BYLAWS OF THE CLAYTON COUNTY BAR ASSOCIATION, INC.

as amended in 2019

ARTICLE ONE

Purposes

1.1. The purposes of this Association are, in addition to those purposes set out in the Articles of Incorporation, to uphold and defend the Constitutions of the United States of America and of the State of Georgia and to maintain representative government; to exert greater influence among members of the legal profession and upon the life of the Community; to promote needed reform in law; to facilitate the administration of justice; to elevate the standards of integrity, honor and courtesy in the legal profession; to cultivate a spirit of collegial brotherhood and good comradery among the members; and to enter into a closer relationship with the State Bar of Georgia and to be an organized bar association for all purposes including the prevention of unauthorized practice of law in the State of Georgia and in the Clayton Judicial Circuit.

ARTICLE TWO

Membership

2.1 Membership in the Association shall be of the following classes as follows:

(a) Active membership: Any member of the State Bar of Georgia, in the regular practice of law or any Judge of any Court in the State of Georgia, shall be eligible for membership in the Clayton County Bar Association upon payment of his/her dues to the Association. This membership shall be of a voting status.

(b) Inactive membership: Any non-practicing Attorney shall nevertheless be eligible for inactive membership in the Association upon payment of dues. This membership shall be a non-voting status unless they retain their Bar license.

(c) Student membership: Any law student currently enrolled in a law school shall be eligible for membership in the association upon payment of $50.00 for his/her dues. This membership shall be a non-voting status.

2.2 Dues and voting: All members of the Association shall be liable for the payment of dues and assessments fixed in accordance with the provisions of these By­laws for active, inactive and student members. Only Active members shall be entitled to vote for the offices as provided herein, and to participate in any other ballots or votes regarding the affairs, management or policies of the Association.

2.3 Procedure for becoming member: Application for membership shall be made to the Executive Committee of the Association and the same shall be confirmed upon payment of dues. Any person applying for membership in the Association thereby obligates himself or herself, upon admission, to abide by the Articles of Incorporation and these By-laws of the Association and such changes as may hereinafter be made herein.

2.4 Resignation of members: Any member can resign at any time. The Association may, by Executive Committee action, reinstate any member who has resigned on his/her written application for reinstatement.

2.5 Expulsion of members: Any member may be expelled for cause by a three-fourths vote of the members of the Association present at any meeting called for the purpose of considering the matter.

ARTICLE THREE

Annual Meetings

3.1 Annual, Regular and Called Meetings: There shall be an annual meeting of the Association during the month of June of each year and there shall be such other meetings as may be from time to time called by the President or by a majority of the Executive Committee. Each regular monthly meeting shall be the third Thursday of each month unless the Association shall designate otherwise, by a simple majority vote. The Executive Committee may change the date of the regular monthly meetings and give the membership at least five days written notice of the new date.

3.2 Notice of all called meetings and the annual meeting shall be given at least five (5) days prior thereto, by mailing a notice or sending an electronic notice to each member at their last known address.

3.3 Presence of at least 15 active members of the Association at any meeting shall be necessary to constitute a quorum for the transaction of business.

3.4 All meetings shall be conducted in accordance with Roberts Rules of Order unless the rules are suspended by a majority vote of the membership present.

ARTICLE FOUR

Officers and Directors

4.1 The officers of the Association shall be the Immediate Past President, the President, the Vice President, the Secretary, Treasurer and the Member-at-Large. These officers, except the Immediate Past President and President, shall be elected at the annual meeting of the Association as hereinafter provided.

4.2 Vacancies: In the event a vacancy occurs in the office of President, as a result of death, resignation or otherwise, the Vice President shall perform the duties and functions of that office for the remainder of the term in which such vacancy occurs. Other vacancies may be filled by appointment by the President.

4.3 Delegates: The Association may select from the active membership of the Association delegates and alternates from the Association to other professional associations.

4.4 Executive Committee-Board of Directors: There shall be an Executive Committee composed of the President, Vice President, Secretary, Treasurer, and the Member-at-Large. The Executive Committee shall be the Board of Directors. The Executive Committee shall keep written minutes of its meeting. At each meeting of the Executive Committee the minutes of the prior meeting shall be read and approved.

4.5 Method of Election: Officers of the Association shall be nominated and elected in the following manner. The officers of the Association, except the President, shall be elected at the annual meeting and shall take office at the close of the annual meeting. A nominating committee shall be formed during February of each year and shall be constituted as follows: The President shall serve as Chairman of the committee and the President shall appoint two members and the Association body shall select two members. The Committee shall meet and prepare the report of nominations of at least one person for the office of Vice President, Secretary, Treasurer and Member at Large, and shall give such report at the next regular meeting preceding the annual meeting. Upon receipt of the report, the President shall hear nominations from the floor. After nominations are closed, no further nominations shall be received. No nominations shall be received from the floor during the annual meeting when the election is held, unless there are no candidates for an office. A person shall be required to receive a majority of the votes cast to be duly elected. At the close of the annual meeting, the Vice President elected at the previous annual meeting shall assume the office of President and the officers duly elected at the annual meeting shall assume office. All officers shall serve until their successors are duly elected and qualified.

ARTICLE FIVE

Powers of the Executive Committee

5.1 The Executive Committee shall have general control over the affairs of the Association, subject to the Articles of Incorporation as amended and these By-Laws as amended. The Executive Committee shall exercise such power and control as are usually exercised by governing boards and shall have control of all of the affairs of the Association.

ARTICLE SIX

Dues

6.1(a) Persons who have been duly admitted as members of the Association shall pay dues as may be required by the membership, unless the Association shall provide otherwise. Any member failing to pay his/her dues within thirty (30) days after his/her admission to membership, or persons already members who fail to pay their dues within thirty (30) days after receipt of annual statement for dues, shall automatically be suspended, and shall be reinstated upon payment of said dues. Should such suspended member fail to pay any dues prior to the next annual meeting of the Association, he/she shall thereafter be dropped from the membership rolls. Annual dues for membership in the Association shall be set at $175.00 annually, payable upon receipt of statement to be mailed in July of each year. Dues may be increased without amendment to these By-laws by majority vote of the members of the Association at a duly called or regular meeting or at the annual meeting of the Association.

6.1(b) A Bar Association member who reaches the age of seventy-five (75) years and who has a minimum of fifteen (15) years of dues paid membership in the Association shall no longer be required to pay annual dues and shall maintain his or her right to vote as an active member. Each such member shall retain all other rights, privileges, and responsibilities accorded all other members of the Association. The provisions shall be applicable in the year such members attain the age of seventy-five (75) prior to July 1st of that year.

ARTICLE SEVEN

Other Committees

7.1 The President shall be authorized to appoint, from time to time, such other Committees as may be deemed necessary and proper. A majority of the members of any Committee shall constitute a quorum.

ARTICLE EIGHT

Adoption and Amendment of By-Laws

8.1. These By-Laws may be amended at any annual, regular or called meeting of the Association, provided that there is a quorum present and provided further that a majority of those present vote for the adoption of said Amendment.

ARTICLE NINE

Unauthorized Practice of Law

9.1. This Association hereby declares itself to be an organized Bar Association of the State of Georgia, and declares and does hereby authorize the Association to have the powers granted under the terms of O.C.G.A.§l5-19-58, as the same may from time to time be amended, to petition to enjoin the unauthorized practice of law as defined by Georgia Law. The Association is authorized to expend funds of the Association in investigating any alleged occurrence or occurrences of unauthorized practice of law, including the cost of obtaining evidence and transcripts of proceedings. The Association may authorize its officers, in the name of and on behalf of the Association, to institute proceedings to enjoin the alleged unauthorized practice of law at a regular or called meeting of the Association, provided five (5) days written notice is given to the active membership of the Secretary of the Association, and upon adoption of a Resolution authorizing the same by a three-fourths vote of those active members attending said regular or called meeting, provided a quorum is present.

ARTICLE TEN

Seal

10.1 The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the company followed by the word “(Seal)” enclosed in parentheses or scroll, shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him/her or by his/her assistants on the certificates of stock and other appropriate papers of the By-Laws of the Clayton County Bar Association, Inc.

ARTICLE ELEVEN

Scholarship

11.1 The Clayton County Bar Association, through exclusively voluntary contributions solicited by the bar association, will provide a scholarship for College related expenses to one student from the Clayton County High School System. This scholarship shall be based on scholastic and athletic achievement, by delegation from the bar a committee designated by rule 7.1, in each year in which the total amount of contributions has reached the level of $1,500.00.


BYLAWS OF THE CLAYTON COUNTY BAR ASSOCIATION, INC.

as amended in 2019

ARTICLE ONE

Purposes

1.1. The purposes of this Association are, in addition to those purposes set out in the Articles of Incorporation, to uphold and defend the Constitutions of the United States of America and of the State of Georgia and to maintain representative government; to exert greater influence among members of the legal profession and upon the life of the Community; to promote needed reform in law; to facilitate the administration of justice; to elevate the standards of integrity, honor and courtesy in the legal profession; to cultivate a spirit of collegial brotherhood and good comradery among the members; and to enter into a closer relationship with the State Bar of Georgia and to be an organized bar association for all purposes including the prevention of unauthorized practice of law in the State of Georgia and in the Clayton Judicial Circuit.

ARTICLE TWO

Membership

2.1 Membership in the Association shall be of the following classes as follows:

(a) Active membership: Any member of the State Bar of Georgia, in the regular practice of law or any Judge of any Court in the State of Georgia, shall be eligible for membership in the Clayton County Bar Association upon payment of his/her dues to the Association. This membership shall be of a voting status.

(b) Inactive membership: Any non-practicing Attorney shall nevertheless be eligible for inactive membership in the Association upon payment of dues. This membership shall be a non-voting status unless they retain their Bar license.

(c) Student membership: Any law student currently enrolled in a law school shall be eligible for membership in the association upon payment of $50.00 for his/her dues. This membership shall be a non-voting status.

2.2 Dues and voting: All members of the Association shall be liable for the payment of dues and assessments fixed in accordance with the provisions of these By­laws for active, inactive and student members. Only Active members shall be entitled to vote for the offices as provided herein, and to participate in any other ballots or votes regarding the affairs, management or policies of the Association.

2.3 Procedure for becoming member: Application for membership shall be made to the Executive Committee of the Association and the same shall be confirmed upon payment of dues. Any person applying for membership in the Association thereby obligates himself or herself, upon admission, to abide by the Articles of Incorporation and these By-laws of the Association and such changes as may hereinafter be made herein.

2.4 Resignation of members: Any member can resign at any time. The Association may, by Executive Committee action, reinstate any member who has resigned on his/her written application for reinstatement.

2.5 Expulsion of members: Any member may be expelled for cause by a three-fourths vote of the members of the Association present at any meeting called for the purpose of considering the matter.

ARTICLE THREE

Annual Meetings

3.1 Annual, Regular and Called Meetings: There shall be an annual meeting of the Association during the month of June of each year and there shall be such other meetings as may be from time to time called by the President or by a majority of the Executive Committee. Each regular monthly meeting shall be the third Thursday of each month unless the Association shall designate otherwise, by a simple majority vote. The Executive Committee may change the date of the regular monthly meetings and give the membership at least five days written notice of the new date.

3.2 Notice of all called meetings and the annual meeting shall be given at least five (5) days prior thereto, by mailing a notice or sending an electronic notice to each member at their last known address.

3.3 Presence of at least 15 active members of the Association at any meeting shall be necessary to constitute a quorum for the transaction of business.

3.4 All meetings shall be conducted in accordance with Roberts Rules of Order unless the rules are suspended by a majority vote of the membership present.

ARTICLE FOUR

Officers and Directors

4.1 The officers of the Association shall be the Immediate Past President, the President, the Vice President, the Secretary, Treasurer and the Member-at-Large. These officers, except the Immediate Past President and President, shall be elected at the annual meeting of the Association as hereinafter provided.

4.2 Vacancies: In the event a vacancy occurs in the office of President, as a result of death, resignation or otherwise, the Vice President shall perform the duties and functions of that office for the remainder of the term in which such vacancy occurs. Other vacancies may be filled by appointment by the President.

4.3 Delegates: The Association may select from the active membership of the Association delegates and alternates from the Association to other professional associations.

4.4 Executive Committee-Board of Directors: There shall be an Executive Committee composed of the President, Vice President, Secretary, Treasurer, and the Member-at-Large. The Executive Committee shall be the Board of Directors. The Executive Committee shall keep written minutes of its meeting. At each meeting of the Executive Committee the minutes of the prior meeting shall be read and approved.

4.5 Method of Election: Officers of the Association shall be nominated and elected in the following manner. The officers of the Association, except the President, shall be elected at the annual meeting and shall take office at the close of the annual meeting. A nominating committee shall be formed during February of each year and shall be constituted as follows: The President shall serve as Chairman of the committee and the President shall appoint two members and the Association body shall select two members. The Committee shall meet and prepare the report of nominations of at least one person for the office of Vice President, Secretary, Treasurer and Member at Large, and shall give such report at the next regular meeting preceding the annual meeting. Upon receipt of the report, the President shall hear nominations from the floor. After nominations are closed, no further nominations shall be received. No nominations shall be received from the floor during the annual meeting when the election is held, unless there are no candidates for an office. A person shall be required to receive a majority of the votes cast to be duly elected. At the close of the annual meeting, the Vice President elected at the previous annual meeting shall assume the office of President and the officers duly elected at the annual meeting shall assume office. All officers shall serve until their successors are duly elected and qualified.

ARTICLE FIVE

Powers of the Executive Committee

5.1 The Executive Committee shall have general control over the affairs of the Association, subject to the Articles of Incorporation as amended and these By-Laws as amended. The Executive Committee shall exercise such power and control as are usually exercised by governing boards and shall have control of all of the affairs of the Association.

ARTICLE SIX

Dues

6.1(a) Persons who have been duly admitted as members of the Association shall pay dues as may be required by the membership, unless the Association shall provide otherwise. Any member failing to pay his/her dues within thirty (30) days after his/her admission to membership, or persons already members who fail to pay their dues within thirty (30) days after receipt of annual statement for dues, shall automatically be suspended, and shall be reinstated upon payment of said dues. Should such suspended member fail to pay any dues prior to the next annual meeting of the Association, he/she shall thereafter be dropped from the membership rolls. Annual dues for membership in the Association shall be set at $175.00 annually, payable upon receipt of statement to be mailed in July of each year. Dues may be increased without amendment to these By-laws by majority vote of the members of the Association at a duly called or regular meeting or at the annual meeting of the Association.

6.1(b) A Bar Association member who reaches the age of seventy-five (75) years and who has a minimum of fifteen (15) years of dues paid membership in the Association shall no longer be required to pay annual dues and shall maintain his or her right to vote as an active member. Each such member shall retain all other rights, privileges, and responsibilities accorded all other members of the Association. The provisions shall be applicable in the year such members attain the age of seventy-five (75) prior to July 1st of that year.

ARTICLE SEVEN

Other Committees

7.1 The President shall be authorized to appoint, from time to time, such other Committees as may be deemed necessary and proper. A majority of the members of any Committee shall constitute a quorum.

ARTICLE EIGHT

Adoption and Amendment of By-Laws

8.1. These By-Laws may be amended at any annual, regular or called meeting of the Association, provided that there is a quorum present and provided further that a majority of those present vote for the adoption of said Amendment.

ARTICLE NINE

Unauthorized Practice of Law

9.1. This Association hereby declares itself to be an organized Bar Association of the State of Georgia, and declares and does hereby authorize the Association to have the powers granted under the terms of O.C.G.A.§l5-19-58, as the same may from time to time be amended, to petition to enjoin the unauthorized practice of law as defined by Georgia Law. The Association is authorized to expend funds of the Association in investigating any alleged occurrence or occurrences of unauthorized practice of law, including the cost of obtaining evidence and transcripts of proceedings. The Association may authorize its officers, in the name of and on behalf of the Association, to institute proceedings to enjoin the alleged unauthorized practice of law at a regular or called meeting of the Association, provided five (5) days written notice is given to the active membership of the Secretary of the Association, and upon adoption of a Resolution authorizing the same by a three-fourths vote of those active members attending said regular or called meeting, provided a quorum is present.

ARTICLE TEN

Seal

10.1 The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the company followed by the word “(Seal)” enclosed in parentheses or scroll, shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him/her or by his/her assistants on the certificates of stock and other appropriate papers of the By-Laws of the Clayton County Bar Association, Inc.

ARTICLE ELEVEN

Scholarship

11.1 The Clayton County Bar Association, through exclusively voluntary contributions solicited by the bar association, will provide a scholarship for College related expenses to one student from the Clayton County High School System. This scholarship shall be based on scholastic and athletic achievement, by delegation from the bar a committee designated by rule 7.1, in each year in which the total amount of contributions has reached the level of $1,500.00.