PHILADELPHIA BAR ASSOCIATION
ARTICLE I. NAME AND PURPOSE
Section 1. Name. The name of the Section is the Tax Section, Philadelphia Bar Association ("Section").
Section 2. Purposes. The purposes of the Section are to:
a. study and make recommendations to appropriate legislative, executive, administrative and judicial authorities with respect to any existing or proposed law, regulation, ruling or procedure relating to federal, state or local taxation;
b. promote continuing education for members of the Section, including workshops, seminars, meetings and the dissemination of information to Members;
c. provide liaison with local representatives of the Internal Revenue Service and state and local tax authorities;
d. promote generally the objectives of the Philadelphia Bar Association (the "Association") within the field of taxation.
Section 3. Relations With Others. The Section may cooperate with any legislative, executive, administrative or judicial body or subdivision thereof, or with any bar association, subdivision or section thereof, or other non-member group interested in taxation, in order to further the purposes of the Section or the objectives of the Association.
ARTICLE II. MEMBERSHIP
Section 1. Members. Any member of the Philadelphia Bar Association upon request to the Secretary-Treasurer of the Section, and upon payment of the dues for the current year, shall be enrolled as a member of the Section ("Member"). Members so enrolled whose dues are paid or not more than three months past due shall constitute the membership of the Section.
Section 2. Adjunct Members. The Section may, by action of Council, establish one or more classes of Adjunct Members ("Adjuncts") of the Section. An Adjunct shall not be required to be a lawyer or a member of the Philadelphia Bar Association but must be engaged in an activity in which a significant part of his or her time is spent in the Philadelphia region in matters involving the interpretation or application of federal, state or local tax laws. Adjuncts shall not be entitled to vote in elections for officers or members of Council of the Section and shall not be eligible for nomination or election as an officer or member of Council. Adjuncts shall, however, be eligible to serve as officers of specific Committees of the Section if so designated by the Chair. Council may establish one or more Committees comprised exclusively or primarily of one or more classes of Adjuncts. Adjuncts shall have the right to attend educational programs and meetings sponsored by the Section and to receive mailings of the Section on the same basis as Members. Except as otherwise determined by Council, Adjuncts shall pay the same Section dues as Members.
The officers of the Section shall cause as a separate listing of Adjuncts to be maintained and shall establish appropriate procedures for application for membership and payment of dues by Adjuncts.
Section 3. Dues. Annual Section dues for Members shall be such amount as may be set from time to time by the Council and approved by the Board of Governors of the Philadelphia Bar Association. The dues of a new member or Adjunct for the initial year of membership shall be half the regular dues if such member or Adjunct is enrolled after June 30 of such year. Any Member or Adjunct whose annual dues shall be more than three months past due shall cease to be a Member or Adjunct of Section.
ARTICLE III. COUNCIL
Section 1. Composition. There shall be a Council, consisting of the Chair, Vice-Chair, Secretary-Treasurer, the most recent past Chair and Secretary-Treasurer, and ten other Members ("Elected Members"), to be elected by the Section. Additional non-voting ex officio members shall serve where the Members of the Council have approved such ex officio memberships.
Section 2. Terms. Elected Members of the Council shall be nominated and elected as provided in these By-Laws at the annual meeting of the Section, to hold office for a two-year term (or until their successors shall have been elected and qualified if later), beginning on January 1 following such annual meeting. The terms of Elected Members shall be so arranged that the terms of five Elected Members will expire at the end of each calendar year.
Section 3. Reelection. No person shall be eligible for reelection as an Elected Member if such person is then an Elected Member and has then served as such for at least three consecutive years. This provision shall not bar such person's election as an officer.
Section 4. Duties and Powers of Council. The Council shall have general supervision and control of the affairs of the Section. During the time between annual meetings, the Council shall have full authority to act for the Section in any way in which the Section itself would be authorized to act.
Section 5. Vacancies. A vacancy in the office of Chair, Vice-Chair or Secretary-Treasurer or in a position on Council shall be filled by an interim appointee of the Council who is eligible to serve in such position and who shall serve until the election and qualification of a successor. At the next annual meeting of the Section after the happening of a vacancy in such office or in the position of an Elected Member of Council, there shall be elected an eligible member who shall take office immediately upon his or her election and serve the balance of the unexpired term.
Section 6. Council Action. The Council shall meet at the call of the Chair at such time and place and upon such notice as the Chair may reasonably prescribe provided that it shall meet at least four times each calendar year. A majority of the voting membership of the Council shall constitute a quorum for the transaction of business at any meeting. All actions taken by the Council shall be by majority vote of those voting members present and voting. The Council may act without meeting by informal action, adopted or approved in writing by a majority, of its voting members.
ARTICLE IV. OFFICERS
Section 1. Officers; Terms. The Officers of the Section shall be a Chair, Vice-Chair, and Secretary-Treasurer. The Vice-Chair and Secretary-Treasurer shall be nominated and elected as provided in these By-Laws at the annual meeting of the Section, to hold office for a two-year term (or until his or her successor shall have been elected and qualified if later) beginning on January 1 following such annual meeting. The Chair shall hold office for a like term and shall be succeeded at the close of such term by the Vice-Chair, but if there is no elected Vice-Chair, or if he or she shall not qualify or decline to serve as Chair, the Chair shall be nominated and elected under the same procedure set forth herein with respect to the other Officers of the Section.
Section 2. Chair. The Chair shall preside at all meetings of the Section and of the Council and shall be the chief executive officer of the Section. The Chair shall appoint Committees and subcommittees and the officers thereof shall plan and supervise the programs and activities of the Section during his or her term as Chair, and shall perform such other duties and acts as usually pertain to the office of Chair or as may be designated by the Council. The Chair shall also transmit to the Chancellor and to the Board of Governors of the Philadelphia Bar Association such annual and special reports as may be required or requested. The Chair shall have authority to speak for and act on behalf of the Section when approved or directed by the Council.
Section 3. Vice-Chair. Upon the death, resignation, absence or during the disability of the Chair, or upon his refusal to act, the Vice-Chair shall perform the duties of the Chair during his or her absence or disability, or, in the case of death, resignation or refusal until a new Chair is appointed or elected. The Vice-Chair shall have such other duties as conferred upon that office by the Chair, the Council or the Section.
Section 4. Secretary-Treasurer. The Secretary-Treasurer shall be the custodian of all books, papers, documents, funds and other property of the Section, shall keep a true record of the proceedings of all meetings and of all informal actions of the Section and of the Council and shall keep an accurate record of all moneys appropriated to and expended for the use of the Section. The Secretary-Treasurer shall submit periodic financial reports as requested by the Chair, Council or Section.
Section 5. Reelection. No person shall be eligible to serve in the same office for more than one consecutive term, provided that a person who has filled such office by reason of interim appointment, election or succession for less than a full term may be elected for a full succeeding two-year term.
ARTICLE V. NOMINATIONS, ELECTIONS AND VACANCIES IN OFFICE
Section 1. Annual Election.
a. At the Annual Meeting of the Section there shall be elected:
1) in even numbered years, a Vice-Chair to serve in that capacity for a term of two years with an automatic annual succession to the office of Chair;
2) in odd numbered years, a Secretary-Treasurer, for a term of two years;
3) five members of Council for a term of two years each;
4) such other officers and members of Council as may be required by the provisions of Article III, Section 5 hereof.
b. Unless otherwise provided by Article III, Section 5 hereof, all terms of office shall begin on January 1 following the Annual Meeting.
Section 2. Eligibility to Membership on Council and to Office.
a. Any Member of the Section shall be eligible to serve as an Elected Member of Council or as an officer of the Section, subject to the limitations of Article III, Section 3, and Article IV, Section 5 hereof;
b. No Member shall be eligible to be a candidate for more than one elected position at the same time.
Section 3. Nominating, Committee; Composition.
a. There shall be a Nominating Committee which shall consist of the following;
1) the most recent past Chair and the Vice-Chair;
2) one Member of the Section who shall be chosen by the Chair;
3) two Members of the Section who shall be chosen by the majority vote of Council from among the Members of the Section who are not then members of Council.
b. Persons who are members of the same law firm may not serve on the Nominating Committee at the same time, unless both of such persons qualify for membership as a most recent past Chair and Vice-Chair. As used in this subsection, a person shall be deemed a "member" of a law firm if a partner, associate or affiliate thereof or counsel or of counsel thereto.
c. Except as provided in the following sentence, no voting member of the Nominating Committee may be elected or appointed to Council or to any office of the Section (other than an office to which such person succeeds automatically under the terms of these By-Laws, i.e., Chair) for a term commencing during the calendar year following his or her service on the Nominating Committee. The prohibition in this subsection shall not preclude a person from appointment to fill the unexpired term of any member of Council or officer.
d. The participation by any member of the Nominating Committee in the nominating procedure shall not preclude such member from nominating any other candidate for membership on Council or office in accordance with the procedures set forth in these By-Laws.
Section 4. Duties and Procedures of the Nominating Committee: Additional Nominations.
a. The Nominating Committee shall be Chaired by the most recent past Chair.
b. The Committee shall adopt such rules and procedures as it shall deem appropriate for the conduct of its business. In addition to the foregoing, the Nominating Committee shall be obligated to:
1) actively seek qualified candidates for the position for which nomination shall be made, provided that no member of the Nominating Committee may enter into a binding commitment to vote for any candidate in the deliberations of the Committee;
2) make its recommendations only after a full evaluation and discussion of the qualifications for, and responsibilities of, each position for which nominations are to be made and the merits of each candidate for such position.
c. As often as the Committee shall determine, but in any event not less than sixty (60) days prior to the Annual Meeting, the Secretary-Treasurer shall cause a notice to be distributed to every Member listing the positions to be filled at said Annual Meeting and requesting recommendations for consideration by the Nominating Committee. The Nominating Committee may not require the filing of a nominating petition with it prior to its consideration of any candidate. It may, however, require that any person proposed as a candidate for a position submit such biographical information as it may reasonably request prior to its consideration of such person.
d. The Nominating Committee shall, subsequent to the publication of the notice required by subparagraph c above, and at least forty-five (45) days prior to the date of the Annual Meeting, select:
1) in even numbered years, a nominee for the office of Vice-Chair for a term of two years;
2) in odd numbered years, a nominee for the office of Secretary-Treasurer for a term of two years;
3) five nominees for election to Council for a term of two years;
4) a nominee to fill a vacancy for any unexpired term of one year on Council;
5) a nominee to fill a vacancy in any office if provided for in Article III, Section 5.
e. The Secretary-Treasurer shall cause the nominations made by the Nominating Committee to be published in a Section notice which is distributed to every Member promptly after the completion of its deliberations and at least thirty (30) days prior to the Annual Meeting.
f. Additional nominations may be made in writing, signed by at least five (5) Members of the Section who are entitled to vote, and must be filed with the Secretary-Treasurer at least fourteen (14) days prior to the Annual Meeting.
g. In the event of the happening of a vacancy under such circumstances that time does not permit adherence to the foregoing schedule for the filing of an unexpired term, Council shall in each case establish a procedure which shall conform as closely as possible to that herein prescribed.
Section 5. Notice of Nominations.
a. The Secretary-Treasurer shall send to every Member at least seven (7) days before each Annual Meeting a list of the candidates to be voted upon at such meeting. As to each office to be filled, candidates nominated by the Nominating Committee shall be listed first followed by all other candidates listed in alphabetical order.
b. No information concerning the method of nominating candidates or their sponsorship shall appear upon any ballot or voting machine card employed for the reception of votes.
Section 6. Method of Voting.
a. If there is a contest for any position to be filled; no less than three (3) hours preceding the opening of the Annual Meeting shall be given for the reception of votes.
b. The election shall be by paper ballot or voting machine. Voting machines, if available, shall be preferred, unless Council is of the opinion that the expense of same is not warranted. Nominees for each office to be filled shall be listed in alphabetical order. A ballot or voting machine card shall not be invalid because it fails to record a vote for all the offices to be filled.
Polls shall be opened for no less than three (3) hours before the time scheduled for the Annual Meeting.
c. If there is but one nominee for any office to be filled, the Chair shall cast the ballot of the Section for each said nominee.
d. The ballots shall be tabulated and the results announced before the close of the Annual Meeting.
Section 7. Appointment of Election Officials; Report. If there is more than one nominee for any position, the Chair shall appoint from among the Members, with the consent of Council, a Judge of Elections and at least two tellers. The Judge of Elections shall have the power to resolve any dispute regarding the validity of any vote cast, and the Judge's decision shall be final and binding on all parties. The report of the Judge and tellers as to the result of the election shall be made to the Chair, who shall forthwith cause the names of those elected to be published in a notice which is distributed to every member.
Section 8. Voting Qualifications. No Member who has not paid all of his or her dues, including those of the then current year, shall be entitled to vote at the Annual Meeting.
ARTICLE VI. MEETINGS
Section 1. Annual Meeting. The Annual Meeting of the Section shall be held during the fourth calendar quarter of each year at such time and place as the Chair shall designate.
Section 2. Special Meetings. Special meetings of the Section may be called at any time by the Chair at such time and place as the Chair shall determine. The Chair shall call a special meeting upon the written request of the Chancellor of the Philadelphia Bar Association or of any ten (10) Members of the Section specifying the purposes thereof.
Section 3. Quorum. The Members of the Section present at any meeting shall constitute a quorum for the transaction of business.
Section 4. Votes Required. Action of the Section at any regular or special meeting shall be by a majority vote of the Members present and voting thereon.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Section shall be the calendar year.
Section 2. Expenses. Any officer, Member or Adjunct of the Section incurring expenses for travel, duplication, postage, stationery, or other legitimate purposes of the Section shall be reimbursed therefor upon the submission of written substantiation of such expenses to the Secretary-Treasurer.
Section 3. Compensation of Officers. No salary or other compensation shall be paid to any officer or member of the Council.
Section 4. Amendment. These By-Laws may be amended at any meeting of the Section by a majority vote of the Members of the Section present and voting, provided that each such proposed amendment shall first have been approved by a majority of the Council and distributed to all the Members at least thirty (30) days prior to the meeting at which it is to be voted upon.