Bylaws of Mississippi Defense Lawyers Association

Revisions Approved December 1, 2014

 

ARTICLE I

 

NAME

 

The official name of this organization shall be

“Mississippi Defense Lawyers Association.”

 

ARTICLE II

 

PURPOSE

 

The purpose of this Association shall be:

 

(1) to bring together by association, communication and organization, lawyers of Mississippi who devote a substantial amount of their professional time to the handling of litigated cases and whose representation in such cases is primarily for the defense;

 

(2) to provide for the exchange among the members of this association of such information, ideas, techniques of procedure and court rulings relating to the handling of litigation as are calculated to enhance the knowledge and improve the skills of defense lawyers;

 

(3) to elevate the standards of trial practice in this area and, in conjunction with similar associations in other areas, to develop, establish, and secure court adoption or approval of a high standard code of trial conduct and courtroom manners;

 

(4) to support and work for the improvement of the adversary system of jurisprudence in our courts;

 

(5) to work for the elimination of court congestion and delays in civil litigation;

 

(6) and in general to promote improvements in the administration of justice and to increase the quantity and quality of the service and contribution which the legal profession renders to the community, state and nation.

 

ARTICLE III

 

MEMBERSHIP

 

Section 1. In General. This Association shall be the sole judge of the qualifications of a prospective member for membership in this association as well as of the continuing qualifications of its individual members.

 

Section 2. Classes of Membership. There shall be two (2) classes of membership which are: General Member and Associate Member.

 

Section 3. Eligibility for General Membership. To be eligible (1) for election to General membership in this Association, and (2) to continue to hold General membership herein, a lawyer (a) must be a member in good standing of the State Bar of Mississippi; (b) must be in private practice and engaged, primarily for the defense and/or on behalf of management in handling and conducting litigation involving, by way of example and not in limitation, tort actions of all types, so-called Title VII and similar actions and labor, antitrust and other commercial actions, or if not in private practice, must be so engaged in supervising or otherwise administratively dealing with such litigation for insurance carriers, utilities, railroads, manufacturers, and other industrial and commercial entities; (c) must have been continuously engaged in the activities described in (b) above for seven  successive years immediately prior to acceptance for General membership; and (d) must have manifested a genuine interest in, or sympathy with, the purposes of this Association as expressed in Article II hereof.

 

Section 4. Eligibility for Associate Membership. Any member of this Association may nominate and sponsor for Associate membership any member in good standing of the State Bar of Mississippi who has practiced for less than seven  years but who otherwise meets all the requirements of Section 3 of Article III of these Bylaws. Associate members shall be entitled to full benefits of membership except they shall not be eligible to vote or hold office. Dues for the first year of Associate membership shall be waived and the initiation fee shall be one-half of the rate for full membership. Dues for the subsequent Associate years shall be discounted from the rate of full membership and shall not be subject to special assessments. An Associate member shall be officially sponsored by a General member in good standing who is charged with the responsibility of notifying the Secretary-Treasurer of the Association if the Associate member ceases to meet the qualifications for membership herein. An Associate member shall be eligible for Associate membership as long as the Association member (1) has a sponsor; (2) has practiced for less than seven  years; and (3) otherwise continues to meet the requirements of these Bylaws. To become a General member, the Associate member must meet all eligibility requirements of these Bylaws and be nominated and approved as otherwise required herein.

 

Section 5. Nominations for Membership. Any two members of this Association may nominate any lawyer who meets the eligibility requirements set forth in these Bylaws for General or Associate membership by submitting the lawyer’s name and qualifications in writing on forms approved by the Association. The initiation fee and dues shall accompany the application.

For Associate membership nominations, a General  Member must be designated as the sponsor of the Associate member. Immediately upon receipt of the application,   the Executive Director  shall promptly refer the application  to the membership committee which shall determine the nominee’s eligibility for membership by inquiring into the character and professional standing and qualifications of the nominee and shall report its findings and recommendations as soon as practicable to the Executive Director . The Executive Director  shall notify the Board of Directors in writing. Fifteen days after such notice the nominee shall automatically become a member without further vote unless within that time a member of the Board of Directors requests in writing to the Executive Director  that the nomination be held for consideration at the next Board of Directors meeting. Any nomination not receiving the favorable recommendations of the membership committee shall also be reported to the Executive Director  and the nomination be held for consideration at the next Board of Directors meeting. For all nominations two unfavorable ballots by the Board at their meeting shall be sufficient to reject the nominee.

 

Section 6. Acceptance and Vesting of Membership. Upon acceptance of the nomination in accordance with Section 5, Article III hereof, such nominee shall be vested with all of the rights, privileges and prerogatives of membership in this Association. The nominee’s acceptance of membership shall be deemed an acknowledgment by him of his assent to the purposes of this Association and of his intended compliance with all of the provisions of these Bylaws.

 

Section 7. Continuation of Eligibility for Membership. In the event, because of a change in the type of practice or business connections, or for any other reason, a member’s eligibility under these Bylaws for membership shall become questionable or cease to exist, such member shall, within a reasonable time, notify the Board of Directors with respect thereto, whereupon the Board of Directors shall determine whether such person shall be eligible for continued membership in the Association.

 

Section 8. Privileged Membership. Any member who is a Charter Member of the Association or who has been a member in good standing for not less than ten years and is seventy years of age, or older, may at his option become a Privileged member by filing a written notice of his election to exercise such option with the Executive Director. Privileged members shall not be required to pay dues and shall not have the right to vote or hold office, but shall have all other privileges and emoluments appertaining to membership. A Privileged member may resume active membership by filing written notice of election to do so with the Membership Committee.

 

ARTICLE IV

 

SUSPENSION AND TERMINATION OF MEMBERSHIP

 

Section 1. For Non-Payment of Dues or Assessments. (a) Any member who shall be in default in payment of annual dues, assessments, or other sums due the Association for a period of six (6) months after the same shall have become due and payable shall be suspended automatically from membership. During the period of his suspension a suspended member shall not be permitted to hold any office in this association, to attend any meetings, or to exercise any of the privileges of membership. Payment by a suspended member of his dues prior to the expiration of twelve (12) months after such dues shall have become due and payable shall automatically restore the suspended member to full membership and to all of the rights, privileges and prerogatives thereof. (b) Any member who shall be in default in payment of any sums due the Association for a period of twelve (12) months after the same shall become due and payable shall be dropped from the membership roll. A member whose membership has been so cancelled shall not be entitled to restoration to membership by the mere payment of delinquent and current dues. He may become a member again only upon invitation of the Board of Directors and the payment of the initiation fee and annual dues required by all new members.

 

Section 2. For Other Causes. (a) Whenever in the judgment of the Board of Directors a member shall cease to possess the eligibility qualifications set forth in Article III hereof, the Board of

Directors, by a vote of a majority of the Board, may terminate and cancel his/her membership; whereupon said member shall be notified of such termination and cancellation in writing, and may within ten (10) days after receipt of such notice request a hearing before the Board of Directors under the circumstances and in the manner provided in Section (b) of this Section 2. (b) The Board of Directors may, after a hearing suspend or expel any member for grossly unprofessional or immoral conduct or for any action or conduct grossly inconsistent with, or inimical or injurious to, the purposes of this Association; provided, however, that a copy of the charges made against him/her, together with written notice of the time and place of hearing thereon by the Board of Directors, shall have been served upon the accused member at least fifteen (15) days prior to said hearing; and, provided further, that the accused member shall have full opportunity to be heard in his/her own defense before said Board. A majority vote of the Board of Directors shall be required for suspension and a three-fourths vote shall be required for expulsion. A member suspended shall automatically be reinstated at the expiration of the period of his suspension. A member expelled may petition for readmission after the lapse of one (1) year following his/her expulsion and, upon a vote of the Board of Directors and the payment of the required initiation fee and just dues, be, by the Board of Directors, readmitted to membership.

 

ARTICLE V

 

DUES, FEES AND ASSESSMENTS

 

Section 1. Establishment of dues, fees and assessments. The annual dues and initiation fees for each member of the Association shall be determined by the Board of Directors. Dues and initiation fee of Associate members shall be a reduced  amount set for General members. Annual dues shall be due and payable on or before the thirty-first day of January.

 

Section 2. Special Assessments. The Board of Directors shall have authority to levy such assessments from time to time as shall be necessary to meet unusual expenditures or to finance a special project or program in furtherance of the purposes of this Association; provided, however, that the total assessment during any fiscal year may in no event exceed a sum equal to the annual dues for such fiscal year. Any special assessment may be nullified by a majority vote of the members of this Association present and voting at any regular or special meeting held within sixty (60) days of the date of the levy of such special assessment.

 

Section 3. The fiscal year. The fiscal year of this Association shall commence on January 1 and end on December 31.

 

 

 

ARTICLE VI

 

MEETINGS OF MEMBERS AND VOTING

 

Section 1. Annual Meeting. The Annual Meeting  of the Association shall be held at such place and on such date as determined by the Board of Directors.

 

Section 2. Special Meetings. Special meetings of the members may be called by the President, or the Board of Directors, whenever he/she or it deems the same necessary or advisable; and whenever there is delivered to the President  a written request for a special meeting signed by fifteen (15) members of this Association, it shall be the duty of the President, or in the case of his/her absence, or disability, or refusal to act, the duty of the President Elect to call a special meeting.

 

Section 3. Notice of Meeting. Written notice of any meeting of the Association shall be mailed or emailed to the last known address of each member at least thirty (30) days before the date of the meeting.

 

Section 4. Voting. At all meetings of the Association, each voting General member shall have one (1) vote and may take part and vote in person only. Unless otherwise specifically provided by these bylaws, the majority vote of those voting members present and voting shall govern.

 

Section 5. Quorum of Members. At an Annual or special meeting of members, fifteen (15) members shall constitute a quorum.

 

Section 6. Rules of Order. Conduct of all meetings shall be governed by the provisions of Robert’s Rules of Order to the extent that they are not inconsistent with these Bylaws.

 

ARTICLE VII

 

OFFICERS

 

Section 1. Elected Officers. The officers of this Association shall be a President, a President Elect, three (3) Vice Presidents (elected from the membership at large rather than as representatives of any specific geographical areas)and a Secretary and a Treasurer. The same person shall hold the offices of Secretary and Treasurer.

 

Section 2. Qualifications for Office. Any General member in good standing shall be eligible for nomination and election to any elected office of this Association.

 

Section 3. Compensation of Officers. Officers shall serve without compensation, but, by action of the Board of Directors, may be reimbursed for their actual and necessary expenses incurred while engaged in the business of this Association.

 

Section 4. Nomination and election of Officers. The President, either before or at the opening session of the Annual Meeting, shall appoint a Nominating Committee consisting of not less than three (3) members whose duties shall be the recommending and reporting to the membership of candidates to be elected at such meeting as the Officers of the Association for the coming year and to fill vacancies on the Board of Directors. A majority vote of the members present and voting shall be necessary to elect each Officer and Director.

 

Section 5. Term of Office. Officers shall be elected by this Association at its Annual Meeting, shall take office at the conclusion of such meeting and shall serve for a term of one (1) year and until their successors are elected and installed.

 

Section 6. Vacancies – Removal. Vacancies in any elected office may be filled for the balance of the term thereof by the Board of Directors at any regular or scheduled meeting. The Board of

Directors in its discretion, a three-fourths vote of all its members, may remove any Officer from any office for cause.

 

Section 7. Duties of Officers. The duties of the officer shall be as follows:

 

PRESIDENT. The President shall preside at all meetings of this Association and of the Board of Directors. He/She shall be the Chief Executive Officer of this Association and shall exercise such executive and appointive powers as the Bylaws, parliamentary usage and custom dictate or as may be imposed by the Board of Directors. He/She shall be a non-voting ex-officio member of all committees. He/She may not succeed himself/herself.

 

PRESIDENTELECT. The President Elect shall assume the duties of the President upon his/her request or when absent, and shall succeed to the office of the President upon the resignation, inability or refusal to act, or death of the President, and shall automatically succeed to the office of President for the next succeeding term. He/She shall be a non-voting ex-officio member of all committees.

 

VICE-PRESIDENTS. The Vice-Presidents, in addition to serving as ex-officio members of the Board of Directors, shall stand ready at all times to assume any duties which may be placed upon them by the President or the Board of Directors.

 

SECRETARY. The Secretary shall oversee the Association records and he/she shall be responsible for the proper and legal mailing of notices to members. He/She shall oversee  the proper recording of proceedings of meetings of the Association, Board of Directors and all committees and carry into execution all orders, votes and resolutions, when not otherwise committed. He/She shall see that adequate records are kept of all members. He/She shall serve as a non-voting ex-officio member of all committees, and he/she shall perform all the duties ordinarily required of, or customarily performed by, a secretary, and such other duties as the President or the Board of Directors may direct.

 

TREASURER. The Treasurer shall oversee the collecting and receiving all fees, dues and assessments from the membership of this Association, and all monies due and payable to this Association from any source. He/she shall oversee the disbursement   of any monies and funds in his/her possession or control only in accordance with order of the Board of Directors. He/she shall oversee the preservation of  proper books of account and keep an accurate account of the finances of this Association, including a detailed record of all receipts and disbursements. At the request of the President or the Board of Directors, he/she shall surrender his/her books of account for examination by the President or the Board of Directors or for auditing by an auditor selected by the Board. At the end of each fiscal year the Treasurer or designee shall provide an annual report which shall reflect the financial condition of the Association. At the expiration of his/her term of office, he/she should deliver to his/her successor all books, money, and other properties in his/her charge, or, in the absence of a successor he/she shall deliver such properties to the President.

 

ARTICLE VIII

 

BOARD OF DIRECTORS

 

Section 1. Manner of Election and Term. The members of the Board of Directors shall be nominated and elected as otherwise provided in these Bylaws for the election of Officers. Each Director shall assume his/her office immediately after the adjournment of the Annual Meeting of the Association at which he/she is elected.

 

Section 2. Composition. There shall be a Board of Directors which shall consist of three (3) members generally from each of the three (3) districts as determined by the MDLA Board of Directors  who shall be elected by the Association at the Annual Meeting for alternating terms of three (3) years each. There shall be three (3) Members at Large (General or Associate) who shall be elected by the Association for terms of one (1) year with voting privileges.  In addition, an Associate Member representative shall be a member of the Board of Directors with voting privileges. The President, President Elect, Vice Presidents, and the Secretary-Treasurer, shall be ex-officio members of the Board of Directors, and each said Officer shall be entitled to vote with the Board of Directors at all regular meetings thereof. The Past Presidents of the Association and the DRI State Representative shall be ex-officio members of the Board of Directors but shall not have voting privileges.

 

Section 3. Authority and Responsibility. The governing body of the Association shall be the Board of Directors which shall have the general supervision, management and control of the business, affairs and activities of this Association, subject, however, to the provisions of the other sections of these Bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted delegate certain of its authority and responsibility to the Association Executive Director. The authority of the Board of Directors shall extend to, and include, the following powers and authority:

 

(a) To fix the annual dues of members.

(b) To levy special assessments on the members to provide for unusual expenditures or to finance a special project or program in furtherance of the purposes of this Association.

(c) To appoint Officers to fill any vacancies which may occur in any elective office or in the Board of Directors by reason of the death or resignation of the incumbent thereof, and any Officer or Director so appointed to fill any such vacancy shall serve until the end of the unexpired term of such office.

(d) To hire or employ the services of an Association Executive Director or such other employee or employees as the Board deems necessary to conduct the work of this Association, none of whom need be members of this Association, and to fix the duties and compensation of any such persons.

(e) In the interval between meetings of this Association to do all acts and perform all functions which this Association itself might do or perform, except that the Board shall have no power to amend these Bylaws.

 

Section 4. Quorum of the Board. At any meeting of the Board of Directors, no less than nine  (9)  members of the Board shall constitute a quorum for the transaction of business for the Association and any such business thus transacted shall be valid provided that it is affirmatively passed upon by a majority of those present.

 

Section 5. Meeting of the Board. Regular meetings of the Board shall be held at such times as the Board by resolution shall determine. Special meetings of the Board may be held from time to time whenever called by the President or any five (5) Directors. Notice of the calling of a special meeting of the Board shall in every case be given by an oral or written announcement thereof at the last regular meeting of the Board preceding the holding of the special meeting so called or by written notice mailed or emailed by the Secretary or Executive Director to each member of the Board at least five (5) days in advance of the holding of the meeting.

 

Section 6. Attendance of Meetings and Removal for Nonattendance. It is expected that all members of the Board shall attend all regular and special meetings. Any member of the Board of Directors who shall miss any three (3) meetings during any three (3) years (or shorter) term shall be deemed thereby to have resigned, and the Board shall proceed to appoint a successor to fill the vacancy created by such a resignation, pursuant to Section 3(c) and Section 8 of this Article. The Board may excuse any one or more of such absences for good cause shown.

 

Section 7. Voting by Postal Mail or Email. Action taken by postal mail or email ballot of the members of the Board of Directors in which at least the majority of such Directors, in writing, indicate themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of such Board.

 

Section 8. Chairman of the Board. The President shall be the Chairman of the Board. In his/her absence, the President Elect, in the absence of both, the immediate Past President, and in the absence of all three (3), a Vice President or member of the Board selected by the Board, shall act as Chairman.

 

Section 9. Vacancies and Removal. Any vacancy appearing on the Board of Directors shall be filled by appointment by the Board of Directors to serve the remainder of the unexpired term. The Board of Directors may in its discretion, by affirmative vote of three-fourths of its members, remove any Director for cause.

 

Section 10. Compensation. Directors and elected Officers shall serve without compensation but, by action of the Board of Directors, may be reimbursed for his actual and necessary expenses incurred while engaged in the business of this Association.

 

ARTICLE IX

 

AMENDMENTS

These Bylaws may be amended at any Annual or special meeting

of this Association at which there is a quorum by a two-thirds vote of the members present and voting; provided, however, that a copy of such proposed amendment has been submitted in writing to the Secretary or Executive Director, who shall present the same to the Board of Directors for its consideration and recommendations prior to the session of the meeting at which the proposed change is to be voted upon by the membership.

 

AMENDMENT I

 

The Executive Committee shall appoint, subject to approval of the Board of Directors, a Defense Research Institute (DRI) State Representative, who shall serve a three-year term as the liaison of the Mississippi Defense Lawyers Association to the Defense Research Institute. The Southern Region Director of the Board of Directors of the DRI  shall be selected for a three year term from the Southern Region states of Kentucky, Mississippi and Tennessee on a rotation basis. The Southern Region Director  beginning a term on the DRI Board of Directors in 1997 shall be from the state of Kentucky, to be followed by a member from the state of Mississippi in 2000, to be followed by a member from the state of Tennessee in 2003, said rotation to continue from term to term in the same sequence.

 

AMENDMENT II (effective January 1, 2002)

 

ARTICLE III

Section 3.   Eligibility for General Membership.  To be eligible (1) for election to general membership in this association, and (2) to continue to hold general membership herein, a lawyer (a) must be a member in good standing of the State Bar of Mississippi; (b) must be in private practice and engaged, primarily for the defense and/or on behalf of management in handling and conducting litigation involving, by way of example and not in limitation, tort actions of all types, so-called Title VII and similar actions and labor, antitrust and other commercial actions, or if not in private practice, must be engaged in supervising or otherwise administratively dealing with such litigation for insurance carriers, utilities, railroads, manufacturers, and other industrial and commercial entities; (c) must have been continuously engaged in the activities described in (b) above for seven  ten  successive years immediately prior to acceptance for general membership; and (d) must have manifested a genuine interest in, or sympathy with, the purposes of this Association as expressed in Article II hereof.

Section 4.   Eligibility for Associate Membership.  Any General Member of this Association may nominate and sponsor for Associate membership any member in good standing of the State Bar of Mississippi who has practiced for less than seven  ten  years but who otherwise meets all the requirements of Section 3 of Article III of these Bylaws.  Associate Members shall be entitled to full benefits of membership except they shall not be eligible to vote or hold office.    Dues for the first year of Associate Membership shall be waived and the initiation fee shall be one-half of the rate for General membership.  Dues for the subsequent Associate years shall be discounted from the rate of General membership and shall not be subject to special assessments.  An Associate Member shall be officially sponsored by a General Member in good standing who is charged with the responsibility of notifying the Secretary-Treasurer of the Association if the Associate Member ceases to meet the qualifications for membership herein.  An Associate Member shall be eligible for Associate membership as long as the associate member (1) has a sponsor; (2) has practiced for less than seven ten years; and (3) otherwise continues to meet the requirements of these Bylaws.  To become a General Member, the Associate Member must meet all eligibility requirements of these Bylaws and be nominated and approved as otherwise required herein.

 

AMENDMENT III (effective December 15, 2014)

Reverse Amendment II regarding eligibility of a General Member from ten years to seven years.

 

AMENDMENT IV (effective December 15, 2014)

Section 2. Composition. There shall be a Board of Directors which shall consist of three (3) members generally from each of the three (3) Mississippi State Bar Association Districts as constituted on April 25, 1987, who shall be elected by the Association at the Annual Meeting for alternating terms of three (3) years each. There shall be three (3) Members at Large (General or Associate) who shall be elected by the Association for terms of one (1) year with voting privileges.  In addition, an Associate Member representative shall be a member of the Board of Directors with voting privileges. The President, President Elect, Vice Presidents, and the Secretary-Treasurer, shall be ex-officio members of the Board of Directors, and each said Officer shall be entitled to vote with the Board of Directors at all regular meetings thereof. The Past Presidents of the Association and the DRI State Representative shall be ex-officio members of the Board of Directors but shall not have voting privileges.

 

Section 4. Quorum of the Board. At any meeting of the Board of Directors, no less than nine (9) members of the Board shall constitute a quorum for the transaction of business for the Association and any such business thus transacted shall be valid provided that it is affirmatively passed upon by a majority of those present.

.