GREATER LOWELL BAR ASSOCIATION

BY-LAWS OF GREATER LOWELL BAR CORPORATION

ARTICLE I - NAME, PURPOSE, LOCATION AND REGISTRATION, CORPORATE SEAL AND FISCAL YEAR

Section 1. NAME
The legal name of this corporation is Greater Lowell Bar Association, Inc., a Massachusetts corporation organized pursuant to Massachusetts General Laws, Chapter 180 (“G.L.c.180”). The corporation may be referred to within these By-laws as “the Association.”

Section 2. PURPOSE
The purpose of the Association is to unite the Members thereof to better serve the public, the Bar and the Bench within the Greater Lowell area; to unify and improve the legal skills of Member practitioners; to sponsor and provide continuing legal education of the Bar; to foster and promote awareness of, and respect for the law of the Municipalities, of the Commonwealth and of these United States, and of the rights of all persons; to participate in, and encourage, civic, charitable and community projects of a worthwhile nature; and generally to do and promote all things permitted within the provisions of Chapter 180 of the General laws.

Section 3. LOCATION AND REGISTRATION
(A) The principal office of the corporation shall be any municipality within the Commonwealth of Massachusetts (“Commonwealth”). The Board of Directors may change the location of the principal office upon filing appropriate paperwork with the Secretary of the Commonwealth.
(B) The registered office of the corporation required to be maintained in the Commonwealth may be, but need not be, identical with the principal office or place of business in the Commonwealth, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with the laws of the Commonwealth.

Section 4. CORPORATE SEAL
The Board of Directors may adopt and alter the seal of the Association. It shall have inscribed thereon (1) the word “Seal” or words “Corporate Seal”, and may contain (2) the name of the Association, (3) the Commonwealth of Massachusetts as its place of incorporation, and may also contain (4) abbreviations or combinations of such terms and be affixed, engraved, printed, placed, stamped or in any other manner be reproduced on any document.

Section 5. FISCAL YEAR
The fiscal year of the Association shall begin on the first day of June and end on the thirty-first day of May in each year. The Board of Directors shall have the power to change the fiscal year by resolution duly appointed.

ARTICLE II – MEMBERSHIP
Section 1. ELIGIBILITY
The Members of the Association shall be attorneys-at-law duly admitted to practice in the courts of the Commonwealth and either reside or practice within the Greater Lowell area. Members once enrolled who meet the aforementioned requirements shall continue in good standing until death or resignation upon payment of annual dues and such other assessments as may be voted pursuant to these By-laws.

Section 2. DUES
(A) All Members of the Association shall pay as annual dues a sum to be voted by the Board of Directors. Dues notices shall be sent by the Treasurer and dues shall be paid within thirty days of receipt of said notice.
(B) Members practicing law for fifty (50) years or more shall be exempt from any dues requirements.
(C) Members who have not paid their dues within thirty (30) days of the due date shall be dropped from the membership until he/she is reinstated by paying the annual dues.

ARTICLE III - MEETINGS
Section 1. ANNUAL MEETING
The Annual Meeting of the Members of the Association shall be held on the First Tuesday of June of each year at a time and location after notice. Nothing herein shall prevent the scheduling and holding of such Annual Meeting upon another date provided that said changed date is within the month of June. Written or electronic document notice of the Annual meeting shall be given, either personally, by mail or electronic transmission, no less than seven (7) days before said meeting.

Section 2. SPECIAL MEETING
A Special Meeting of the Association may be called by the President, the Board of Directors, or whenever any Director shall be requested to call one by the written request of ten (10) or more Members in good standing which request shall set forth the purpose or purposes thereof. Special Meetings are to be held at a location, date and time determined by the President. Written or electronic document notice of a Special Meeting shall be given either personally, by mail or electronic transmission, no less than seven (7) days before any such Special Meeting.

Section 3. QUORUM
At any meeting of the Association, fifteen (15) Members shall constitute a quorum for the transaction of business.

ARTICLE IV - OFFICERS AND BOARD OF DIRECTORS
Section 1. COMPOSITION
The Officers of the corporation shall be a President, a President-Elect, Treasurer and Secretary. There shall also be a Board of Directors consisting of the four (4) corporate officers above-named plus three (3) at large Members duly elected as hereinafter provided.

Section 2. BOARD OF DIRECTORS
(A) The Board of Directors is the general governing body of the Association. It shall have the full responsibility for the conduct and furtherance of the corporate business except for those matters specifically delegated to the President or other Officer through these By-laws, or any amendments thereto, or by action taken at duly called meetings of the membership, or as otherwise provided by these By-laws. The Board of Directors shall function in the manner of a Board of Directors for a corporation, and shall have and enjoy the same authority and power thereof unless inconsistent with the provisions of G.L.c.180. The Board of Directors shall convene upon the request of two (2) or more Board of Directors. The Board of Directors shall meet at least four (4) times annum. Notice of all Board of Directors meetings shall be given to all Board of Directors at least twenty-four hours prior to a meeting. Notice may be provided by electronic transmission, telephone call or by vote at a prior meeting. Four (4) Board of Directors shall be deemed a quorum for the transaction of Board of Directors business, and a majority vote of those attending shall control.
(B) Vacancies on the Board of Directors shall be filled by vote of the Board of Directors until the next annual election.

Section 3. PRESIDENT
The President shall be the chief executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Association. He or she shall preside at all meetings of the Members and of the Board of Directors. He or she may sign, with the Secretary or other proper Officer of the Association thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other Officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and/or chief executive officer of a corporation and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4. PRESIDENT-ELECT
In the absence of the President or in the event of his/her death, inability, or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The President-Elect assumes the presidency on June 1st of the calendar year following his or her election as President-Elect.

Section 5. TREASURER
The Treasurer is the chief financial officer of the Association and shall have charge and custody of and be responsible for all funds and securities of the corporation and shall keep regular books of all receipts and disbursements of the Association, and in general shall perform such other duties as Treasurer of a corporation and as may be assigned to him/her by the Board of Directors or the President. He or she shall receive and disburse all funds and shall collect dues and notify the President and/or the Board of Directors of any delinquencies in dues for appropriate action. The Treasurer shall disburse out of the funds of the Association payment of such just demands against the corporation as may from time to time be authorized by the Board of Directors. The Treasurer shall sign or countersign all checks, notes and such other instruments or obligations as require his/her signature, and shall perform all duties incident to his/her office, or that are properly required of him/her by the Board of Directors, provided, however, that by resolution of the Board of Directors’ authority and responsibility for the signing of checks, notes and other obligations may be assigned to either the President or Treasurer or such other officer or officers as the Board of Directors may designate from time
to time. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association and shall keep regular books of all receipts and disbursements of the Association, and in general shall perform such other duties as may be assigned to him/her by the Board of Directors or the President. He or she shall be responsible for the preparation and filing as required by law of such returns and financial reports of all accounts of the Association. Upon approval of the Board of Directors he or she may engage qualified accountants as may be needed for the efficient preparation and filing of any such reports and returns. The Treasurer shall file reports at the meetings of the Board of Directors and at other items upon the reasonable request of the Board of Directors.

Section 6. SECRETARY
(A) The Secretary is responsible for the keeping of records of the minutes and doings of the Association and of the Board of Directors, and shall be custodian of all corporate records and the corporate seal. He or she shall give notice of the Annual and Special Meetings as required by these By-laws or by law and attend general duties of the Secretary of a corporation. He or she shall keep a register of the addresses of each Member which shall be furnished to the Secretary by each Member. The Secretary performs all duties incident to the office of Secretary of a corporation and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
(B) The Secretary shall be a resident of the Commonwealth unless the Board of Directors appoints in a manner prescribed by law a Resident Agent for the service of process. The Secretary shall record and maintain records of all proceedings of Board of Directors in a book or a series of books for that purpose, which shall be kept in within the Commonwealth at the principal office of the Corporation, its registered office or at the office of the Secretary or Resident Agent and shall be open at all reasonable times for inspection by any Director. Such records shall also contain the minutes, attested to copy of the Articles of Incorporation, these By-laws and the names and addresses of all Directors.
(C) If the Secretary is absent from any Meeting, a temporary Secretary designated by the President shall be appointed and perform such duties.

Section 7. REMOTE PARTICIPATION
Unless otherwise precluded by law, a Director or invited party may participate in a board meeting by telephone, audio, or similar communications equipment as long as all persons participating in the meeting can hear each other at the same time. Such participation shall constitute being present at a meeting.

Section 8. ACTION WITHOUT MEETING
Any action required or permitted to be taken at any Board of Director’s meeting may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting.

Section 9. RESIGNATION; REMOVAL
(A) An Officer or Director may resign by delivering his or her written or electronic document resignation to the President or Secretary of the Board. Such resignation shall be effective upon its receipt unless it is specified to be effective at some later time.
(B) An Officer or Director may be removed at any meeting (a) without cause by vote of a two-thirds majority of the Board present or (b) with cause by a vote of a majority of the Board present. An Officer or Director may be removed for cause only after reasonable notice and opportunity to be heard at a meeting of the Board. For cause removal shall include but is not limited to: any action or interest contrary to the interests, policies, or purpose of the Corporation. Reasonable notice includes written or electronic document notice delivered either personally, mail or electronic transmission at least forty-eight (48) hours before any meeting to discuss removal.

ARTICLE V - ELECTIONS
Section 1. TERMS OF OFFICE
The President, President-Elect, Secretary and Treasurer shall hold officer for a term of one (1) year beginning on the first day of the fiscal year. The three (3) at large Directors shall hold office for a term of three (3) years. Each year, the offices of President-Elect, Secretary, Treasurer and at least one (1) Board of Director position are open and Members may run for any of these offices.

Section 2. ELECTIONS
On or before the second Tuesday in March, the Secretary shall by written or electronic document notify the Members of the Association by mail or electronic transmission that any Member in good standing may submit his or her name or may nominate another member in good standing for any open office.
On or before the first Tuesday in April, all names and nominations for any office shall be submitted to any Director, who in turn shall provide the information to the Secretary.
On or before the third Tuesday in April, the Secretary and President shall communicate and prepare a ballot of candidates and offices.
On or before the fourth Tuesday in April, the Secretary shall send by mail or electronic transmission or to all Members of the Association a ballot listing the candidates and offices.
On or before the second Tuesday in May, said ballots shall be returned to the President in the manner prescribed on the ballot.
On or before the third Tuesday in May, the President and President-Elect shall tally the election results and report the result to the Secretary. Thereafter, the results of the annual election shall be reported to the Members.

ARTICLE VI – COMMITTEES
The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee may have one or more Members, who serve at the pleasure of the Board of Directors. Committees may include but are not limited to: Criminal Justice, Civil, Juvenile, Family and Probate, and Social. Any committee shall furnish written reports to the Board of Directors as requested. No committee or any member thereof shall act on any matter within its jurisdiction without prior approval of the Board of Directors and shall not any statement to the media or general public purporting to be the official position of the Association or committee without prior approval of the Board of Directors.

ARTICLE VII - CONTRACT
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to the specific instances.

ARTICLE VIII - WAIVER OF NOTICE
Whenever any notice is required to be given to any Member or Director of the Association under the provisions of these By-laws or the articles of incorporation or under Massachusetts law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. PERSONAL LIABILITY
The Directors and Officers of the corporation shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the corporation may look only to those funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

Section 2. FIDUCIARY DUTY
No Director or Officer shall be personally liable to the Association for monetary damages for breach of fiduciary duty as a Director or Officer notwithstanding any provision of law imposing such liability. This provision does not eliminate or limit the liability of a Director or Officer to the extent that such liability is imposed by applicable law (1) for any breach of the duty of loyalty to the corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the Director or Officer derived an improper personal benefit.

Section 3. INDEMNIFICATION
The Association shall, to the extent legally permissible indemnify each of its Directors, Officers, employees, and agents, against all liabilities, expenses and reasonable attorneys’ fees incurred by him or her in connection with the defense of any action, suit or other proceeding, civil or criminal, in which he or she may be involved or with which he or she may be threatened by reason of his or her being a Director, Officer, employee or agent. However, a person shall not be indemnified for conduct set forth in Article IX, Section 2. Any matter may be disposed by settlement and/or indemnification if a disinterested majority of the Board of Directors then in office determines, after notice, that it is in the best interest of the Association to resolve the matter and said person(s) acted in good faith and reasonable belief that his or her action was in the best interest of the corporation. Expenses and reasonable attorneys’ fees may be paid from time to time in advance of the final disposition. If such expenses are paid in advance and it is adjudicated that the person was not entitled to indemnification under G.L.c.180, §6 said person shall repay the Association for all such expenses. The indemnification provided hereby shall not be deemed exclusive of any other right to which anyone seeking indemnification thereunder may be entitled under any By-law, agreement, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office. Directors and Officers include their respective heirs, executors and administrators. The Association may purchase and maintain insurance on the behalf of any Director, Officer, agent, employee or former Director or officer or other person, against any liability asserted against them and incurred by him/her.

ARTICLE X - FURTHER AUTHORITIES
The Board of Directors may grant, delegate or assign to any officer of the Association any of the duties and authorities herein above designated to be performed by any officer or may enlarge or restrict the duty and authority of any officer, either temporarily or permanently, as long as such powers and authorities shall not be inconsistent with these By-laws.

ARTICLE XI - SEVERABILITY
Any provision of these By-laws, or any amendment or alteration thereof, which has been constructed to be in violation of Massachusetts law, as amended, and any amendment or replacement thereto, shall not in any way render the remaining provisions invalid.

ARTICLE XII - AMENDMENTS
These By-laws may be altered, amended, or repealed and new By-laws may be adopted by the Members at any Annual or Special Meeting of the Association duly called and held for that purpose by a vote of the majority of the Members present.

ARTICLE XIII DISSOLUTION
Except as otherwise required by law, the Association may at any time dissolve by vote of the Board of Directors. In the event of any liquidation, dissolution, termination or winding up of the Association (whether voluntary, involuntary, or by operation of law), all property and assets of the corporation, real and personal, remaining after providing for payment of its debts and obligations, may be converted into cash and such cash, as well as property not so converted, shall be conveyed, transferred, distributed, and set over outright to one or more incorporated charitable, scientific or educational institutions or organizations, created and organized for nonprofit purposes similar to those of the Association. By vote, the Board of Directors shall designate and in such proportions and in such manner as to how the said cash or property contributions shall be made. The Association’s cash and property may be applied to charitable, scientific or educational purposes in accordance with the doctrine of cy-pres in all respects as a court having jurisdiction may direct. In the case of a voluntary dissolution, the Association shall follow the method as prescribe by Massachusetts law.