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Code of Regulations of the Dayton Bar Association

Effective July 2, 1990
Revised May 2, 1995
Revised June 13, 1998
Revised June 17, 2003
Revised June 7,2007

ARTICLE I.      NAME.

The name of this Corporation is Dayton Bar Association, hereafter referred to as the "Association." The principal place of business of the Corporation is located in Montgomery County, Ohio.


ARTICLE II.     MEMBERSHIP.

Section 1.  Upon adoption of these Code of Regulations, all persons enrolled as members of this Association, in good standing, shall be members of the Association.

Section 2.       Classes of Membership.  There shall be five (5) classes of membership in the Association, namely:

2.1       Regular Member.  Any person, including members of the judiciary, who is admitted to and a member in good standing of the Bar of Ohio or any other state or territory of the United States shall be eligible for regular membership with voting rights.

2.2       Sustaining Member.  Any person who is otherwise eligible to be a member of the Association may also become a sustaining member. The only difference between sustaining members and any of the other classes of membership shall be in the amount of dues paid; there shall be no difference in their rights. Any member of the Association may, at the member's option, become a sustaining member by the payment of the dues prescribed for a sustaining member. Sustaining members shall continue to be entitled to all of the rights of membership of the category of membership to which they belong.

2.3       Associate Member.  Any associate member in good standing shall be entitled to the rights of membership except an associate member may not hold office, vote, or serve as chair or vice-chair of any committee. The President, with approval from the Board of Trustees may appoint an associate member to serve as chair or vice chair of a committee.  Associate members shall be as follows:

2.3.1    Attorney- any member in good standing of the Bar of Ohio, or the bar of another state or territory of the United States, who is practicing in and whose residence is in a county not adjacent to Montgomery County, Ohio.

2.3.2    Law Student- any person who is enrolled in an accredited law school and maintains the standards as set forth by the law school attending.

2.3.3    Paralegal- any person who, although not admitted to practice law before the Bar of Ohio or another state or territory of the United States, is employed or retained by a lawyer, law firm, or governmental agency as a paralegal (or legal assistant), or is employed in a capacity which involves the performance of legal services under the direction and supervision of an attorney may be sponsored for associate membership by a regular member of the Association who certifies as to the above.

2.3.4    Legal Administrator - any person who, although not admitted to practice law before the Bar of Ohio or another state or territory of the United States, holds degrees in law office administration, accounting, business administration or similar degrees and is employed in helping attorneys deliver legal services or is employed by an attorney, law firm, court or governmental agency as a manager or administrator and is under the direction and supervision of an attorney(s) or judge(s) may be sponsored for associate membership by a regular member of the Association who certifies as to the above.

2.3.5    Law School Graduate- Any person who, although not admitted to practice before the Bar of Ohio or another state or territory of the United States, holds a degree from an accredited law school.

2.4       Retired Member.  Any person who has been a member of the Association for twenty-five (5) consecutive years or more may become a retired member without voting rights if s/he has acquired inactive status under the Rules for the Government of the Bar of Ohio or the bar of any other state or territory of the United States.

2.5       Honorary Member.  The Board of Trustees may from time to time, in accordance with criteria and requirements set by the Board for such recognition, appoint honorary members of the Association. Such honorary members shall have all rights and privileges as a regular member of the Association.


Section 3.       New Members.  Application for membership shall be on a form prescribed by this Association. Election to membership shall be by vote of a majority of the Board of Trustees constituting a quorum at any regularly scheduled meeting of the Board.


Section 4.       Termination of Membership.  Any member who ceases to remain qualified for membership, either as a regular, associate, retired, or honorary member, shall be removed from the membership rolls of the Association by vote of a majority of the Board of Trustees. Any member of the Association who is obligated to pay dues shall automatically cease to be a member if such dues are not paid within sixty (60) days of the due date, unless the person is relieved of the duty to pay dues by the Board of Trustees; provided, however, such person may be reinstated upon application and payment of his/her dues owing to the Association.


Section 5.       Lawyer Discipline.  The Code of Professional Responsibility, as adopted in Ohio, governs the conduct of Ohio lawyers. The Supreme Court Rules of the Government of the Bar of Ohio specify the procedural mechanisms for determining whether there are violations, and, if so, what discipline is appropriate. To assist the Supreme Court of Ohio and its Board of Commissioners on Grievances and Discipline to administer these rules at the local level, a permanent committee of the Association is established, the Certified Grievance Committee (formerly known as the Committee on Professional Ethics) which may consist of sections (with alternate chairs, vice-chairs and members serving on each section), which shall investigate in the manner and to the extent permitted by the rules any complaint referred to it or situation identified suggesting misconduct or mental illness.

In the event a formal complaint is filed by the Association, the co-chair of the Certified Grievance Committee shall have the responsibility of selecting counsel to represent the Association and to try disciplinary cases in accordance with the Supreme Court Rules for the Government of the Bar of Ohio.


ARTICLE III.    BOARD OF TRUSTEES.

Section 1.       Members.  There shall be a Board of Trustees, formerly known as the Executive Committee consisting of ten (10) members, and the President shall be the Chair. The Board of Trustees shall include the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the immediate Past President, and four (4) other members of the Association, who shall be known as the Members-at-Large and who shall be appointed by the President as hereinafter provided.

The terms of the appointed Members-at-Large shall be for two (2) years with the President appointing two (2) Members-at-Large. Upon the death, disability, or resignation of such a Member-at-Large, the President may appoint a successor.


Section 2.       Nomination.  The President, with the approval of the Board of Trustees, shall on or before November 1st of each year, appoint a committee of seven (7) or more Regular Members, who shall be comprised of at least the following: The four current at-large members of the Board of Trustees, the two at-large members whose terms most recently expired and the past president, once removed (the past president who preceded the immediate past president). The duty of the nominating committee shall be to nominate candidates for the elected offices for which vacancies exist as set forth in Section 3 of this Article III. Such Committee shall report the names of the nominees to the Board of Trustees for its approval not later than the next January 2nd following its appointment.

Upon approval by the Board of Trustees, it shall be the duty of the Secretary to publish the nominees of said Nominating Committee in a subsequent issue of the Association's official publication. Regular Members shall have the right to nominate another candidate or candidates for any elected office for which vacancies exist to be filled at the Annual Meeting not later than noon on the 15th day of the month following the publication of the nominees' names by delivering to the Association office a nominating petition signed by at least twenty-five (25) regular (voting) members of the Association whose dues for the current fiscal year are paid. The final slate of nominees shall be published in an issue of the Association's official publication prior to the Annual Meeting where the vote on the nominees shall be taken.

The Nominating Committee shall remain in existence until June 30th of the calendar year following the year in which its members were appointed. In the event that after the final slate of nominees were so published in the April issue of the Association's official publication either the First Vice President, the current Second Vice President, or the Second Vice President Elect shall die, resign, become disabled or be unable to act, as determined by the Board of Trustees, the Nominating Committee shall nominate another candidate.


Section 3.       Election.  The Second Vice President shall serve a one year term expiring on the June 30th next following the July 1st on which the term of office began. Upon the expiration of the term of office of the Second Vice President, the person holding such office shall succeed to the office of First Vice President for a one year term commencing on July 1st immediately following the expiration of such person's term as Second Vice President and ending on the following June 30th. Upon the expiration of the term as the First Vice President such officer shall succeed to the office of the President for a one year term commencing on the July 1st immediately following the expiration of such person's term as First Vice President and ending on the following June 30th.

The Treasurer shall serve a two year term beginning on the July 1st following the election to such office and ending on the second June 30th following the commencement of the term of office. The Treasurer shall be elected in even numbered years.

The Secretary shall serve a two year term beginning on the July 1st following the election to such office and ending on the second June 30th following the commencement of the term of office. The Secretary shall be elected in odd numbered years; provided, however, that a Secretary shall be elected in the year of the adoption of this Code of Regulations to serve only a one year term.

The election of officers, including elections to fill any vacancies that may exist from time to time, shall be held at the Annual Meeting. held in May or June of the year in which the current term for such office expires. The officers to be elected shall be chosen from the candidates nominated for the respective office. Election shall be by voice vote except in the case of a contested election which shall be by written ballot. To be elected a candidate must receive a majority of the votes cast. If no candidate receives the majority of the votes cast, there shall be a second ballot between the two (2) candidates receiving the highest number of votes on the first ballot.


Section 4.       Powers and Duties.  The Board of Trustees shall have the authority under Article XII of the Articles of Incorporation of the Association to administer the business and finances of the Association, including, but not limited to, establishing initiation fees and annual dues which shall be required of members of the Association.


Section 5.       Officers.  The officers of the Association shall be a President, First Vice President, Second Vice President, Secretary, and Treasurer.


Section 6.       Duties of Officers.

6.1.      President.  The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association. S/he shall be a member and serve as Chair of the Board of Trustees. The President shall conduct the daily operations of the Association under the direction of the Board of Trustees and shall have the right from time to time to assign to the other officers and association members, such duties, responsibilities and authority as s/he shall deem appropriate in his/her discretion to carry out the purposes of the Association.

6.2.      Vice Presidents.  In the absence of the President, the Vice Presidents, in order, shall discharge the duties of that office and shall perform such other duties as may be required by the President or the Board of Trustees.

6.3.      Secretary.  The Secretary shall keep all records of all regular and special meetings of the Association and shall perform such other duties as may be required of him/her by the President or the Board of Trustees.

6.4.      Treasurer.  The Treasurer shall collect and, subject to the control of the Board of Trustees, shall disburse all funds of the Association. S/he shall report the Association's finances annually and more often if required. S/he shall keep regular accounts, which shall be open to the inspection of any members. S/he shall comply with such regulations as to other duties of his/her office as may be required by the President or Board of Trustees and shall give such bond as may be required by the Board of Trustees.


Section 7.       Death, Disability or Resignation.  In the event of the death or resignation of the President or his/her disability or inability to act or continue to act, as determined by the Board of Trustees, the First Vice President shall fulfill and perform the duties of the office of the President for the remainder of the term of such officer. In the event of the death or resignation of the First Vice President, during a term in which s/he has succeeded to the Presidency or by his/her disability or inability to act or continue to act, as determined by the Board of Trustees, the Second Vice President shall fulfill and perform the duties of the office of the President for the remainder of the term of such officer.

In the event of the death or resignation of an officer other than the President, or in the event of the disability or inability to act or to continue to act of such officer other than the President, as determined by the Board of Trustees, the remaining members of the Board of Trustees shall appoint a successor to such office from the membership of the Association, such officer so appointed to hold office for the remainder of the term of the officer succeeded. In any such event where a First or Second Vice President is so succeeded, his/her successor so appointed shall not become the President of the Association unless nominated and elected.


Section 8.       Removal.  The Board of Trustees shall have the power to remove any of its members by a vote of at least six (6) members of the Committee at any regular or special meeting of the Committee, called for that purpose, for any one of the following reasons:

A.    A willful failure of the member to carry out the duties of the office as imposed by the Code of Regulations or policies adopted by the Board of Trustees.

B.    Conviction of a criminal offense or suspension from practice by the Supreme Court of Ohio.

C.    Engaging in illegal conduct involving moral turpitude; conduct involving dishonesty, fraud, deceit or misrepresentation; or any conduct that adversely reflects upon the legal profession.

The Committee member shall be given notice of the meeting and the purpose thereof and shall be given a reasonable opportunity to be heard. The member shall not have the right to vote on any removal charge.


Section 9.       Meetings.  The Board of Trustees shall meet upon call of the President or at the request of any two (2) members of the Board of Trustees.


Section 10.   Quorum. Six (6) members of the Board of Trustees shall constitute a quorum.


Section 11.     Reports.  The Board of Trustees shall keep a record of its proceedings and shall report its activities, if called for, at any meeting of the Association.


Section 12.     Association Property.  The Board of Trustees and its successors shall hold all real and personal property of the Association as Trustee for the Association.


ARTICLE IV.    EXECUTIVE DIRECTOR.

The Executive Director shall be appointed by the Board of Trustees and shall be the Chief Staff Executive (CSE) of the Association. The Executive Director shall serve at the pleasure of the Board of Trustees and shall have such duties, authority, terms of employment and compensation as may be determined by the Board of Trustees from time to time. As the Chief Staff Executive, the Executive Director shall manage the day-to-day business of this Association and shall have authority to employ any other staff members necessary to maintain the daily operation or discharge any staff member. The Executive Director shall be a non-voting ex officio member of the Board of Trustees and all of the Standing and Special Committees of the Association. For purposes of orderly administration of the business of the Association, the Executive Director shall report to and shall be supervised by the President, except as the Board of Trustees may otherwise determine.


ARTICLE V.     COMMITTEES.

Section 1.       Standing Committees.  There shall be the following Standing Committees:  Finance Committee, Membership Services and Development Committee, Certified Grievance Committee (formerly known as Professional Ethics Committee), Continuing Legal Education Committee, Committee on the Judiciary, Bar Exam & Qualifications Committee, Judges' Committee on Notaries Public, Eikenbary Trust Committee, Congeniality Committee, Presidents' Council, and Unauthorized Practice of Law Committee. The President shall, upon assuming office, promptly designate a chair and vice-chair and appoint members to each of the foregoing committees.


Section 2.       Divisions, Special and Other Committees.  The President, with the advice and consent of the Board of Trustees, shall have the power to create and appoint members to such other Divisions, Special and Other Committees and to define the powers and functions of such other Divisions and Committees.


Section 3.       Liaison.  The President shall appoint to each Standing Committee and each Special Committee a member of the Board of Trustees as a non-voting member of such committee for the purpose of liaison between the committee and the Board of Trustees.


Section 4.       Chair and Vice-Chair.  The Chair of each Standing Committee and each Special Committee shall serve for a one-year term. A Chair may be re-appointed at the discretion of the President.


Section 5.       Committee Reports.  Each Standing Committee and each Special Committee shall maintain a record of its proceedings and shall report its activities to the Board of Trustees as may be requested from time to time. Additionally, each committee shall prepare its objectives at the beginning of each year, and at the end of the year, the committee shall submit an annual report of its activities in form suitable for publication in the Association's official publication. Each committee's annual report shall be submitted to the Board of Trustees no later than the first working day of the month of May for review by the Board of Trustees at its May meeting prior to being published in the June issue of the Association's official publication. This rule shall have no application of the Certified Grievance Committee which shall be autonomous from the Board of Trustees, subject to supervision pursuant to Rule V, Supreme Court Rules for the Government of the Bar.


Section 6.       Removal and Vacancies.  The President, with the advice and approval of the Board of Trustees, may remove any member of any Standing Committee or Special Committee for failure to attend to his or her duties and may in like manner fill for the unexpired term any vacancy in any such committee or in the office of Chair or Vice-Chair.


ARTICLE VI.    MEETINGS OF MEMBERS.

Section 1.       Annual Meeting.  The Association shall hold an annual meeting in May or June of each year, the date for which shall be fixed by the Board of Trustees not less than thirty (30) days in advance thereof.


Section 2.       Other Monthly and Special Meetings.  Other meetings may be held at such times as the President or Board of Trustees shall provide. Special meetings must be called by the President at the written request of twenty-five (25) Association members.


Section 3.       Quorum.  Twenty-five (25) members shall constitute a quorum at any annual, monthly, or special meeting and all decisions of the members shall be made on the majority vote of those present and voting.


Section 4.       Notice of Meetings.  Notice of annual, monthly, and special meetings of the Membership shall be sent to all members at least ten (10) days prior to the meeting.


ARTICLE VII.   FISCAL YEAR.

The fiscal year of the Association shall be July 1st through the following June 30th.


ARTICLE VIII.  AMENDMENTS TO ARTICLES OF INCORPORATION AND CODE OF REGULATIONS.

The Articles of Incorporation and the Code of Regulations may be amended by a two-thirds (b) vote of the members present at any meeting of the Association, providing that the text of any such proposed amendment shall be sent to the membership at least thirty (30) days preceding such meeting.