HBAVA By-laws

HISPANIC BAR ASSOCIATION OF VIRGINIA, INC. (HBAVA) BY-LAWS

ARTICLE I: Organization

1.       Name:  The name  of the organization  shall be the Hispanic Bar Association of Virginia, Inc. (HBAVA)

2.       Motto:  The Motto of the HBAVA shall be:

Fraternity, Advocacy and Justice

Fraternidad, Abogacia y Justicia

3.       Mission Statement:  The HBAVA shall be a specialty bar association organized for the purpose of promoting the fraternal relations between its members, provide specialty membership benefits, foster the professional development of its members, promote the selection of attorneys of Hispanic origin to the judiciary and other appropriate positions, advocate on behalf of issues that affect Hispanics, inform the Hispanic community of their legal rights and responsibilities, promote Hispanic enrollment in Virginia law schools, and undertake and participate in activities promoting justice for all residents of the Commonwealth of Virginia.

 

ARTICLE II: Membership

1.         Regular Membership:    Persons who meet the following criteria are entitled to be considered Regular Members:

(a)     Admitted to practice law and in good standing in the Commonwealth of Virginia or any other state or territory of the United States;

(b)     Resides or works in the Commonwealth of Virginia

Regular members are entitled to the full rights, privileges and benefits of being a member of the HBAVA, including the right to vote on all matters presented to the membership at annual or special meetings, except the election of a Student Representative.

2.          Associate Membership:    Persons who meet the following criteria are entitled to be considered Associate Members:

OR

(a)     Graduate of an accredited law school in the Commonwealth of Virginia or any other state or territory of the United States who is not admitted to practice law in any of the aforementioned jurisdictions

(b)     Any member of the Judiciary who resides or works in the Commonwealth of Virginia

OR

(c)     Admitted to practice law in the Commonwealth of Virginia BUT does not reside or work in the Commonwealth of Virginia

An associate member shall have all the rights and privileges of a regular member, except that associate members shall not have a vote in any affair of the HBAVA, except on matters before a standing or special committee of which he or she is a member.

3.         Student Membership:   Persons who meet the following criteria are entitled to be considered Student Members:

(a)     Student enrolled in an accredited law school in the Commonwealth of Virginia or who is enrolled in an accredited law school in any other state or territory of the United States OR is in the process of reading for admission into the Commonwealth of Virginia in accordance with mandated state requirements

(b)     Resides in the Commonwealth of Virginia

A student member shall have all the rights and privileges of a regular member except that student members shall not have a vote in any affair of the HBAVA except on matters before a standing or special committee of which he or she is a member and the election of a Student Representative to the Board.

4.        Admission to Membership:   A person eligible for membership shall be admitted upon submission of a completed application for membership as adopted by the Board of Directors and the payment of the applicable annual dues.

5.        Dues:   Annual dues are payable on or before May 31 for each calendar year as follows

(a)       Regular Member:  $50.00

(b)       Regular or Associate Member (admitted to a bar less than 3 years):  $35.00

(c)        Student Member:  $10.00

6.       Termination of Membership:   Membership may be terminated by resignation, nonpayment of dues, or expulsion by a three-quarters vote of the membership present at a special meeting called for that purpose.  There shall be an opportunity for a hearing before a vote to expel is taken.

 

ARTICLE III:  Officers

1.         General: The officers of the HBAVA shall be the following:

(a)     President

(b)     Past-President

(c)     Vice President

(d)     Secretary

(e)     Treasurer

(f)     Judiciary Chairperson

(g)     Legislative Chairperson

(h)     Communications Chairperson

(i)     Education Chairperson

(j)     Student Representative

All officers, with the exception of the Student Representative, shall be regular members and the President, and Past President must be members of the Bar of the Commonwealth of Virginia. All officers, except the Student Representative, shall have a vote on the Board of Directors. All officers shall serve without compensation.

2.       President:  The President shall be the chief Executive Officer of the HBAVA and, subject the Articles of Incorporation, by-laws, applicable law and general direction of the Board of Directors, shall generally supervise the management of the affairs of the HBAVA. The President shall preside at all meetings of the Board of Directors and the HBAVA.  The President shall perform all other duties ordinarily incident to the office.

3.       Past-President: The Past-President shall perform such duties as may be assigned to him or her by the President or Board of Directors.

4.       Vice-President:  The Vice-President shall assist the President in the performance of his or her duties and shall perform such other duties as may be assigned to him or her by the President or Board of Directors. In the event the office of President becomes vacant, the Vice President shall perform the duties of the President during the temporary absence or disability of the President. The Vice President shall succeed the President in the event of a vacancy.

5.       Secretary:  The Secretary shall keep the minutes of all meetings of the Board of Directors, special and annual meetings of the HBAVA.  The Secretary shall be the custodian of all such minutes, all minutes of committee meetings and all other records, documents, and property of the HBAVA and shall at all times maintain a complete roll of the HBAVA membership. The Secretary shall be responsible for sending notices of the Annual Meeting or any special meeting of all of the membership.

6.       Treasurer:   The Treasurer shall be responsible for maintaining the checking account of the HBAVA and for all accounts receivable and payable of the HBAVA.  The Treasurer shall be the custodian of all monies of the HBAVA and shall collect and, subject to the direction of the Board of Directors, disburse all funds of the HBAVA.  The Treasurer shall keep, or cause to be kept, accurate accounts of all financial transactions.  Such accounts shall be in books kept for that purpose and shall be open for inspection at any time by any member of the Board of Directors or auditors appointed by the President or Board of Directors.  The Treasurer shall submit at the annual meeting of the HBAVA’s a suitable written annual report of the HBAVA's financial position including (a) all receipts and disbursements during the year and (b) all obligations outstanding at the end of the financial year, with any comments as to current and prospective future financial position that he or she may deem informative.  The Treasurer shall make such interim financial reports as the President or Board of Directors shall direct.

7.       Judiciary Chairperson: The Judiciary Chairperson shall serve as Chairperson of the Judicial Review Committee, shall represent or designate another member of said committee to represent the HBAVA on judicial screening panels considering and reporting on the qualifications and fitness of candidates and nominees for local, State and Federal judicial office. In addition, at the request of the Board of Directors, convene the Judiciary Review Committee to consider and report to the Board of Directors on the qualifications and fitnesss of candidates for judicial office.

8.       Legislative Chairperson: The Legislative Chairperson shall serve as Chairperson of the Legislative Committee, which shall monitor proposed legislation affecting the Latino community, and report and recommend responses, if deemed warranted, by the Board of Directors.

9.       Education Chairperson:  The Education Chairperson shall serve as Chairperson of the Education and Social Activities Committee, which shall propose, plan and implement one or more social activities per year, at least one which shall include continuing legal education (“CLE”).

10.      Communications Chairperson: The Communications Chairperson shall serve as Chairperson of the Communications Committee, which shall be responsible maintaining and updating the HBAVA’s primary vehicle for communications, the internet website at www.hbava.org.

11.      Student Representative:  The Student Representative shall serve as the HBAVA's liaison to law students and represent their views before the Board of Directors. The student representative shall be elected at the annual meeting by the regular and student members present.

12.      Filing Temporary Absences:   With the exception of the position of President, the President of the HBAVA shall have the authority to temporarily appoint a member to fill any vacancy that occurs on the Board of Directors during the term of the President's tenure until the next Annual Membership Meeting.

13.       Term of Office:  All officers of the HBAVA shall serve for a one-year period of time. Officers shall be elected by the membership at the membership's annual meeting (held in June of each year or as soon thereafter as a quorum can be obtained). Officers who choose to may run again for their previous position or any other available position on the Board of Directors.  The term of each officer shall commence immediately upon the adjournment of the annual meeting in which he or she was elected and shall continue through the next annual meeting until his or her respective successor is elected and qualified.

14.      Nominations for Officers:  Nominations for any elected office of the HBAVA shall be submitted in writing by any member in good standing of the HBAVA to the Secretary at least thirty (30) days before the scheduled annual meeting. The Secretary shall forward the names, biographical information and personal statements of qualified nominees with the notice of the annual meeting to the membership.  Nominations may also be made from the floor at the annual meeting by any member in good standing with the HBAVA.

 

ARTICLE IV:  Board of Directors

1.       Composition:  the Board of Directors shall consist of the President, Past-President, Vice President, Secretary, Treasurer, Student Representative, Judiciary Chairperson, Legislative Chairperson, Education Chairperson and Communications Chairperson.

2.       Duties:   The Board of Directors shall be the governing body of the HBAVA. Consistent with, and subject to the HBAVA's Articles of Incorporation, by-laws, and applicable law, the Board of Directors shall give directions to all officers and committees, act for the HBAVA, manage its affairs, make appropriations of its funds in the ordinary course of business, and establish such regulations as it deems advisable to govern the conduct of the HBAVA business.  The members shall commence service on the Board of Directors immediately upon election or appointment to their respective offices and shall serve until the next annual meeting.

3.       Meetings:  The Board of Directors shall meet on a regular basis and said meetings shall be open to any member of the HBAVA who may wish to attend.  The President shall distribute to the membership a proposed schedule of regular meetings of the Board of Directors for each fiscal year. An emergency Board of Directors meeting to consider a time sensitive matter may be convened by the President without following notice requirements. Notification and minutes of the emergency meeting shall be forwarded to all members no later than the distribution of notice of the next regular meeting of the Board of Directors.

4.       Quorum:   Five voting members of the Board of Directors shall constitute a quorum at the Board of Directors meeting.  Members of the Board of Directors may vote by proxy where reasonable circumstances impede their presence at such Board of Directors meetings. For purposes of establishing a quorum, a member of the Board of Directors shall be considered "present" if he or she is able to fully participate in the proceeding, regardless of whether the member is actually present at the meeting.

 

ARTICLE V: Committees

1.       Standing Committees:  The following committees shall be the standing committees of the HBAVA: Judicial Review Committee, Legislative Committee, Litigation Committee, Education and Social Activities Committee, and Communications Committee.  The Chairs of all standing committees shall be elected by the members of the committee yearly at the first committee meeting following the annual meeting.   The chairs shall be responsible for conducting the affairs of their respective committee.

(a.)    EDUCATION AND SOCIAL/BAR ACTIVITIES COMMITTEE

The Committee shall propose, plan and implement activities related to the professional development and continuing legal education of the HBAVA's members, and, fund raising and social event promoting the mission of the HBAVA.  The Committee shall have the authority to make program arrangements on behalf of the HBAVA, subject to the prior approval of any expenditures by the Board of Governors. The Committee shall propose and undertake initiatives to promote increased Hispanic enrollment in law schools within the Commonwealth of Virginia.  The Committee shall endeavor to cultivate fraternal relations with other individuals and entities and disseminate widely information regarding the existence and mission of the HBAVA.  The Committee shall be responsible for identifying and encouraging the membership of eligible individuals with the HBAVA and shall encourage the participation of members in HBAVA meetings and activities.  The Committee shall propose and develop free or low cost membership benefits for the HBAVA.

(b.)    COMMUNICATIONS COMMITTEE

The Committee shall promote positive media coverage of the HBAVA, Hispanics and the legal profession, prepare and issue press releases approved by the president and organize press conference at the President's direction.  The Committee shall endeavor to cultivate fraternal relations with other individuals and entitles and disseminate widely information regarding the existence and mission of the HBAVA.  The Committee shall be responsible for identifying and encouraging the membership of eligible individuals with the HBAVA and shall encourage the participation of members in HBAVA meetings and activities. The Committee shall propose and develop free or low cost membership benefits for the HBAVA.

2.       Special Committees:  The Board of Directors shall have the power to create other committees with such powers and duties as it deems advisable, consistent with these by­ laws. Special committees will automatically cease to exist at the end of the term of office of the appointing Board of Directors, unless continued by the new Board of Directors.

3.       Special Committee Appointment:  The Board of Directors shall appoint the Chairs of all special committees.   Special Committee Chairs shall serve annual terms that shall terminate at the next annual meeting after their appointment.

 

ARTICLE VI: Annual Meeting

1.       Date of Annual Meeting:  The Annual meeting of the HBAVA shall be held in June of each year or as soon thereafter as a quorum can be obtained. The exact date for the annual meeting shall be set by the Board of Directors no later than 30 days from the anticipated Annual Meeting date.

2.       Notice of Annual Meeting:  The Secretary or other officer shall mail or forward through any other appropriate medium a notice of the Annual Meeting of the HBAVA at least ten (10) days in advance to all members at their last known address as reflected in the membership rolls. The Notice shall state the time, place and object of the meeting.

3.       Quorum:  A simple majority of all regular members present at the meeting, but no less than five (5) regular members, shall constitute a quorum for the transaction of business at an annual meeting.

4.       Order of Business: At the annual meeting, the Order of Business shall be as follows:

(a)     Reading of the minutes of the last annual meeting.

(b)     Report of the President

(c)     Report of the Vice President

(d)     Report of the Treasurer

(e)     Report of the Student Representative

(f)     Report(s) of the Standing Committees

(g)     Report(s) of the Special Committee

(h)     General Business

(i)     New Business

(g)      Election of New Officers

5.       Voting:    Unless otherwise provided at the meeting, a simple majority of those present shall decide any HBAVA matter put to a vote at the annual meeting.

6.       Procedures: The Robert's Rules of Order shall govern the procedure of all HBAVA meetings, unless otherwise dispensed with by majority vote of the members present.

 

ARTICLE  VII:   Formation of Local Chapters

Local Chapters of the HBAVA may be organized.   Requests for the approval and recognition of a local chapter shall be submitted in writing to the President.   The request shall include a description and justification of the jurisdictional boundaries of the proposed chapter, a copy of its proposed rules and organizational structure, and a list of its organizing members. The Board of Directors shall set forth such reasonable terms and conditions as it deems appropriate for formally recognizing the proposed chapter as an official affiliate of the HBAVA.    Upon recognition pursuant to the approval of the  Board  of  Directors, members of local chapters shall have all the benefits and privileges associated with HBAVA membership, in accordance with these by-laws.

 

ARTICLE VIII:  Amendments

These by-laws may be amended by a two-thirds vote of the members present and voting at any annual meeting or at any special meetings called for the purpose, provided that written notice of proposed amendments shall be transmitted to members not less than ten (I 0) days in advance of such meeting.

 

ARTICLE IX: Miscellaneous

Fiscal Year:  The fiscal year of the HBAVA shall be from July 1 to June 30 of each calendar year.

 

DATE OF LAST APPROVAL OF BY-LAWS:                                                              _