Bylaws
Article I. General
Section 1. Purpose
The Morrison R. Waite American Inn
of Court ("Inn") is chartered by The American Inns of Court
Foundation under Organizational Charter No. 286 issued by the
American Inns of Court Foundation on June 12, 1996
("Organizational Charter"). The Mission of The American Inns
of Court Foundation is to foster excellence, professionalism,
ethics, civility, and legal skills for judges, lawyers,
academicians, and students of law to perfect the quality,
availability, and efficiency of justice in the United States.
The Inn adopts the mission of The American Inns of Court Foundation
and the Objectives of the Inn in the Organizational Charter,
Article I, Objectives.
Section 2. Principal Location
The Inn is located in the Toledo,
Lucas County, Ohio, and serves Northwest Ohio.
Article II. Organization
Section 1. Executive Committee
The Executive Committee is composed
of the officers, the Immediate Past President, and ten at large
members. The duties of the Executive Committee are set forth in the
Organizational Charter and in these Bylaws.
At large members:
Eligibility to serve as an officer or at large
member: Benchers, Barristers, and Associates (all
defined in Article III below) are eligible to serve as at
large members. At large members shall be elected by a
majority of the Benchers, Barristers, and Associates present at the
annual meeting of the Inn. The Inn shall endeavor to elect at
large members reflecting the diversity of persons practicing law in
Northwest Ohio and the diversity of their respective
practices.
Term of office. The term of office for an at
large member is two years, commencing on July 1 of the first
year of the term and expiring on June 30 at the end of the
second year of the term. An at large member may serve one
immediately succeeding term of office, and shall not be eligible to
serve again as an at large member until on or after the term
commencing July 1 two years after the expiration of the second
term of the member's preceding two consecutive terms of
office. The at large members shall serve staggered terms,
with half elected in odd numbered years and half elected in even
numbered years.
Section 2. Officers
Offices: The officers of the Inn shall be a
president, a counselor, a secretary/treasurer (or a secretary and a
treasurer), and such other officers as the Benchers authorize.
Eligibility to serve as an officer: Benchers are
eligible to serve in any office. Barristers and Associates
are eligible to serve in any office other than President or
Counselor. A judge shall serve as President or Counselor in
alternating terms so that when a judge is President, the Counselor
is a Bencher other than a judge, and when a judge is Counselor, the
President is a Bencher other than a judge.
Term of office: The officers shall serve one
two-year term, commencing on July 1 of the first year of the
term and expiring on June 30 at the end of the second year of
the term, and may not immediately succeed themselves in the same
office, except the secretary/treasurer (or the secretary and the
treasurer), who may serve any number of successive terms.
Election of officers: The President and
Counselor shall be elected by a majority of the Benchers present at
the annual meeting of the Inn in odd numbered years. Officers
other than the President and Counselor shall be elected by a
majority of the Benchers, Barristers, and Associates present at the
annual meeting of the Inn in odd numbered years.
Section 3. Committees
The Executive Committee may
establish standing and ad hoc committees from among the active
members of the Inn, and may change or discontinue committees as
deemed necessary or appropriate. Committees may create ad hoc
subcommittees, as needed. Whether or not the Executive
Committee establishes any committees other than the Nominating
Committee, the Executive Committee shall insure that the following
functions are performed:
Membership: Solicit and revies applications and
recommends member to the Executive Committee; maintain records of
attendance.
Program: Oversee program topics and submit programs
for Continuing Legal Education credit.
Social: Schedule and arrange for approved social
functions of the Inn within guidelines established by the Executive
Committee.
Reporting:distribute news, announcements and other
information among Inn members and to the American Inns of Court
Foundation; submit program reports to the American Inns of Court
Foundation; and prepare articles for the Bencher.
Mentoring: arrange mentoring opportunities among
Benchers, Barristers, Associates and Pupils, and assign members to
be mentors.
Nominating Committee: By thirty days before the
annual meeting of the Inn, shall present to the members of the Inn
nominations for officers and directors whose terms expire on
July 1 after the annual meeting. The Executive Committee
shall establish a Nominating Committee to perform this
function.
Appointments to committees: Upon the advice and
consent of the Executive Committee, the President shall appoint
committee members and chairs of the standing and ad hoc committees
by July 31 of each year.
Committee liaisons: The Executive Committee may
designate Executive Committee members as liaisons between the
Executive Committee and standing and ad hoc committees.
Liaisons shall not have authority to vote as members of the
standing or ad hoc committees for which they are acting as
liaisons.
Section 4. Pupillage Groups
Each year, all active members will
be assigned to a Pupillage Group by the Counselor, with the
assignment being approved by the Executive Committee, which shall
also select a two Benchers, one of whom should be a judge, to chair
each group.
Article III.
Membership
Section 1. Active Members
There are four active membership
classifications in the Inn.
Masters of the Bench are members authorized to
practice law for at least 15 years, judges, and deans of law
schools, including assistant and associate deans, and law school
faculty, including professors, assistant, professors, associate
professors, and lawyers supervising work in clinical programs
operated by a law school. Masters of the Bench may be called
"Benchers".
Barristers are members authorized to practice law for
at least five years not otherwise qualified to be a Bencher.
Associates are members authorized to practice law for
fewer than five years not otherwise qualified to be a Bencher.
Pupils are members in their third-year of study at an
accredited law school.
Section 2. Terms and Conditions of Membership
Membership in the Inn comprises the
Benchers, Barristers, and Associates and shall, where possible,
represent the gender, ethnic, and professional diversity of the
bench and bar of Northwest Ohio. Pupils may participate in
all activities of the Inn, but will not be voting
members.
Section 3. Inactive Members
The Executive Committee may confer
Emeritus and Honorary memberships.
Article IV. Meetings
Meetings shall be held at least six
times during the academic year of law schools in Northwest Ohio as
the Executive Committee determines. The Inn shall endeavor to
have one meeting focus on social discourse among the different
classes of members. The Annual Meeting of the Inn shall occur
at the last meeting of the academic year.
Article V. Voting and
Elections
Section 1. Benchers
Benchers have voting rights for all
matters related to the Inn. Each Bencher shall have one vote
on any matter submitted to the Benchers. A majority of voting
Benchers shall constitute a quorum for transacting business, except
that every act done or decision made by a majority of the Benchers
attending a scheduled meeting of the Inn under Article, IV.
§ 1 shall be the vote of a quorum of the Benchers. The
Benchers may vote by using any combination of mail, facsimile,
electronic mail, physical meetings, meetings held by communications
equipment, or other means chosen by the Executive Committee in its
discretion.
Section 2.
Barristers
Barristers may vote as members for
the election of officers other than the President or Counselor, for
election of at large members of the Executive Committee.
Barristers may vote as a member of the Executive Committee on any
matter before the Executive Committee.
Section 3. Associates
Associates may vote as members for
the election of officers other than the President or Counselor, for
election of at large members of the Executive Committee.
Associates may vote as a member of the Executive Committee on any
matter before the Executive Committee.
Section 4.
Pupils
Pupils do not have a right to
vote.
Section 5. Executive Committee
Each member of the Executive
Committee, including the President, shall be entitled to one vote
on any matter submitted to the Executive Committee. A majority of
the members of the Executive Committee shall constitute a quorum
for transacting business. Every act done or decision made by
a majority of the members in attendance at a meeting for which at
least one week notice has been given shall be the act of the entire
Executive Committee.
Section 6.
Methods of voting
Votes may be by any of mail,
facsimile transmission, electronic mail, meetings held in person,
meetings held by communications equipment, or other means, or any
combination of the foregoing, as determined by the Executive
Committee in its discretion.
Section 7. Elections
The Benchers shall elect the
President and Counselor. The Benchers, Barristers, and
Associates shall elect the at large members of the Executive
Committee and the officers other than the President and
Counselor.
Section 8. Vacancies
When an office, committee chair, or
at large member of the Executive Committee becomes vacant other
than at the end of a regularly scheduled term, the Executive
Committee may appoint an interim replacement who shall hold the
position until July 1 after the next scheduled annual meeting,
at which the procedures for election and selection of officers and
chairs shall be followed in electing a replacement for the
unexpired remainder of the term, if any. The portion of the
term prior to the appointment or election of a person to fill a
vacant position shall not be counted against the new officer or
chair regarding any maximum term of service.
Article VI. Fiscal
Matters
Section 1. Fiscal Year
The fiscal year of the Inn shall be
from July 1 to June 30 of each year.
Section 2. Dues
Dues shall be in an amount
determined by the Executive Committee consistently with the
Organizational Charter and shall be levied by the
Secretary/Treasurer (or the Treasurer) during the month of July
each year. Failure to pay assessments and dues before the third
meeting of the Inn year and after reasonable notice may be
considered by the Executive Committee as grounds to terminate
membership of the person in default.
Section 3. Expenses
The Inn shall pay all expenses
approved by the Executive Committee. Expenses may include an amount
to defray the cost of one or more officers to attend the National
Conference of the American Inns of Court Foundation and payment to
an administrator determined by the Executive Committee consistent
with standards of the American Inns of Court
Foundation.
Article VII. Adoption
and Amendments
Section 1. Adoption
These bylaws will be adopted by the
Inn upon approval by a majority of the Benchers of this Inn after
being submitted to and approved, in writing, by the Board of
Trustees of the American Inns of Court Foundation.
Section 2. Amendments
Amendments to these Bylaws may be
made by a majority of the Benchers of this Inn after being
submitted to and approved, in writing, by the Board of Trustees of
the American Inns of Court Foundation.
Approved by a majority of Benchers
of the Morrison R. Waite American Inn of Court at a meeting if the
Inn held on September 16, 2014