Barry University Alumni Association - Law School Chapter Constitution and Bylaws
ARTICLE ONE - NAME
The name of the organization shall be: The Barry University Alumni Association - Law School Chapter ("Chapter"), with the principal place of business Orlando, County of Orange, State of Florida.
ARTICLE TWO - PURPOSE
The purpose of this Chapter is to promote the interests of Barry University Dwayne O. Andreas School of Law (hereinafter, the "Law School"), to engage alumni and establish mutually beneficial relations between the Law School and its alumni, and to help support the Law School for scholarships or any general need of the University.
To promote the continued academic and professional development of the Law School alumni, students, and faculty.
The Chapter shall be subject to the policies of and general supervision of the Board of Directors of Barry University Alumni Association and the Dean of the School of Law.
ARTICLE THREE - MEMBERSHIP
Those eligible for membership in the Chapter shall include:
- All persons who have graduated from the Law School. Such individuals are considered regular members of the Chapter;
- All active and emeritus members of the faculty of the Law School, any person who received an honorary degree from the Law School and all administrative officers of the Law School are honorary members of the Chapter.
Only those who have received a J.D. degree from Barry University of Orlando School of Law or from Barry University Dwayne O. Andreas School of Law may vote.
The Executive Board shall endeavor to protect the name of Barry University Alumni Association - Law School Chapter from misuse and shall take all action which may be deemed advisable to that end.
The Chapter membership list is for the use of the Chapter only and cannot be used for promotion of any activity unrelated to the Chapter. It shall not be used for personal gain or made available for commercial or solicitation purposes.
All members are encouraged to participate in the Annual Fund.
ARTICLE FOUR - OFFICERS
The officers of the Chapter shall consist of a President, President-Elect, Secretary, Director of External Affairs, and Immediate Past-President. (Collectively, "Executive Board").
Elections shall be held annually.
Each officer shall be elected for a one-year term; however an officer may serve in a particular position for more than one year if so elected. The maximum consecutive terms of office shall not exceed two full terms of one year. No member shall be eligible to run for elected office unless said member has attended, in person, at least three (3) events hosted by the Chapter for that calendar year. This condition may be waived upon a showing of good cause by a majority vote of the members of the Executive Board
The President is the chief executive of the Chapter. The President shall appoint all committees; appoint representatives and delegate responsibilities not otherwise provided for or ordered by the Chapter; coordinate the activities of all committees and serve as an ex-officio member of all committees; serve as the official representative of the Chapter or delegate an official representative as necessary and appropriate; ensure that the programs and policies of the Chapter are carried out; call special meetings of the Chapter; preside at all meetings of the Chapter, announcing the business before the Chapter in its proper order and the result of each vote. In the event of any tie vote, the vote of the President shall determine the outcome.
The President-Elect shall perform the duties of the President in the absence or inability to act of the President; shall assume the office of President at the expiration of the President's term of office or in the event of a vacancy; shall perform such additional duties as directed by the President, and shall serve as the chairperson of the Social Events and Outreach Committee. It shall be the duty of the President-Elect to render assistance to and cooperate with the President; and to provide the fullest measure of counsel and advice to the President.
The Secretary shall keep accurate records of all proceedings of the Chapter; carefully preserve all official records and documents, including minutes at every meeting designated in Article I ("Meeting Minutes"); keep the Constitution and By-Laws, amendments and resolutions in good order and up to date; check for duplication and conflict among the same; conduct and maintain accurate records of the official correspondence of the Chapter; notify each Member of meetings; maintain the official Membership list of the Chapter for this purpose; and shall serve as the chairperson of the Communications Committee. The Office of Institutional Advancement shall keep a complete copy of all records, furnished by the Secretary on an ongoing basis, and shall assist with meeting notification.
The Director of External Affairs shall serve as a representative of the Chapter for purposes of financial donations and sponsorships of events; maintain records and copies of all donations and sponsorships made; actively seek strategic partners for sponsorships and donations; shall act as the liaison to and communicate with the voluntary bar associations; shall serve as the chairperson of the CLE Committee.
The Executive Board shall have the authority to establish guidelines and standards of performance for all officers. No member shall be eligible to serve as an Officer or a member of the Executive Board if he or she holds any personal or professional interest which conflicts with an interest of the Law School or the University or represents any interest adverse to the interests of the Law School or the University.
The membership may, by two-thirds (2/3) vote, overrule any vote by the President or the Executive Board.
Each member of the Executive Board must provide an e-mail address and a cell phone number to the Secretary for participation in voting, and for use in all other Chapter business.
ARTICLE FIVE - THE ALUMNI CHAPTER EXECUTIVE BOARD
The Executive Board shall consist of all Officers of the Executive Board, as stipulated in Article II, Section 1; and up to four (4) members appointed by the President.
The President may appoint four (4) members to serve on the Executive Board for the duration of the President's elected term of office with majority approval of the Executive Board.
ARTICLE SIX - MEETINGS
The Chapter shall meet three times annually and/or under such provisions as set forth in the By-Laws.
ARTICLE SEVEN - ELECTIONS AND CAMPAIGNS
Section 1 - Political
No part of the activities of Chapter shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Chapter shall not participate in, nor intervene in, any political campaign on behalf of or in opposition to any candidate for public office, including but not limited to the distribution of statements or campaign materials. However, the Chapter may provide the name of a member who is a candidate for public office, with the proviso that the announcement is not an endorsement and it shall not be construed as an endorsement or support of Barry University, Barry University Dwayne O. Andreas School of Law, or the Chapter.
This section does not apply to bar-related elections (e.g. OCBA Young Lawyers Board, Florida Bar Board of Governors, etc.)
ARTICLE EIGHT - AMENDMENT
These articles may be amended at any meeting of the Chapter by two-thirds (2/3) majority of the membership present who have the right to vote as set forth above in Article 3, Section 1.
ARTICLE NINE - DISSOLUTION
The Chapter may be dissolved by two-third (2/3) of the votes cast by members in good standing. Upon dissolution, the assets of the Chapter shall be conveyed to Barry University School of Law through a scholarship fund of the Executive Board's choice. In no event shall all or any part of the assets or income of the Chapter inure to the benefits of the members.
Article I - Meetings
Regular Meetings: The Executive Board shall hold regular meetings at a time and place determined by the Executive Board. Attendance by members may be restricted by the Executive Board; all Regular Meetings are open to the entire Membership.
There is no notice requirement for Regular Meetings.
Election Meeting: A November meeting of the Chapter shall be held in the Orlando area for the announcement of candidates seeking election and for the transaction of business. The slate of candidates for election must be submitted to the Office of Institutional Advancement at least fourteen (14) calendar days prior to the scheduled meeting date for consultation and approval.
Special Meetings: A special meeting of the Chapter may be called by a majority of the Officers, by the Executive Board, or by the Board of Directors of the Barry University Alumni Association. Such a request shall be in writing and shall state the time, place, and purpose of the meeting. No other business shall be transacted.
Notice: Notice of time and place of all election and special meetings shall be emailed by the Office of Institutional Advancement at the Law School or a designee thereof, or shall be published in any appropriate publication with general circulation to the members. Such notification shall be mailed not less than ten (10) calendar days prior to said meeting.
Quorum: Those members present at any meeting of the Chapter or of the Executive Board shall constitute a quorum.
Voting: All questions at all meetings shall be determined by a majority vote of the members present.
Any member may request Meeting Minutes for any Regular, Election, or Special Meeting, by requesting in writing to the Secretary of the Executive Board. The Secretary, upon written request, shall have ten (10) business days to provide the Meeting Minutes.
Article II - Officers
Designation: The officers of this Chapter shall be the Immediate Past-President, President, President-Elect, Secretary, and Director of External Affairs.
Qualifications: Each officer must be a member of the Barry University Alumni Association - Law School Chapter. Each Officer must meet the requirements set forth in Article IV, Section 1 of the Constitution of the Law School Chapter.
At any time, the Dean of the Law School, in consultation with the Barry University Alumni Association Board of Directors, may remove any Officer or Executive Board member for any one of the following reasons: (i) failure to attend three(3) Executive Board meetings without good cause shown within fifteen (15) calendar days of the third absence, (ii) conduct which is unbecoming a member of the Law School Chapter or which bears adversely upon the Chapter or on Barry Law School, or (iii) failure to fulfill the duties and responsibilities of his or her position.
Election: Immediately following the November meeting, there shall be an election to elect officer of the ensuing year.
The office of the President-Elect, Secretary and Director of External Affairs shall be elected. After the election, the President-Elect shall serve a one year term as President-Elect, which will be immediately followed by service for a one year term as President. If the office of President becomes vacant for any reason, the President-Elect shall complete the vacant term and serve the next year as President. No person may simultaneously serve as both President-Elect and President; nor may they hold simultaneous Executive Board positions, i.e. Immediate Past President cannot also be Secretary.
The election shall be held at the Barry University School of Law Campus in Orlando, Florida. The Secretary shall publish, through e-mail and any other communication means, the candidates for each position. The Secretary may provide an electronic means for submitting votes for those Members not attending the in-person election, so long as a safe and secure means of electronic voting has been approved by the Executive Board.
No Member shall vote more than once. No proxy voting shall be allowed.
The Secretary and President shall collect and tally the votes for each Officer position. In the event of a tie, the Executive Board will determine the winner by a majority vote of Executive Board members in attendance at the election meeting; provided, however, that any candidate who is also a member of the Executive Board shall abstain for voting. If this results in a tie, the President shall cast a second deciding vote, unless the President is also a candidate, then a second majority vote by the Members shall be held.
The President shall announce the results of the election at the conclusion of the vote, and in an e-mail and any other communication means, within five (5) business days of the election.
Term of Office:
President-Elect: The President-Elect shall be elected for a term of one year as President-Elect, one year as President, and one year as Immediate Past President. If the President-Elect assumes the office of President prior to the completion of the full term as President-Elect, the President-Elect shall complete the remainder of the unexpired term of the vacated office of President and continue serving as President through the full term for which they were elected to serve. No person shall be elected President two (2) years in succession, nor shall they serve as both President and President-Elect, nor shall they both hold other Executive Board positions.
Secretary & Director of External Affairs: The Secretary and Director of External Affairs shall be elected for a term of one year, and shall hold office until their successor is duly elected.
Vacancies: When any Board Member position becomes vacant, the Executive Board shall elect a successor to fill the unexpired term.
Duties of Officers: The duties and powers of the officers of the Chapter shall be as follows:
(a) Shall preside at all meetings of the Executive Board and serve as an ex-officio member of committees established under the Bylaws;
(b) Shall present at each November meeting of the members a report of the condition of the business of the Chapter;
(c) Shall cause to be called regular and special meetings of the members and Executive Board in accordance with these Bylaws;
(d) Shall represent the Chapter as a member of the Barry University Alumni Association Board of Directors or appoint another Chapter member to fulfill this function;
(e) Shall enforce these Bylaws and perform all the duties incident to the position and office which are required by law.
(f) The current President of the Chapter shall be an ex-officio member of the Barry University Alumni Association Board of Directors. The immediate Past President may be considered for appointment to Barry University Alumni Association Board of Directors.
(g) May spend, and authorize the expenditure of, a sum not to exceed $250 per month without prior approval of the Executive Board, for the benefit of the Chapter or its members for any purpose consistent with the goals and mission of the Chapter with the consultation of the Office of Institutional Advancement and/or Dean's Office.
(a) Shall during the absence and inability of the President to perform his duties or exercise his powers, as set forth in these Bylaws, have all the powers and be subject to all responsibilities that are hereby given to or imposed upon such President;
(b) Shall coordinate committees deemed advisable by the Alumni Chapter Executive Board.
(c) Shall serve as the chair of the Social Events and Outreach Committees.
(d) Shall work with the Director of Alumni Relations in planning for the next calendar year of events.
(a) Shall record the minutes of the meetings of the Chapter and Executive Board and all business of the Chapter;
(b) Shall safely and systematically keep all books and records of accounts of the Chapter;
(c) Shall exhibit at all reasonable times his/her books to any member of the Chapter at each regular meeting of the Executive Board, and at the Annual Meeting of the members
(d) Shall maintain an ongoing roster of members, including contact information for each member, the contents of which shall be shared with the Office of Institutional Advancement on a regular basis to ensure that both have an accurate and complete list. This includes doing a public records request from the Florida Bar twice a year for updated information of newly admitted attorneys;
(e) Shall serve as the chair of, and oversee the Communication Committee or appoint and oversee the Communications Chair; and
(f) Shall work with the Law School administration and staff members to promote Alumni and Chapter achievements and accomplishments, organizing newsletters, and disseminate different information/promotional materials to the Members.
DIRECTOR OF EXTERNAL AFFAIRS
(a) Shall be the official representative of the Chapter to the Voluntary Bar Organizations.
(b) Shall serve as the chair of the CLE Committee.
(c) Shall serve as the liaison between the Law School Director of Institutional Advancement (or comparative position) and donors/sponsors for the purpose of facilitating donations and sponsorships, maintaining a record of all previous donor/sponsors, and presenting the Executive Board of any and all information regarding donations/sponsorships
The Immediate Past-President, as a member in good-standing, shall serve as an advisor to the Executive Board and perform other duties as designated by the President.
Article III - Committees & Appointed Positions
Standing Committees: there shall be the following standing committees: (1) Social Events Committee; (2) Communications Committee; (3) Outreach Committee; and (4) CLE Committee
Number of Committees: there shall be any such additional committees as may be deemed advisable by the Executive Board.
Appointments: The President, with the approval of the Executive Board, shall appoint the chairman of each committee and any other position as needed.
Qualifications: All members in good standing are eligible to serve on a committee. Committee Chairs shall be subject to the same requirements as those for Officers and Executive Board members as stated in Article 3, Section 1 of the Constitution and Article II, Section 2 of these Bylaws.
Purpose: Each standing committee shall be charged with the following responsibilities and mission, all with the final approval of the Executive Board:
(1) Social Events Committee: The Social Committee shall be in charge of organizing and managing the monthly happy hours, including soliciting sponsorships. The Social Committee shall be charged with hosting, at minimum, three (3) quarterly events in addition to the happy hours, to include the Annual Stanley Talcott Scholarship fundraising event.
(2) Communications Committee: The Communications Committee shall be charged with creating and maintaining the Barry Law Alumni Directory. The Communications Committee shall be charged with creating content and articles for, and managing the Barry Law publications and social media accounts.
(3) Outreach Committee: The Outreach Committee shall be charged with making recommendations to the Executive Board regarding the Barry Law Alumni Regional Sub-Chapters, including but not limited to the following matters: planning, marketing, and funding regional events; and managing the sub-chapters.
(4) CLE Committee: The CLE Committee shall be charged with developing a CLE program for each calendar year. The CLE Committee shall be charged with securing speakers, locations, and CLE credits. At minimum the CLE Committee shall host two (2) CLE programs throughout the calendar year, and shall advertise each program and make available to the membership via telephone/web conference.
Article IV - Procedure
Bylaws: To meet temporary conditions as they arise. Bylaws may be adopted at any Special Meeting of the Chapter.
Amendments: Bylaws may be amended by a two-thirds vote of the members in good standing who are present at any Special Meeting of the Chapter provided that the substance of the proposed amendment had been submitted with notice for the meeting.
Procedure: Robert's Rules of Order govern.
THESE THIRD RESTATED CONSTITUTION AND BYLAWS WERE ADOPTED AND RATIFIED BY THE EXECUTIVE BOARD OF THE BARRY LAW SCHOOL ALUMNI CHAPTER ON JULY 22, 2015.
By: /s/ Nicholas A. Primrose
President, Nicholas A. Primrose