCEEDINGS (Adopted pursuant to Promulgation Order No. 21-001-01 (Mar. 16, 2021), effective August 1, 2021, as amended), and to promote attorney well-being by providing education, peer-to-peer support and resources to attorneys in the areas of mental health, emotional balance, stress management, and addiction.
7. Foundation and Recruitment: Responsible for initiating, developing and supporting programs, projects and activities for the purpose of promoting the advancement of education by providing financial assistance and opportunities to students currently enrolled in accredited law schools who have demonstrated an interest and commitment to the practice of law in Guam, to solicit and receive donations in the name of the Guam Bar Association, or other charitable organization designated and/or formed by the Board of Governors, to establish and expand the ability to award grants and scholarships directed at recruitment.
8. History and Publications Committee: Responsible for promoting the collection, writing and dissemination of historical information of the Guam Bar Association. Responsible for publication of the Guam Bar Brief, or other publication, including providing information for publication on the Guam Bar Association website.
ARTICLE XII PROPOSED LEGISLATION, REPRESENTATION OF THE GUAM BAR ASSOCIATION
Section 1. LEGISLATION.
No legislation shall be recommended, approved or disapproved by the GUAM BAR ASSOCIATION unless: (a) the same is germane to the purposes of the GUAM BAR ASSOCIATION; (b) there has been a report thereon by an appropriate committee or section; (c) after committee or section action thereon, and prior to the taking of a vote for approval or disapproval of the legislation in accordance with the committee or section recommendation, the text of the proposed legislation submitted for disapproval shall have been furnished to each member of the Board if the Board is to act thereon, or published in an official publication of the GUAM BAR ASSOCIATION, including the Guam Bar Association website, or distributed by mail or email to the members if the members are to act thereon; and (d) such action is taken by a vote a majority of the members of the GUAM BAR ASSOCIATION present at a meeting or by a vote of a majority of the members of the Board of Governors.Section 2. REPRESENTATION.
No officer of the GUAM BAR ASSOCIATION or any Section or Committee or member thereof, shall represent the GUAM BAR ASSOCIATION or any Section or Committee thereof, before any legislative body, in any court or before any other tribunal, unless authorized to do so by the Board of Governors.
Section 3. RIGHTS OF INDIVIDUAL MEMBERS.
Nothing in these Bylaws shall restrict the right of an individual member of the Bar to appear before any legislative body, in any court or before any other tribunal, and voice views opposed to the position taken by the GUAM BAR ASSOCIATION.
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1. RULES OF ORDER.
At all meetings of the members of the GUAM BAR ASSOCIATION, its Board of Governors, or any committee or section thereof the Chairman shall designate the procedures in which to conduct the meeting in an effective and efficient manner of business, except where such rules shall conflict with any provision of the Rules or Bylaws of the GUAM BAR ASSOCIATION (As amended, Promulgation Order 18-002-001, Feb. 27, 2018).
Section 2. FILING OF PROCEEDINGS.
All addresses, reports, and other papers read at any meeting of the GUAM BAR ASSOCIATION shall be transmitted to and filed with the Secretary within thirty days from the adjournment of such meeting.
Section 3. FISCAL YEAR.
The fiscal year of the GUAM BAR ASSOCIATION shall be the calendar year.
Section 4. SEAL.
The seal of the GUAM BAR ASSOCIATION shall be in such form as is adopted by the Board of Governors. A certified copy of the seal shall be filed with the Clerk of the Court.
Section 5. COMPENSATION.
No officer or Board or Committee member shall receive compensation for their services to the GUAM BAR ASSOCIATION, but they shall be entitled to the reimbursement of their reasonable expenses.
Section 6. REFERENDUM TO ENTIRE MEMBERSHIP.
Any question germane to the purposes of the GUAM BAR ASSOCIATION, whether or not action thereon has been taken at the annual meeting or at a meeting of the Board, may be referred to a vote of the membership of the GUAM BAR ASSOCIATION upon (a) vote of two-thirds of the entire membership of the Board, or (b) adoption of a resolution therefore by vote of two-thirds of those present at any annual meeting. Whenever a referendum is to be taken as provided herein the Secretary shall prepare a questionnaire of ballot which, after approval by the Board, shall be submitted to each member.
Section 7. AMENDMENT OR REPEAL.
These Bylaws, or any provision thereof, may be amended or repealed as provided by Rule 7 of the GUAM BAR ASSOCIATION Rules.
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