Revised and Adopted:  April, 2006

ARTICLE I - NAME AND PURPOSE

Section 1. Name. The name of this Association will be the New Jersey Women Lawyers Association (“NJWLA”).  NJWLA will also be referred to herein as (the “Association”).

Section 2. Purpose/Mission.  The purpose and mission of NJWLA will be to engage in statewide efforts to support and promote its members to the highest levels of law firm, government, academic, community, and corporate positions and the judiciary, to endorse qualified female attorneys for appointments to the state and federal judiciary, and to foster leadership among its membership through promoting professional activities, mentoring, educational programs, networking functions and to generally promote visibility of its membership. It is also NJWLA’s purpose and mission to engage in statewide efforts designed to retain women in the legal profession and to assist in, and/or collaborate with, nationwide efforts to retain women in the legal profession, including through providing education to its membership, corporations, government, the judiciary, law firms, other memberships, associations and/or other organizations, and law school students, particularly on the evolving “Best Practices” geared toward retention of women in the legal profession in New Jersey.

NJWLA will also create Task Forces to study and advise the membership on developments affecting the legal status of women, with a focus on gender equity challenges, including those within the legal profession.  NJWLA will create a GENDER EQUITY TASK FORCE to compile, analyze and report on statistics, cases and legislation affecting women’s advancement in society and in the legal profession specifically, including  detailed review of impediments to advancement, such as “glass ceiling,” “maternal wall,” “daughter track,” pregnancy, caregiver discrimination, and sexual harassment legal barriers.  NJWLA will also create a WOMEN OF COLOR GENDER EQUITY TASK FORCE which will compile, analyze and report on statistics, cases and legislation affecting the advancement of women of color advancement in society and in the legal profession, including detailed review of impediments to advancement, with a focus on the additional racial and ethnic barriers that women of color in the legal profession face.

The purpose and mission of the Association will also be to provide a voice for its members through local, state and federal legislative bodies and to support, report on, and/or submit testimony on legislation (including proposed and/or pending legislation) of importance to women, and to maintain a close liaison with other Bar Associations, the judiciary and other statewide and national organizations which address or promote issues important to NJWLA. The Association will also play an active mentoring role by encouraging young women to attend law school, and fostering early leadership skills in women by having members serve as mentors to female law students and college students considering entering the practice of law.  NJWLA will also engage in efforts to educate the community about gender equity concerns and issues which fall within the scope of NJWLA’s mission.

ARTICLE II - MEMBERSHIP

Section 1.  Membership.  The membership of the Association will consist of those persons who meet the requirements for membership as provided by these By-Laws.

Section 2.  Standing Membership Classes.  There will be four standing classes of regular membership as follows:
(1)       Full Attorney Member.  Any person, who supports the purpose and mission of NJWLA, is duly licensed to practice law by The Supreme Court of the State of New Jersey, and either regularly practices law in the State of New Jersey or resides in the State of New Jersey will be eligible for full Attorney Membership in the association.  A full attorney member will be enrolled at either the official address of New Jersey practice or the New Jersey home address, as the member may request.
(2)       Associate Attorney Member.  Any person, who supports the purpose and mission of NJWLA, and who is duly licensed to practice law in a state other than the State of New Jersey, or in Puerto Rico, the District of Columbia, or any other territory of the United States, will be eligible for Associate Membership in the Association.
(3)       Student Associate Member.  Any student, who supports the purpose and mission of NJWLA, and is enrolled in an accredited school of law, or in a pre-law course of instruction in an accredited college or university in the United States, Puerto Rico, the District of Columbia, or any territory in the United States, or any graduate or an accredited school of law who is an applicant for admission to practice in [?]
(4)       Law Administrator Associate Member.  Any paralegal, legal office manager or librarian,- who supports the purpose and mission of NJWLA, and works in a law firm, corporation or government office in New Jersey, will be eligible for Associate Membership in the Association.

Section 3. Procedure and Privileges of Standing Classes.
(1)       Applications.  Applications for membership in a standing class of the Association will be in the form and manner prescribed by the Board of Trustees and will be accompanied by the full amount of the dues prescribed by the Board of Trustees pursuant to these By-Laws. Upon a finding by the Board that the applicant meets the eligibility requirements, such applicant will be enrolled as a member of the appropriate class and will thereafter be entitled to all the privileges of that membership so long as he or she remains in good standing.
(2)       Meetings and Activities Voting Rights. A member in good standing will be entitled to have notice of, to attend and to participate in all meetings and activities of the Association established as membership activities by the Board of Trustees; provided, however, that only full Attorney Members in good standing will have the right to vote at any membership meeting designated as an Association business meeting by the Board of Trustees, and only all Attorney Members in good standing will have the right to be nominated for, to stand for election, or to hold elective office in the Association, or to vote in any election mandated by these By Laws.
(3)       Maintenance of Good Standing. A member will be deemed to be in good standing so long as he or she continuously meets all eligibility requirements for the class of membership and has paid all dues and assessments on a current basis.
(4)       Suspension and Expulsion. A member may be temporarily suspended from good standing status during such period as he or she may fail to meet eligibility requirements for membership or becomes deficient in the payment of Association dues or assessments. A member will be expelled from membership, and lose all standing in the Association upon disbarment from the practice of law, or for other good cause relating to the maintenance of the integrity of the Association. Suspension or expulsion will occur only upon action of the Board of Trustees and after the member has been given notice and the opportunity to be heard. The Board may temporarily suspend a member upon its ex parte finding of probable cause to do so, provided that notice is immediately given and a hearing on the suspension is afforded to the member within seven (7) days of the suspension, in default of which the suspension will be void. A hearing will not be required for a temporary suspension arising from non-payment of dues.
(5)       Reinstatement. A member may be reinstated after a period of suspension or expulsion upon application and a finding by the Board of Trustees that the cause of the expulsion or suspension has been corrected or eliminated, that the applicant then meets all eligibility requirements for membership, and that reinstatement will not adversely reflect upon the integrity or reputation of the Association or its members.

Section 4. Establishment of Further Membership Classes. The Board of Trustees may establish further classes of honorary or active membership as it may deem appropriate, including classes defined by affiliation with subordinate regional organizations, or national organizations; provided, however, that in no case will a member,- who is a member by virtue of inclusion in affiliate class alone, have the right to vote or to stand for or hold elective office in the Association.

Section 5. Membership Dues. The Board of Trustees will fix the amount of dues to be paid by members and will establish such dues, notes and classifications as it, in its sole discretion, may deem necessary and appropriate to fund the activities of the Association. The Board of Trustees will fix the amount of dues and establish classifications on or before May 15 of each calendar year and, if it will fails to do so, the schedule of dues and classifications of the preceding year will remain in effect. The Chief Financial Officer will report to the Board of Trustees the name of any member whose dues for a calendar year have not been paid by May 15 of that year and the Board will suspend the member from good standing pursuant to these By Laws, and will thereafter take whatever action against the member as it may deem to be in the best interests of the Association.

ARTICLE III - GOVERNING BODY

Section 1. General Responsibilities for Governance.  The Association will be governed by its elected and appointed officers, its Board of Trustees and its membership in accordance with the provisions of these By-Laws and by any Articles of Incorporation that may be created by the Board of Trustees. The business activities of the Association on a day-to-day basis will be conducted by the Association’s Executive Committee. The business activities and policies and procedures of the Association will be developed, decided, managed and supervised, except as otherwise required by law or these By-Laws, by the Board of Trustees. The Executive Board will create Policies and Procedures on its operations and these Policies and Procedures may be amended by the Board of Trustees as its discretion. The Board of Trustees will appoint a General Counsel and a Chair of the Nominations Committee.

Section 2.  Officers. The officers of the Association, who will be elected by the voting membership, will be the following six (6) officers: the President, President–Elect, Vice President, Chief Financial Officer, Chief Operations Officer, and the Corporate Secretary. The Immediate Past President will also serve as an officer of the Association during the term following the Presidency.

Section 3. Directors. The following six (6) Directors will be appointed by the President elected for that term: Director of Membership and Member Services, Director of Corporate Relations, Director of Marketing/Public Relations, Director of Programming, Director of Best Practices, and Director of Public Policy.

Section 4. Regional Trustees.  There will be nine (9) Regional Trustees elected, one from each of the voting regions, set forth below. A Regional Trustee must have a principal place of business or must reside within the region he or she represents, and must be elected solely by the Full Attorney Members who have a principal place of business in such region. Full Attorney Members who do not have a principal place of business in any of the regions below, but reside within any of the regions below may vote in the election for the region where he or she resides. No Full Attorney Member may vote in more than one election for a regional trustee. The following regions are hereby established:

Section 5. Trustee-at-Large. There will be Five (5) Trustees At-Large elected by the entire voting membership.

Section 6. General Counsel.  There will be a General Counsel appointed by the Board of Trustees.

Section 7.  Chair of Nominations Committee. There will be a Chair of the Nominations Committee, appointed by the Board of Trustees. The Chair will not be an officer who may be nominated for elected office.

Section 8. Executive Committee.  The Executive Committee will consist of the following Officers and Directors of the Association, all of whom will serve with vote: President, President–Elect, Vice President, Chief Financial Officer, Chief Operations Officer, Corporate Secretary, the Director of Membership and Member Services, Director of Corporate Relations, Director of Marketing, Director of Programming, Director of Best Practices, Director of Public Policy and the General Counsel and Chair of Nominating Committee, both of whom will serve with vote. The Immediate Past President will also serve as ex officio member with vote.

The Executive Committee will:

• Transact the day-to-day business of the Association.
• Provide reports to the Board of Trustees on the business of the Association, including an annual report to be presented to the Board of Trustees at the annual meeting.
• Create, maintain and propose revisions to the policies and procedures of the Association.
• Make minutes of these meetings available to the Board of Trustees at their next meeting.
• Hire professional and support personnel, as needed.
• Ratify appointments where approval is required.

Section 9.  Board of Trustees.  The Board of Trustees of the Association will consist of the Officers and Directors of the Association, the Regional Trustees, the Trustees At-Large, the Chair of the Nominating Committee and the General Counsel. The business activities and policies and procedures of the Association will be developed, decided, managed and supervised, except as otherwise required by law or these By-Laws, by the Board of Trustees.  A long-term strategic plan will be developed by the Board of Trustees and presented at the annual meeting, which will be held on or about June 15 at a time and place to be agreed upon by the Board of Trustees.

Section 10. Fiscal Year.  The fiscal year for the Association will run from June 1st until May 31st of the following year.

Section 11. Terms of Office. Each elected officer will take and hold office for two (2) years commencing on July 1. The term of office of the appointed officers will be coterminous with the terms of the President who appoints these officers. The term of office for elected Trustees and Trustees At-Large will be two (2) years. Each office holder will serve for the stated term and until his or her successor is elected or appointed and qualified. No Officer, Director, Trustee, or Chair of Nominations Committee will be eligible to serve for more than three consecutive terms in the same position. The Chair of the Nominations Committee will serve for a term of two (2) years.

Section 12.  Revitalization Exception.  During the first term of revitalization of NJWLA, commencing on June 1, 2006 and ending on May 31, 2008, there may be Co-Officers, Co-Directors and more than five (5) Trustees-At-Large as deemed necessary.  Additionally, during the first term of the revitalization, commencing on June 1, 2006 and ending on May 31, 2008, all elected Board of Trustee positions that typically require voting the general membership will be deemed appointed positions, and the new Board of Trustees slate having been approved by and confirmed by the outgoing NJWLA Board.

ARTICLE IV - DUTIES AND RESPONSIBILTIES

Section 1.  President. The President will be the principal officer of the Association and will serve on the Board of Trustees. She will: preside at all meetings of the Executive Committee, of the Board of Trustees, and at the Annual Meeting; appoint Standing and Special [Chairs and Special committees, except Nominating Committee with approval of the Executive Committee; serve as ex-officio member, without vote, of all committees, except Nominating Committee; interpret and implement the program, policies, procedures and objectives of the Association; ensure that a coordinated program, including projects and activities, is developed for the ensuing year in accordance with the objectives of the Association; with the approval of the Executive Committee, may authorize the appointment of other professional and/or support personnel, as needed for the efficient operation of the Association; appoint all representatives or delegates to act on behalf of the Association in connection with activities conducted by other bar associations or organizations; serve as the spokesperson for the Association on significant issues affecting the Association and will act as a liaison on legislative issues that the Association supports; and perform any other duties as set forth in these By-laws and/or in any Articles of Incorporation that may be created.

Section 2.  The President-Elect.  The President-Elect will serve on the Board of Trustees during the year preceding the term of officers as President, will succeed the President upon expiration of the President’s term of office, and will perform such other duties as the President or Board of Trustees may from time to time direct.  She will: assist the President in public outreach and in the President’s duties as set forth above; serve as President the year following the term as President Elect; and fill a vacancy in the office of President as defined in Article VII-Elections.

Section 3. The Immediate Past President. The Immediate Past President will serve on the Board of Trustees and will serve in such capacities as assigned by the President.

Section 4.  Vice President.   The Vice-President will serve on the Board of Trustees and will act in the place and stead of the President in the event of the absence, vacancy, or disqualification of the President, and will perform such duties as the President or Board of Trustees may from time to time direct. The Vice President will be responsible, subject to the authority of the Board of Trustees and the President, for all matters pertaining to law students. She will serve in an advisory capacity and be responsible for her Standing and Special Committees and in such capacities as assigned by the President.

Section 5. Chief Operations Officer.  The Chief Operations Officer will serve on the Board of Trustees and will oversee the operations of the Association, provide reports to the Executive Board and Board of Trustees on any issues affecting the operations of NJWLA, and issues regarding the legal or operating structure, and oversee the creation of Policies and Procedures.  The Chief Operations Officer will assist the President in the preparation of the annual report and any required business succession plan to be presented to the Board of Trustees at the annual meeting. The Chief Operations Officer will oversee the Operations and Administration Committee.

Section 6.  Chief Financial Officer. The Chief Financial Officer will serve on the Board of Trustees.  She will:  be responsible for the collection of all dues, assessments and receivables of the Association;  prepare and maintain all financial records of the Association; care for and, upon approval of the Board of Trustees, disburse all funds of the Association;  render an annual report and a monthly report of the financial affairs and status of the Association and account for the receipt and disbursement of all monies of the Association;  coordinate the production of outside annual audits with the Association’s accountants;  prepare and file all tax returns; monitor all expenditure according to budgets approved by the Board of Trustees; assist the President in the preparation of the annual report as it relates to financial issues; and  propose financial and economic policy for the Association. The Chief Financial Officer should have a financial background. The Chief Financial Officer will oversee the Finance Committee.

Section 7.  Corporate Secretary.  The Corporate Secretary will serve on the Board of Trustees and will prepare, publish, and keep the minutes of all meetings of the Association, the Executive Committee, and meetings of the Board of Trustees; will certify official copies of such minutes and these By Laws; will send notices of all meetings to the Board or the membership; and perform such other duties as the President or Board of Trustees may from time to time direct; and take minutes of the meetings of the Executive Committee and Board of Trustees.

Section 8.  Director of Marketing/Public Relations.  The Director of Marketing/Public Relations will serve on the Board of Trustees and will: oversee the creation and operations of a website, newsletter; will oversee link-in efforts with other collaborative organizations/associations’ websites; will prepare and have published press releases on significant developments and advertisements, and assist with all marketing efforts on behalf of the Association.  The Director of Marketing/Public Relations will work closely with the Directors of Corporate Relations and Programming. The Director of Marketing/Public Relations will oversee the Committee on Marketing/Public Relations.

Section 9.  Director of Corporate Relations.  The Director of Corporate Relations will serve on the Board of Trustees and oversee an effort to obtain corporate sponsorship for NJWLA and all its operations, its programs, events and publications.  The Director of Corporate Relations will work closely with the Director of Marketing/Public Relations and the Director of Programming. The Director of Corporate Relations will oversee the Corporate Relations Committee.

Section 10. Director of Membership.  The Director of Membership will serve on the Board of Trustees and will maintain, modify and correct the association’s general membership list. The Director of Membership Secretary will present at every Board of Trustees meeting an update of all active members and must have daily access to a computer and be computer-literate. The Director of Membership will prepare membership dues invoices to all members listed on general membership list and will be responsible to render a final yearly report indicating a final list of active dues-paying members. The Director of Member services will also engage in efforts to increase the Association’s membership and will work closely with the Diversity Committee in ensuring that all efforts are made to keep the Association’s membership diverse. The Director of Membership will oversee the Membership Committee.

Section 11. Director of Programming. The Director of Programming will serve on the Board of Trustees, will oversee all programming and educational efforts to its membership, corporations, government, the judiciary, law firms, other memberships, associations and/or other organizations, and law school students.  The Director of Programming will oversee: (1) yearly programs on work life balance/flex-time, women’s initiative/mentoring, business development, and any programs of timely interest to its membership;  (2) a yearly “Law Firm Summit - Best Practices Update” to be held in the Fall; and (3) a Spring Salute to Women Leaders in the law, including salutations to women who have been appointed to the state or federal bench during the prior year and the installation of NJWLA’s Officers, Directors and Trustees. The Director of Programming with work jointly with the Director of Best Practices on the Fall Summit and will also with the Trustees overseeing the Women’s Leadership Resources and Appointments/Endorsements Committees on planning small focused networking events and the Spring Salute dinner. The Director of Programming will oversee the Programming Committee.

Section 12.  Director of Best Practices.  The Director of Best Practices will serve on the Board of Trustees, will oversee efforts designed to retain women in the legal profession and to assist in, and/or collaborate with, the nationwide efforts to retain women in the legal profession. The Director of Best Practices will work jointly with the Director of Programming on planning a yearly “Law Firm Summit - Best Practices Update” to be held in the Fall and on yearly programs on work life balance and flex-time for lawyers policies and initiatives (including a review of effective part-time/flextime policies in the private and public sectors).  The Director of Best Practices will oversee the Best Practices Committee.

Section 13.  Director of Public Policy.  The Director of Public Policy will be on the Board of Trustees and will be responsible for overseeing the efforts to review and report on national and state legislation, state and national case law, gender equity verdicts and settlements, both statewide and national that are of importance to women.  The Director of Public Policy may make recommendations as to strategy and meetings with the appropriate executive and legislative bodies.  The Director of Public Policy will work closely with the Gender Equity and the Women of Color Gender Equity Task Forces and with the Director of Best Practices.  The Director of Public Policy will oversee the Legislation and Legal Update Committee.

Section 14.  General Counsel. The General Counsel will serve on the Board of Trustees with provide advice to the organization as needed.

Section 15. Other Executive Officers. The President, with the advice and consent of the Board of Trustees, may appoint a general counsel, an auditor, committee and committee chairpersons and such other subordinate officers and agents as may be necessary and appropriate to conduct the Association’s affairs.

Section 16. Regional Trustees and Trustees-at-Large.  All Trustees will serve on the Board of Trustees.  The Board of Trustees will: oversee the long-term strategic goals of the Association; oversee and provide direction with respect to NJWLA’s Policies and Procedures; and oversee the Appointments/Endorsements and Women’s Leadership Resources Committees; and oversee statewide efforts to promote its members to the highest levels of law firm, government, community, and corporate positions and the judiciary, including, creating and maintaining a statewide databank of resumes of NJWLA members so as to facilitate opportunities for well-qualified candidates seeking positions in law firm, government, community, and corporate positions or the judiciary.

ARTICLE V - MEETINGS

Section 1. Meetings. Regular meetings of the Board of Trustees will be held no fewer than eight (8) times during the year at such times and places as the Board may determine by adopting an annual calendar of meetings. Special meetings of the Board of Trustees may be called by the President or any three board members upon written notice of at least seven (7) days to all board members and may be held at the time and place as stated in the notice.  Meetings of the Executive Board will be monthly or when called by the President or when called by a majority of the Executive Committee.  There will be a Board of Trustees annual meeting at or about June 15th of each year at an agreed date and time for the purpose of reviewing the prior year’s business transactions and programs/events, the long-term and short-term strategy and goals in place, the transition of leadership, including the presentation of a succession plan by the Chief Operations Officer and President, and any significant developments affecting the Association.   

Section 2. Agenda Items and Rules of Order. The President will be notified (3) three days prior to any board meeting of any matters that require a Board vote so that they may be placed on the agenda. Matters not noticed to the President may be raised only as items under New Business, and, upon demand by the President, may be considered only upon a two-thirds vote of those present and voting. The agenda at any special meeting will be limited to the matters anticipated in the notice of meeting, unless a motion to change the order of the day be adopted. Robert’s Rules of Order (Revised) will govern the conduct of all meetings of the Board, unless otherwise provided herein.

Section 3. Quorum. Fifty-One percent (51%) of the voting Board Members will constitute a quorum to convene a meeting for the transaction of business. The affirmative vote by a majority of those Board Members present either in person or by telephone or other comparable media at a duly convened meeting will constitute an act of the Board of Trustees.  A majority of the members of the Executive Committee will constitute a quorum. Proxy voting is not permitted.

Section 4. Attendance at Board Meetings. It is the duty of each Board Member to attend the regular and special meetings of the Board of Trustees. Any Board member who accumulates three absences during one year and who duly received notices of such meetings in accordance with these By-Laws will be presumed unable to carry out the duties of office and will be automatically suspended from office unless the Board determines that any absence was supported by good cause, in which case the Board member will be reinstated. The Board may remove such member from office after the Board Member has been given notice and the opportunity to be heard. The President will notify the Board Member of any action taken by the Board under this section.

Section 5.  Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if a written consent to such action is signed by two-thirds of the members of the Board of Trustees and the written consent is filed with the minutes of the next proceeding of the Board.

Section 6. Meetings by Telephone. The Board of Trustees may conduct meetings by telephone conference or similar communications equipment by means of which all Board members participating in the meeting can hear each other at the same time, so long as Board Members are duly notified of such meetings in the manner prescribed by these By-Laws. Participation by such means will constitute presence at such meetings.

Section 7.  E-Mail Voting. When time is of the essence, e-mail voting may be permissible.

ARTICLE VI - COMMITTEES

Section 1. Committees and Other Representatives. The President may appoint such committees as may be necessary to carry out the purposes of the Association or assist the Board in the orderly management of the affairs of the Association, consistent with these By-Laws. The President will: have the sole power to appoint representatives or delegates to act on behalf of the Association in connection with activities conducted by other bar associations or organizations.

Section 2. Appointment to Committees. The President will appoint members of all committees and designate a Committee Chairperson, specify committee rules and set deadlines for a Committee report, with the exception of the standing committees referred to in Article Eight, Section Three. Each committee may select from its members a committee secretary and such other officers as are deemed desirable. Each committee will make a written annual report to the Association which report will be filed with the President at least thirty (30) days before the annual meeting.

Section 3. Standing Committees. The Standing Committees of NJWLA will be the following:

1.  Membership

• Keep track of membership and keep track of dues; and
• Engage in efforts to expand membership and will work closely with the Diversity Committee in this regard.

2. Operations and Administration

• Make recommendations affecting the operating structure of the Organization, such as amendments to By-laws, creation of Articles of Incorporation (and amendments thereto);
• Oversee the creation of Policies and Procedures and NJWLA’s Operations; and        
• Assist with preparation of annual report, business succession and strategic plans.

3. Legal update and Legislative Committee

• Review and report on national and state legislation;
• Review and report on case law updates both statewide and national;
• Review and report on updates on gender equity verdicts and settlements both statewide and national;
• Review and report on proposed and existing state or federal legislation and make recommendations as to strategy and meetings with the appropriate executive and legislative bodies; and
• Work closely with the Gender Equity and Women of Color Gender Equity Task Forces.  

4.  Best Practices in Retention

• Engage in statewide efforts to retain women in the legal profession in New Jersey and to assist in, and/or collaborate with, nationwide efforts to retain women in the legal profession;
• Develop policies and procedures, and provide education to its membership, corporations, government, the judiciary, law firms, other organizations, and law school students, particularly those in New Jersey on the evolving “Best Practices” geared toward retention of women in the legal profession in New Jersey; 
• Provide education on the importance of women’s initiative/leadership programs, work life balance and flex-time for lawyers policies and initiatives (including a review of effective part-time/flextime policies in the private and public sectors), and business development programs specialized for women lawyers.

5.  Diversity Committee

• Engage in efforts to keep membership diverse;
• Collaborate with other organizations that have diverse memberships;
• Work closely with Women of Color Gender Equity Task Force and the Membership Committee.

6.  Program/Events Committee

• Establish yearly programs on worklife balance/flex-time, women’s initiative/mentoring, business development seminars, and any programs of timely interest to its membership;
• Plan and hold a yearly (Fall) “Summit - Best Practices Update” and invite legal employers in the private and public sectors throughout the State to participate. The Summit will be geared toward providing the firms with “Best Practices” for retaining and supporting the advancement of women in the law;
• Plan and hold a (Spring) event - Salute to Women Leaders in the law, including salutations to women who have been appointed to the state or federal bench during the prior year and installation of new Officers, Directors and Trustees of the Association; and
• Work with the Women’s Leadership Resources Committee on planning small focused networking events and with such Committee and Appointments/Endorsements Committee on the above event.

7.  Appointments/Endorsements Committee  

• Support statewide efforts to support and promote members to the highest levels of law firm, government, community, and corporate positions and the judiciary, including creating and maintaining a statewide databank of resumes of NJWLA members, so as to facilitate opportunities for well-qualified candidates seeking positions in law firm, government, community, and corporate positions or the judiciary; 
• Endorse qualified women attorneys for appointments within the state and federal judiciary, and the Executive branch of government;
• Notify the general membership of all available vacancies within the state and federal judiciary, and the Executive branch of government;
• Conduct outreach and interviewing of all potential candidates for positions to determine whether they will receive the endorsement of NJWLA;
• Maintain a resume bank of all candidates who have solicited the endorsement of the NJWLA; and
• Work closely with Women’s Leadership Committee.

 8.  Women’s Leadership Resources Committee

• Engage in statewide efforts to support and promote members to the highest levels of law firm, government, community, and corporate positions and the judiciary;
• Create and maintain a statewide databank of resumes of NJWLA members so as to facilitate opportunities for well-qualified candidates seeking positions in law firm, government, community, and corporate positions or the judiciary; 
• Engage in efforts to foster leadership among its membership through mentoring, business development programming, educational programming, focused goal-specific networking efforts and creation of a special job network resource for women lawyers that would foster leadership skills and provide support and guidance to women who want to become leaders in the judicial, political, governmental, private law firm, corporate, community, or academic settings;
• Work closely with Appointments/Endorsements Committee; and
• The Leadership/Mentoring Sub-Committee – will create networking and e-mail lists connecting members together by the following categories: (i) Corporate Counsel Mentoring; (ii) Judicial Mentoring; (iii) Government Leadership Mentoring; (iv) Law Firm Leadership Mentoring; and (v)Non-profit and Community Affairs Leadership Mentoring.

9.  Nominations Committee.  This Committee will work on the election for the following year.  The details of this Committee’s duties are set forth in Article VII-Elections below.

10.  Marketing/Public Relations Committee

• Create and oversee operations of a website and newsletter;
• Create and oversee link-in efforts with other collaborative organizations/associations’ websites;
• Prepare and have published press releases on significant developments and advertisements;
• Assist with all marketing efforts on behalf of the Association; and
• Work closely with the Corporate Relations and Programming Committees.

11.  Corporate Relations Committee.  The Committee will raise funds from corporate sponsors to get word out and promote NJWLA, its mission and members, and to fund programs and operations.  This Committee will work closely with Marketing/Public Relations and Programming Committees.

12.  Finance Committee.  This Committee will be responsible for setting budget, filing taxes, assisting with annual report and providing advice on Association’s finances.

Section 4.  Membership of Standing Committees.  Each Standing Committee will have one Chairperson and Vice- Chairperson. The President of the Association, who implements the new structure regarding Standing Committees, must initially appoint the Chairpersons, 1st Vice-Chairperson, 2nd Vice-Chairperson. At the beginning of each year, the Chairperson of each committee will step down and the 1st Chairperson, 2nd Chairperson, Vice-Chairperson will each advance a position. Incoming President must appoint a new 4th Vice-Chairperson. (The main idea for this structure is to ensure that each committee has stability and experience in the overall functioning of the committee).

Section 5. Terms, Removal; Vacancies. Members of the committees will serve as committee members at the pleasure of the President. The members of the Standing Committee will serve as committee members at the pleasure of the Trustees and may be removed at any time with or without cause by majority of the Board of Trustees.

Section 6. Action by Consent. Any action required or permitted to be taken at any meeting of any committee appointed by the President may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of its proceedings.

Section 7. Committee Meetings by Telephone and E-mail Votes. The Committees may participate in a meeting via a telephone conference call or similar communications equipment by means of which all participating members participating can communicate with each other at the same time. Participation by such means will constitute presence at such meetings. When time is of the essence, e-mail voting may be permissible.

Section 8. Special Committees. Special Committees will be: 1) Created as needed and disbanded on completion of the task for which they were created; and 2) Chairperson[s] of Special Committees may attend meetings of the Board of Trustees without vote.

ARTICLE VII – TASK FORCES AND ADVISORY COUNCIL

Section 1.    Gender Equity Task Force.  The Board of Trustees will appoint this Task Force to research and advise the membership on developments affecting the legal status of women, with a specific focus on gender equity challenges, including those within the legal profession.  The Task Force will: (i)  compile, analyze and report on statistics, cases and legislation affecting women’s advancement in the legal profession in law firm, government, community, and corporate positions and the judiciary, including a detailed review of impediments to advancement such as “glass ceiling,” “maternal wall,” “daughter track,” pregnancy, caregiver discrimination, and sexual harassment barriers; and (ii)  compile, analyze and report on statistics, cases and legislation generally affecting women’s advancement in society, including a detailed review of similar impediments to advancement.

Section 2.    Women of Color Gender Equity Task Force.   The Board of Trustees will appoint this Task Force to research and advise the membership on developments affecting the legal status of women of color in the profession, with a specific focus on gender equity challenges for women of color.  It will: (i)  compile, analyze and report on statistics, cases and legislation affecting the advancement of women of color in the legal profession in law firm, government, community, and corporate positions and the judiciary, including a detailed review of impediments to advancement with a focus on additional racial and ethnic legal barriers that women of color in the profession face; and (ii) compile, analyze and report on statistics, cases and legislation affecting the advancement of women of color in society, including a detailed review of impediments to advancement with a focus on the additional racial and ethnic barriers that women of color face.

Section 3.  Executive Advisory Council.   The Board of Trustees will appoint an Executive Advisory Council of women who have practiced law for at least 15 years and are in leadership positions in law firm, government, community, and corporate positions or the judiciary.  These members will be available to NJWLA, its Executive Committee and Board of Trustees for their expertise, council and advice as issues arise.

ARTICLE VIII - ELECTIONS

Section 1. Nominations and Eligibility. The Director of Membership will mail to each member in good standing a written notice of the positions to be filled by election during the current election year. Nominations for all positions will be made and received by January 1st of each year. Each person nominated by January 1st of each election year must have been a Full Attorney member in good standing of the Association for the full year immediately preceding the nomination. Each candidate nominated will have a right to address the membership at the next meeting. Each candidate will also upon request be given the opportunity to utilize the Association’s official membership list for the purpose of mailing campaign literature at the candidate’s sole expense. The Nominations Committee will not include any member seeking election.

Section 2. Notice of Election and Ballots. Not later than February 1st  in any election year, the Secretary Chairperson of the Nominations Committee will send an election ballot containing the names of the members who had been nominated by January 1st to all of the Full Attorney Members in good standing. Ballots must be received by U.S. mail to the current NJLWLA P.O. Box no later than March 1st. Voting by proxy or power of attorney is specifically prohibited. In the conduct of election procedures, the Chairperson of the Nominations Committee will develop and maintain adequate measures to preclude ballot improprieties.

Section 3. Election Results. The Nominations Committee will be responsible to receive, validate and count all ballots, to record and report on the results of said balloting, and to preserve the counted ballot, worksheets and all similar election materials for a period of (6) six months after the date of the election. All election results will be reported to the Board on or before March 15th. Candidates receiving the plurality of eligible votes cast will be declared elected. In the event of a tie, the Board of Trustees will choose one of the candidates by a written majority of all of the Board Members.

Section 4. Vacancies in Office. In the event of a vacancy of any office, other than President, an acting successor will be appointed from among the membership by the President, and will serve until the position can be filled, for the unexpired term, at a regular election. In the case of the President, the Vice-President will serve as Acting President until a successor is elected at the next election. No special election will be held to fill a vacancy in office.

Section 5.  Removal from Office.  Any Trustee, Director, Officer, Chair, or Committee member who is not performing her duties can be removed by a two-thirds vote of the Board of Trustees.

ARTICLE IX - By Laws Amendments

Amendments to By-laws. Amendments to these By Laws may be made at any duly noticed Board of Trustees meeting, but will require an affirmative vote of two-thirds of the Board of Trustees.

ARTICLE X - Transition Provision

Transition Provision. These By Laws, as revised, will become effective as of ___________, and notwithstanding such effective date and Article VIII, the term of the Board of Trustees for this transition term will commence immediately upon approval of these revised By-laws.