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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.

Section 2. ASSOCIATES AND STUDENT ASSOCIATES. In addition to the membership and classes of membership provided in the preceding section of this Article, the Board of Governors shall consider and in the exercise of its discretion approve or disapprove application for association as Associates or as Student Associates, as provided by Rule 2, Section 6. Such association shall carry with it the privilege of attendance at GUAM BAR ASSOCIATION meetings, without the right to Vote or hold office, and the receiving of GUAM BAR ASSOCIATION official publications, but shall not carry with it other rights and privileges incident to membership. Applications for association shall be on such forms as may be prescribed by the board of Governors, including endorsement or recommendation of applicant by an active member of the GUAM BAR ASSOCIATION. Such association shall be on an annual calendar year basis subject to renewal without necessity for additional application. The amount of dues or fees required of such Associates and of such Student Associates shall be as to each group respectively as prescribed by the Board of Governors. Application to become an Associate or Student Associate shall be approved only when the applicant meets the qualifications prescribed therefore by Rule 2, Section 6.

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 By-Laws. 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 By-Laws. The Board shall select 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 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 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. 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 mailed to each active member in good standing at least forty-five days before the date of the annual meeting. Not later than ten days after the date of mailing 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. VOTERS LISTS, DISTRIBUTION OF BALLOTS. A voters list shall be prepared containing the names of all currently active members in good standing. Each such member shall be given a distinguishing number. There shall be mailed to each such member by regular mail as soon as practicable and at least twenty days before the annual meeting: (a) a ballot for election of officers of the GUAM BAR ASSOCIATION and, where applicable, a ballot for election of a member or members of the Board of Governors, or a combined ballot for all such offices; (b) a plain envelope containing no identification, for transmission of the ballots, and (c) an envelope addressed to the office of the GUAM BAR ASSOCIATION, bearing an identifying number of the member, together with a blank for signature of the member. The ballots shall bear no number or identification.

Section 5. CONDUCT OF ELECTION. Each member desiring to vote shall mark his ballot according to the instruction furnished, and shall return the ballot or ballots in the envelopes herein before prescribed to the GUAM BAR ASSOCIATION 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 a time and place specified by the Board of Governors, the Election Committee shall (a) separate the ballots in the unopened envelopes; (b) determine from the numbers and signatures on the envelopes that the ballots were cast by members in good standing, withholding and preserving those not so identified; (c) open the envelopes which bear qualifying numbers and signature and place the plain inner envelopes in a separate container; (d) open the plain inner envelopes and count the ballots for candidates for members of the Board of Governors; (e) count the ballots for candidates for officers of the GUAM BAR ASSOCIATION; and (f) report the results at the beginning the annual meeting. The Committee shall deposit the ballots and envelopes, 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 6. 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 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 By-Laws or the Rules of the GUAM BAR ASSOCIATION: 1. Program and Public Relations 2. Legislative Liaison 3. Continuing Legal Education 4. Library 5. Legal Aid and Lawyer Referrals 6. Judicial Liaison 7. Professional Ethics and Unauthorized Practice of Law

Section 2. NUMBER OF MEMBERS, APPOINTMENT. Except as otherwise provided, all standing committees shall be composed of four members 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 By-Laws, 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. CHAIRMAN AND VICE CHAIRMAN. The President each year with the approval of the Board, shall designate and appoint a chairman and a vice chairman 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.