MIAMI-DADE TRIAL LAWYERS ASSOCIATION, INC. BY-LAWS

ARTICLE I
NAME

The name of this corporation, not for profit, shall be the MIAMI-DADE TRIAL LAWYERS ASSOCIATION [“MDTLA”].

ARTICLE II
OBJECTS

In addition to the objects of the Corporation set forth in the Articles of Incorporation, it shall be the objective of MDTLA to:

1. Establish and maintain as an integrated group, lawyers skilled and experienced in the trial of cases before juries, the courts and arbitrators representing injured persons, and thereby improve and enhance the standards of trial practice, the administration of justice, and the ethics of the profession; and,
2. To bring together members of the profession thus qualified, by reason of their character, personality and ability, for mutual sharing of knowledge in the art of advocacy.
 
ARTICLE III
MEMBERSHIP

A. Regular: Regular members of MDTLA shall be those persons who:

1. Are members in good standing of the Florida Bar;
2. Have made application and been approved for membership in the MDTLA, as herein provided;
3. Are of good moral character;
4. Do not devote more than fifty percent (50%) of their practice to representing defendants, insurance carriers, their insureds, or employers in personal injury litigation, arbitration proceedings, and/or worker’s compensation matters; and
5. Pay the established dues as members of this Organization, as established from time to time by the Board of Directors.

B. Student: A law student engaged in a course of study at a law school shall be eligible for student membership, if he or she is of good moral character and has made application to and been approved for student membership by the Board of Directors as herein provided.

C. Honorary: The Board of Directors may, in its discretion, from time to time designate persons as Honorary members, who shall pay no dues or fees and be entitled to no vote.

D. Other Classes: From time to time, the Board of Directors may create other classes of regular members, establishing the procedure for application and terms of admittance in each case.

E. Upon payment of the annual dues prescribed from time to time by the Board of Directors, such regular members shall be entitled to all the privileges of membership in MDTLA including:

1. The right to hold any office in MDTLA; and
2. The right to one vote at any regular or special meeting of the membership.

F. Dues: Annual dues and other special assessments shall be determined by a majority vote of the combined Board of Directors and Executive Board.

G. Application: To become a member in MDTLA each applicant must:

1. Transmit his or her signed application to the Secretary on the form to be prescribed by the Board of Directors, together with one (1) year’s dues; and,
2. Certify that he or she meets the requirements of Article III of these By-Laws; and,
3. Be approved by a majority vote of the Board of Directors or a majority vote of the Executive Board.

ARTICLE IV
EXECUTIVE BOARD AND BOARD OF DIRECTORS

A. Executive Board: The business and property of MDTLA shall be managed by an Executive Board comprised of the five officers of MDTLA as set forth in Article V of these By-Laws.

1. Powers: The Executive Board shall have, in addition to the power conferred by Law, the Articles of Incorporation, and these By-Laws, the authority to:

a. Examine and pass upon qualification of any applicant for membership in MDTLA; and,
b. Hear and determine charges made against any member; and,
c. Expel members for cause shown; and,
d. Appoint itself or authorizes the President to appoint such standing and other committees, as in its judgment is necessary for the proper management of MDTLA and, in such cases, to delegate and define the duties and powers of such committees; and,
e. Provide for the publication of a journal or newsletter of MDTLA , the selection and compensation of its editor and control of its editorial policy.
f. Set the number of directors that shall sit on the Board of Directors.

2. Qualification: Prior to running for a position on the Executive Board, a member must serve on the Board of Directors for a minimum of two consecutive years.

B. Board of Directors: A Board of Directors [“Directors”] of not less than ten (10) nor more than fourteen (14) members, the number to be determined by the Executive Board, shall be elected to two-year terms. The Directors shall meet on call of the President or a majority of the Executive Board to consider and advise upon such matters as the President or Executive Board may present.

1. Qualification: Prior to running for a position on the Board of Directors, a member must be a dues-paying member for one calendar year prior to the date of the election.  Upon a majority vote of the Executive Board, this requirement may be waived for any member prior to the election.

C. Termination and Removal of Board Members and Officers:

1. Unexcused Absences: Any officer or member of the Board of Directors who has two (2) unexcused absences from meetings of the Board of Directors during the course of a year will be subject to a vote by the combined Board of Directors and Executive Board concerning the relinquishment of his or her position. Upon a 2/3 vote of the combined Board of Directors and Executive Board that officer or member of the Board of Directors will be removed from his or her position.  The vote shall be anonymous.
2. Other Good Cause: Upon a 2/3 vote of the combined Board of Directors and Executive Board, any officer or member of the Board of Directors may be removed from his or her position for failing to perform his or her duties or for other good cause. The vote shall be anonymous.

ARTICLE V

OFFICERS

A. The officers of the MDTLA, which comprise the Executive Board, shall consist of:

1. President;
2. President-Elect;
3. Treasurer;
4. Secretary; and
5. Immediate Past President.

Provided, however, that at the termination of their terms as President and President-Elect, these officers shall automatically and without further election succeed to the offices of Immediate Past President and President, respectively.

B. All officers shall take office immediately upon taking the oath of office at the annual Presidents Ball, or upon any other time as determined by a majority vote of the combined Board of Directors and Executive Board, or a unanimous vote of the Executive Board. Each officer shall hold office for a term of one year and until their successors are elected and take an oath of office.

C. The President: Shall preside at all membership meetings of MDTLA and shall be Chairperson of the Executive Board and be a member thereof the year following his or her term of office. The Chairperson shall perform such other services as are incident to the office and as are from time to time required by the Directors. The President shall represent the MDTLA to the public and other bar groups and have all powers as may be reasonable except as otherwise limited by these By-Laws.

D. The President-Elect: Shall take office as President at the conclusion of the annual meeting following the one-year term as President-Elect. In the event the President is absent or unable to act, the President’s duties shall be performed by the President-Elect. It shall be the duty of the President-Elect to render every assistance and cooperation to the President, to be familiar with all of the activities and affairs of the MDTLA , and perform such other services as are incident to the office and as are, from time to time, required by the Directors.

E. The Treasurer: Shall collect, disburse, and account for all funds of MDTLA , at the direction of the Directors, and shall cooperate with the Directors in matters relating to the fiscal affairs of the organization. The Treasurer shall perform such other services as are incident to the office and as are, from time to time, required by the Directors.

F. The Secretary: Shall keep a record of the proceedings of all membership and/or Directors’ meetings, keep a roll of members, attend to correspondence and issue such notices as may be required by the Articles of Incorporation, the By-Laws or otherwise. The Secretary shall perform such other services as are incident to the office and as are, from time to time, required by the Directors.

G. The Immediate Past President: Shall perform the services incident to the office and perform such other services as are, from time to time, required by the Directors or President.

H. Compensation: All officers shall serve without compensation.

ARTICLE VI
NOMINATIONS AND ELECTIONS

A. Annual Elections: Elections shall he held annually.

B. Nominations: At least thirty (30) days before each annual election, nominations for the Board of Directors, Treasurer, and Secretary shall be made by any active member. Upon motion and seconding of that motion by any members of the Board of Directors or Executive Board, the nominee’s name shall be placed on the ballot.

C. Voting: Voting shall be by ballot. No voting by proxy shall be allowed. The manner of voting shall be determined by a majority vote of the combined Board of Directors and Executive Board. All Regular members are eligible to vote.

ARTICLE VII
VACANCIES

A. In the event of the death, resignation, or incapacity of the President, the President-Elect shall serve as President during the remainder of the term of the office thus vacated, and then shall serve as President for the term for which he or she was elected.

B. Such officers or members of the Board of Directors so appointed shall complete the balance of their predecessor’s term and serve until their successors are duly elected and qualified.

C. Any vacancies created in the Board of Directors will be filled by a majority vote of the combined Board of Directors and Executive Board.

D. Any vacancy on the Executive Board shall be filled by succession. (For example, the Secretary shall take over a vacant Treasurer position; or the Treasurer shall take over a vacant President-Elect position.) A vacancy in the Secretary position shall be filled by a unanimous vote of the Executive Board; if the Executive Board cannot unanimously agree to fill the vacant position, then the position shall be filled by a majority vote of the combined Board of Directors and Executive Board.

ARTICLE VIII
MEETINGS

A. Meetings of the Board of Directors: Meetings may be called by the President on the President’s own initiative at any time, or by written request of at least three (3) officers or five directors; provided notice of the time and place by given the membership of the Board at least three (3) days before the meeting.

B. Quorum:

1. Executive Board: Three (3) members of the Executive Board present shall constitute a quorum, but less may adjourn the meeting to another fixed date without further notice.
2. Board of Directors: Seven (7) members of the combined Board of Directors and Executive Board present shall constitute a quorum, but less may adjourn the meeting to another fixed date without further notice.

C. Parliamentary Rules: All meetings will be conducted under Roberts Rules of Order, where not inconsistent with the By-Laws.

D. Voting: All voting, unless otherwise stated in these By-Laws, shall be by majority vote of the combined Board of Directors and Executive Board. For meetings held in person, a majority vote shall mean a majority vote of the Directors and Officers present at the time of the meeting. For other methods of voting, a majority vote means a majority vote of the full Board of Directors and/or Executive Board.

E. Order of Business: The order of business at all meetings shall be:

1. Roll Call (may be by signed roster);
2. Reading and disposing of any unapproved minutes;

3. Reports of officers and committees;
4. Unfinished business; and
5. New business.

ARTICLE IX
AMENDMENTS

These By-Laws may be amended by a vote and approval of 2/3 or more of the combined Board of Directors and Executive Board.