ARTICLE II - OFFICERS, BOARD, CABINET AND VACANCIES

Section 200. Officers.

The Officers of the Association shall be the Chancellor, Chancellor-Elect, Vice Chancellor, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer.

Section 201. The Chancellor.

The Chancellor shall be the chief executive officer of the Association. The Chancellor shall preside at the meetings of the Association, shall carry out such duties as are required by resolution of the Board or these Bylaws and shall perform such other functions as are appropriate to such office.

Section 202. The Chancellor-Elect.

The Chancellor-Elect shall exercise the powers and perform the duties of the Chancellor in the absence or disability of the Chancellor and shall perform such other functions as may be delegated to the Chancellor-Elect by the Chancellor and as are required by resolution of the Board or by these Bylaws.

Section 203. The Vice Chancellor.

The Vice Chancellor shall exercise the powers and perform the duties of the Chancellor-Elect in the absence or disability of the Chancellor-Elect and shall perform such other functions as may be delegated to the Vice Chancellor by the Chancellor and as are required by resolution of the Board or by these Bylaws.

Section 204. The Secretary.

The Secretary shall give due notice of meetings of the Association addressed to the Members at their addresses on the Association’s books, attend the same and keep the minutes thereof. The Secretary shall furnish the Treasurer with the names and addresses of all persons newly accepted to membership and shall be the custodian of the seal and records of the Association. The Secretary shall also maintain the minute book and a roll of the Members, with the dates of their admission to the Bar and of their becoming and ceasing to be Members. The Secretary shall be ex officio Secretary of the Board and shall keep a minute book of its proceedings. The Secretary shall perform such other duties as are appropriate to said office or as are required by resolution of the Board or by these Bylaws.

Section 205. The Treasurer.

The Treasurer shall receive all moneys due to the Association and shall from time to time deposit the same, and the securities of the Association, in such banking institution as the Board shall select. The Treasurer shall make no payments unless authorized to do so by the Board. The Treasurer shall account for all moneys and securities received and for all payments made on behalf of the Association. The Treasurer shall prepare and render to the Board a Treasurer’s Report in such form and at such times as the Board shall require. The Treasurer shall monitor the income and expenditures and have general supervision over all financial activities of the Association. The Treasurer shall perform such other duties as are appropriate to such office or as are required by resolution of the Board or by these Bylaws.

Section 206. The Assistant Secretary.

The Assistant Secretary shall exercise the powers and perform the duties of the Secretary in the absence or disability of the Secretary and shall perform such other duties as may be delegated by the Secretary or as required by resolution of the Board or by these Bylaws.

Section 207. The Assistant Treasurer.

The Assistant Treasurer shall exercise the powers and perform the duties of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as may be delegated by the Treasurer or as are required by resolution of the Board or by these Bylaws.

Section 208. The Board.

  1. The members of the Board entitled to vote, shall be
    1. the Officers, all of whom shall serve for a term co-extensive with their respective terms of office;
    2. the immediate past Chancellor;
    3. the immediate past Chair of the Board;
    4. a representative of each Section designated by the Section and then serving as a member of the highest executive body of the Section who shall serve for a term of one year (provided that no such representative shall serve for more than three consecutive one-year terms); the Chair of each Section shall notify the Chair of the Board on or before December 31 of each year of the identity of the person designated by the Section to serve as a member of the Board during the following calendar year as a representative of the Section;
    5. 15 persons elected by the Members as provided in Section 300(A)(1)(c), consisting of three classes of five Members each, who shall serve for a term of three years, one class being elected each year;
    6. six persons appointed by the Chancellor pursuant to Section 208(C), each of whom shall serve for a term of three years, two people being appointed each year; and
      1. In order to transition the 208(A)(6) appointments from three members with three year terms to six members with three year terms, the 2015 Chancellor shall on or before January 15, 2015, appoint two members to a term ending December 31, 2017, the 2016 Chancellor shall on or before January 15, 2016, appoint two members to a term ending December 31, 2018, and the 2017 Chancellor shall on or before January 15, 2017, appoint two members to a term ending December 31, 2019. As of January 15, and each year thereafter, the Chancellor shall appoint two members to a three year term as defined by 208(A)(6);
    7. the Chair and Chair-Elect of the Young Lawyers Division; and
    8. a Dean of one of the accredited area law schools identified on a list established by the Board of Governors, which Dean shall be designated by the Deans of such law schools, in a manner approved by the Board of Governors, to represent the Deans at any number of meetings.
  2. The Chancellor immediately prior to the immediate past Chancellor , the President of the Philadelphia Bar Foundation, the Editor of The Philadelphia Lawyer, the Editor of the Philadelphia Bar Reporter, the Association's delegates to the American Bar Association's House of Delegates, the Association's Zone Governor to the Pennsylvania Bar Association's Board of Governors, and the Presidents of the Philadelphia Association of Paralegals, the Greater Philadelphia Legal Marketing Association and the Philadelphia Legal Secretary's Association shall be entitled to be present and to be heard at all meetings of the Board as ex officio non-voting members of the Board.
  3. On or before January 15 of each year, the Chancellor, upon consideration of the recommendations from the Committee on Diversity in the Profession with respect to such appointments, shall appoint two Members who are members of a racial minority, the lesbian, gay, bisexual or transgender community or other diverse individuals as members of the Board, pursuant to Section 208(A)(6).
  4. The Chancellor may also appoint a Member as Counsel to serve at the Chancellor's pleasure as an ex officio non-voting member of the Board.
  5. No member of the Board may designate another person to represent such member at a meeting of, or to cast any vote in the deliberations of, the Board.

Section 209. Eligibility to Office.

  1. A Member shall be eligible to hold the offices of Chancellor, Chancellor-Elect and Vice Chancellor for not more than one term each. A Member shall be eligible to hold the offices of Secretary, Assistant Secretary, Treasurer or Assistant Treasurer for not more than three consecutive one-year terms. A Member shall be eligible to be an elected member of the Board for not more than one consecutive three-year term. A Member may be re-elected to any such office except Vice Chancellor, Chancellor-Elect and Chancellor after a lapse of not less than 11 months from the expiration of the Member’s prior term of office. Any term of less than one year pursuant to Section 215(G) shall be excluded from these term limitations.
  2. Only Regular Members shall be eligible to hold office or be a member of the Board.
  3. No Member shall be eligible to seek nomination for, be a candidate for, or hold more than one elected position as an Officer, as an elected member of the Board, or both, at the same time.

Section 210. Procedure; Quorum.

  1. The Board shall, at its first meeting in each calendar year, select from among its members elected by the Members pursuant to Section 300 (A)(1)(c) a Chair of the Board and a Vice Chair of the Board. The first meeting in each calendar year shall be called by the Chancellor and shall be held at such time, place and date as shall be set forth in the notice of the meeting. Subsequent regular meetings of the Board shall be held at such times, places and dates as the Board shall determine. Special meetings may be called by the Chancellor or the Chair of the Board. The person calling the meeting shall fix the time, date and place of the meeting.
  2. Except as otherwise provided by these Bylaws, eighteen (18) members of the Board eligible to vote shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the members of the Board eligible to vote present at a meeting at which a quorum is present shall be the acts of the Board. The members of the Board present at a duly organized meeting can continue to do business until adjournment, notwithstanding the loss of a quorum.
  3. Any action which may be taken at a meeting of the Board may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all the members of the Board entitled to vote and filed with the Secretary.
  4. All matters concerning the conduct of meetings of the Board not provided in these Bylaws shall be determined by the Board from time to time.

Section 211. General Powers of the Board.

  1. The Board shall have general charge of the business and affairs of the Association and shall carry out such other duties as are required by these Bylaws.
  2. Management of the Professional Staff.
    1. The Board shall appoint and may remove the Executive Director with or without cause.
    2. The Executive Director shall be responsible for hiring, setting the organizational structure and compensation for and evaluating the professional staff necessary to carry out the mission of the Association. The compensation for the staff shall be within the personnel budget set by the Board.
    3. All employees of the Association shall be employed at will.
    4. The salary and benefits for the Executive Director shall be set after consultation with and approval by the Chancellor-Elect and Vice Chancellor. Such compensation shall be within the approved annual budget. The Association may enter into an employment agreement with the Executive Director so long as the agreement:
      1. does not exceed two years in duration;
      2. affirmatively maintains an at-will relationship;
      3. does not obligate the Association to any compensation or benefits beyond the Executive Director’s last day of employment; and
      4. takes effect in the fiscal year immediately following such approval.
    5. The specific economic terms of all employee compensation, including that in any written contract, need not be published, so long as the Chancellor, Chancellor-Elect and Vice Chancellor are advised of the terms and they are within the approved budget.
    6. In addition to the foregoing concerning employment agreements for then active employees, the Board may authorize post-employment severance or consulting agreements, which may extend and/or be paid out over more than two years. Payments due in any year must be included in that fiscal year’s budget.
  3. The Board shall invest and reinvest the funds of the Association as it deems wise. The Board may buy, sell and lease any real or personal property on behalf of the Association, on such terms as it deems best, and authorize any Officer or Officers to execute any instrument required to effectuate the foregoing.
  4. The role of the Committees, Sections and Divisions as set forth in the Bylaws is not intended to and shall not in any way limit the power of the Board to act on any issue.

Section 212. Suspension or Removal of Officers and Board Members.

  1. The Board by vote of two-thirds of its members may suspend any Officer or any member of the Board from his or her respective position, for good cause. Whenever such suspension shall be ordered, a special meeting of the Members shall immediately be called, to be held within 15 days thereafter, at which the Board shall report its action. At such meeting the Members shall have the power to set aside such suspension or to remove such Officer or member of the Board from office, or to impose such other penalty as shall be deemed appropriate.
  2. Notwithstanding the provisions of Section 212(A), the Board may adopt rules governing attendance at its meetings and provide that a member of the Board who fails to comply with such rules shall automatically cease to be a member of the Board and, if also an Officer, cease to hold the office held by such Officer.

Section 213. The Cabinet.

The Cabinet of the Association shall meet at the call of the Chancellor to render such advice and give such assistance as the Chancellor may request. The Cabinet shall consist of the Officers, the Chair of the Board, the Chair of the Young Lawyers Division and such other Members as the Chancellor may appoint. Chancellor appointments serve at the Chancellor’s pleasure but, in the event the appointment is of a Member who is not a member of the Board, the appointment shall be subject to approval of the Board. Unless the Chancellor concludes the appointment earlier, all Chancellor appointments expire with the appointing Chancellor’s term.

Section 214. Place and Notice of Meetings of the Board and Cabinet.

  1. Meetings of the Board and Cabinet (regular and special) may be held at such place within or without the Commonwealth of Pennsylvania as the Board or Cabinet, as the case may be, may from time to time appoint, or as may be designated in the notice of the meeting.
  2. No written notice of any regular meeting of the Board (other than the first meeting in each year) or of the Cabinet need be given. Written notice of the first meeting of the Board in each year and each special meeting of the Board and the Cabinet specifying the time, place and date of the meeting shall be given to each member of the Board or Cabinet, as the case may be, at least five days (in the case of the first meeting of the Board in each year) and 24 hours (in the case of a special meeting of the Board or Cabinet) before the time set for the meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board or Cabinet need be specified in the written notice of the meeting.
  3. Whenever written notice is required to be given to a member of the Board or Cabinet, whether under the provisions of these Bylaws or otherwise, such notice may be given to the member either personally or by email or by first-class mail, postage prepaid (in the case of the notice of the first meeting of the Board in each year), express mail or courier service, postal or other charges prepaid, or by facsimile transmission (with telephone confirmation that the transmission has been received) to the address or facsimile number supplied by the member to the Association for the purpose of notice. If the notice is given by express mail or courier service (or by first-class mail in the case of the first meeting of the Board in each year), it shall be deemed to have been given when deposited with the courier service for delivery to the member. In the case of facsimile transmission with telephone confirmation that the transmission has been received, notice shall be deemed to have been given when transmitted.

Section 215. Vacancy in Office.

  1. Any vacancy in the office of Chancellor shall be filled by the first available of the following: the Chancellor-Elect, the Vice Chancellor, or an Acting Chancellor appointed by the Board. If such succession by an elected Chancellor-Elect or Vice Chancellor is for a partial term, he or she shall continue to serve as Chancellor for the following one-year term.
  2. Any vacancy in the office of Chancellor-Elect shall be filled by the first available of the following: the Vice Chancellor, or an Acting Chancellor-Elect appointed by the Board. An elected Vice Chancellor who has succeeded to Chancellor-Elect for a partial term under this Section 215(B) shall continue to serve as Chancellor-Elect for the following one-year term if the Chancellor serves an additional term pursuant to Section 215(A).
  3. Any vacancy in the office of Vice Chancellor shall be filled by an Acting Vice Chancellor appointed by the Board.
  4. An Acting Chancellor-Elect or Acting Vice Chancellor appointed by the Board shall not automatically succeed under Section 300 to the office of Chancellor or Chancellor-Elect, respectively. Instead, those offices shall be filled by election at the next Annual Meeting.
  5. Service as Acting Chancellor, Acting Chancellor-Elect or Acting Vice Chancellor by appointment of the Board shall not make such person ineligible under Section 209 for subsequent election as Chancellor, Chancellor-Elect or Vice Chancellor.
  6. In the event of vacancies at the same time in all three of the offices of Chancellor, Chancellor-Elect and Vice Chancellor, the Board shall appoint an Acting Chancellor and may also appoint an Acting Chancellor-Elect or an Acting Chancellor-Elect and an Acting Vice Chancellor. The meeting at which such appointments are made shall be held as soon as practicable. The Board shall select one of its elected members to chair the meeting from among those present who commit not to accept an appointment to any of the vacancies. At the next Annual Meeting, or sooner if the Board calls a special election, the Members shall elect candidates for all three offices. The candidates so elected shall begin their service upon certification of their election. If such service is for a partial term, each such elected candidate shall continue to serve in the same position for the following one-year term.
  7. Any vacancy in the office of Secretary or Treasurer shall be filled by the Assistant Secretary or Assistant Treasurer, respectively, who shall serve until the next Annual Meeting and until a successor is qualified. Any vacancy in the office of Assistant Secretary or Assistant Treasurer, or of an elected member of the Board, shall be filled by appointment of the Board, to serve until the next Annual Meeting and until a successor is qualified.
  8. In the event of a vacancy with respect to a representative of a Section or Division or a member appointed by the Chancellor, the vacancy shall be filled by the Section, Division and the Chancellor, respectively. Each person appointed to fill a vacancy shall serve until the end of the calendar year in which the person is appointed and until such person’s successor is elected or designated and qualified.
  9. A person appointed under Section 215(G) to fill the unexpired term of a member of the Board shall be deemed to have been elected by the Members.

Section 216. Pro Bono Requirement.

  1. On or before July 5 of each year, each member of the Board of Governors shall provide written certification to the Assistant Secretary that during the 12-month period ending on June 30 of such year such member has satisfied, in addition to such member’s service on the Board of Governors, one of the following:
    1. Has undertaken one new pro bono matter, which shall mean providing professional services at no fee or a reduced fee to persons of limited means or to public service or charitable groups or organizations; or
    2. Is employed on a full-time basis by a public interest organization; or
    3. Has provided alternative support if such member is prohibited from handling a pro bono matter based upon his or her position or is prevented from handling a pro bono matter due to other circumstances. “Alternative support” shall mean service in activities for improving the law, the legal system or the legal profession, or by financial support for organizations that provide legal services to persons of limited means.
  2. On or before July 10 of each year, the Assistant Secretary shall submit to the Board of Governors a list containing the name of each member of the Board of Governors who has not provided the information required by Section 216(A).
  3. On or before July 31 of each year, the Assistant Secretary shall contact the Executive Director of Volunteers for the Indigent Program (“VIP”) and request that VIP make available to each member who has not provided the certification required by Section 216(A), a pro bono matter appropriate for such person’s experience and skill.
  4. When each member who had not previously provided certification complies with Section 216(A), he or she shall provide written certification thereof to the Assistant Secretary.
  5. On or before August 31 of each year, any member who has failed to certify to the Assistant Secretary that such member has complied with Section 216(A) shall be referred by the Assistant Secretary to the Board of Governors for consideration of action pursuant to Section 212.

Section 217. Long-Range Advisory Council

  1. The Long-Range Advisory Council (the "Council") shall consider the long term goals of the Association and make recommendations to the Chancellor and the Board regarding achievement of those goals through means which may take more than a single year. The Council shall have the discretion to meet and to make such recommendations as often as it deems advisable. Such recommendations shall be advisory only, and shall not limit the authority of the Chancellor or the Board, nor shall the Chancellor or the Board be required to conform agenda items, policy or resolutions to the Council’s recommendations.
  2. The Council shall consist of the following persons, each of whom shall be entitled to vote:
    1. The Chancellor;
    2. The Chancellor-Elect;
    3. The Vice Chancellor;
    4. The Chair of the Young Lawyers Division; and
    5. Nine Members of the Association, who shall be appointed as follows:
      1. Each year, the Chancellor shall appoint three Members to serve on the Council for a term of three years, except as provided in Section 217(B)(5)(e) with respect to the initial appointments.
      2. To be eligible for appointment to the Council, a Member must be well respected and have an established record of service and commitment to the Association, preferably in a high leadership capacity. It is also preferable that appointed Members have no intention to run for any other elected office of the Association.
      3. Appointments to the Council shall be made with due regard for the Association’s commitment to diversity.
      4. Members of the Council shall be eligible for re-appointment to successive terms.
      5. The first nine appointments to the Council shall be made by the Chancellor, with the consent of the Board, for the following terms: three for three-year terms, three for two-year terms, and three for one-year terms.
  3. The Chair of the Council shall be appointed each year by the Chancellor from among the nine appointed members.
  4. Any vacancy among the appointed members of the Council shall be filled for the duration of the unexpired term by appointment of the Chancellor.