1.1 Creation. The International Section (the “Section”) has been established pursuant to the Bylaws of the Utah State Bar (the “Bar”).
1.2 Purpose. The purpose of the Section is to assist its members and all interested members of the Bar:
a. By providing an opportunity and forum for professional interaction, with a focus on the interchange of ideas relating to the area of international law and transactions;
b. By disseminating information and providing academic and educational programs and presentations on topics relating to international law and transactions;
c. By monitoring legal arid political issues relevant to international commerce and disseminating information and making recommendations with respect thereto; and
d. By undertaking such other service and activities as may be determined by the officers or membership of the Section to be appropriate pursuits of the Section and of benefit to Section member; the legal profession and the public.
1.3 Limitations. These Bylaws are subject to applicable Utah law and the Bylaws of the Bar.
1.4 Principal Office. The principal office of the Section shall be maintained in the offices of the Bar.
1.5 Fiscal Year. The fiscal year of the Section shall coincide with that of the Bar.
2.1 Enrollment of Attorney Members. Any member in good standing of the Bar may be enrolled as a member of the Section, subject to the payment of annual Section dues.
2.2 Enrollment of Associate Members. Persons who are not members of the Bar, including law students interested in the study of international law, may be enrolled as associate members of the Section (“Associate Members”), subject to the payment of annual Section dues. It is the policy of this Section to involve Associate Members for the limited purpose of advancing the Section’s objectives as set out in Section 1.2 above As a specific condition for membership in the Section, Associate Members shall take appropriate precautions to ensure that they do not hold themselves out as being members of the Bar, and will follow all guidelines and directives from the Section officers in connection with the implementation of this requirement. Membership as an Associate Member shall be at the absolute and sole discretion of the officers of the Section. Associate Members may not hold office in the Section, but are otherwise entitled to all of the privileges and benefits of Section membership,
2.2 The Membership. Members enrolled as provided in Sections 2.1 and 2.2 hereof shall constitute the membership of the Section (the “Membership”).
2.3 Dues. The annual Section dues are currently $15 per member. Changes in the annual Section dues shall be subject to all requirements and limitations imposed by the Bar, and the approval of the officers of the Section.
3.1 Annual Meeting. The annual meeting of the Section shall be held at a time and place determined by the officers of the Section, on the fourth Thursday in the month of April in each year, or such other date as may be designated by a vote of the Membership or by the officers of the Section.
3.2 Special Meetings. Special meetings of the Membership may be called by any officer at such time and place as such officer may determine to be appropriate.
3.3 Quorum. The members of the Section present at any meeting shall constitute a quorum for the transaction of business.
3.4 Controlling Vote. Action of the Membership shall be by vote of the members present at any meeting of the Section.
3.5 Agenda. At each annual meeting of the Membership, officers shall be elected as provided herein, and other business may be discussed and voted on as determined to be appropriate by the officers or Membership.
3.6 Notice of Meetings. Written, printed, or electronic notice shall be given to the Membership of the Section stating the date, hour and place of each meeting of the Membership, and in the case of all special meetings the purpose or purposes for which the meeting is called. Notice shall be delivered by hand, U.S. mail, facsimile transmittal or e-mail at least five (5) days prior to the date of the meeting to which it relates. If mailed, notice shall be deemed delivered when deposited in the United States mail, addressed to the members of the Section as their addresses appear on the records of the Bar, with postage prepaid, Iffaxed or c-mailed, notice shall be deemed delivered when transmitted by such facsimile or e-mail transmission, to the number or address for such transmissions that appears on the records of the Bar for the members to whom such notice is sent. The Section shall be deemed to have complied with the notice requirements if a Section officer directs the Bar to send such notice to the Section Membership and receives a confirmation from the Bar that notice has been duly given to the Section Membership.
4.1 Powers, The officers of the Section (the “Officers”) shall be vested with the powers and duties necessary for the administration of the affairs of the Section.
4.2 Officers, The Officers shall be the Chair/President, the Chair-Elect/Vice President, the Secretary/Treasurer and such other Officers as may be determined by a vrote of the Membership. The Officers shall be members of the Bar chosen from the Membership.
4.3 Chair/President. The Chair/President shall preside at all meetings of the Membership and Officers. At the end of each year of service, the Chair/President shall formulate and present to the Bar and/or Membership a report of the work of the Section during such year. The Chair/President shall perform such other duties as usually pertain to the office of Chair or President, or as may be designated by a vote of the Membership, or delegated or assigned by the other Officers or by the Bar.
4.4 Chair-Elect/Vice President, In the absence, or upon the request, of the Chair/President, the Chair-Elect/Vice President shall perform the duties of the Chair/President for the period of such absence or request, but not beyond the term of the Chair/President. The Chair-Elect/Vice President shall also perform such other duties as usually pertain to such office, or as may be designated by a ‘rote of the Membership, or delegated or assigned by the other Officers.
4.5 Secretary/Treasurer. The Secretary/Treasurer shall keep a record of the proceedings of meetings of the Membership and Officers, keep the books and records of account of the Section, and be the custodian of the property of the Section. The Secretary/Treasurer shall also perform such other duties as usually pertain to such office, or as may be designated by a vote of the Membership, or delegated or assigned by the other Officers.
4.6 Other Offices. To the extent other offices are established as provided herein, the Officers elected to fill such positions shall have such duties and responsibilities as customarily pertain to such offices, consistent with these Bylaws, and such other duties as may be designated by a vote of the Membership, or delegated or assigned by the other Officers
5.1 Elections. Each year. at the annual meeting of the Section, the Membership shall elect a Secretary/Treasurer, and such other Officers as they may determine, which are not filled as a result of the automatic rotation of Officers as referenced below.
5.2 Automatic Rotation/Succession of Officers. At each annual meeting of the Section, the Chair-Elect/Vice President, if then serving, shall automatically succeed to the office of Chair/President, and the Secretary/Treasurer, if then serving shall automatically succeed to the office of Chair-Elect/Vice-President. The purpose of this provision is to permit those Officers who have committed to serve the Section in various capacities to rotate through the Section leadership, and to provide for continuity in the leadership of the Section. In the event the office of the Chair-Elect/Vice President or Secretary/Treasurer shall be vacant at the time of an annual meeting of the Section, then the office to which such Officer would have succeeded shall be filled by Membership election, in the seine manner as set forth in Section 5.1above.
5.3 Filling of Vacancies. In the event of a vacancy occurring in one of the offices of the Section, whether by the resignation, incapacity, or unavailability of a serving Officer or the creation of a new office, the vacancy may be filled either by a vote of the Members or a vote of the Officers then in office.
5.4 Nominations. At each annual meeting of the Section, and any other meeting of the Section at which officers are to be elected, nominations for the offices to be filled by a vote of the Membership may be made from the floor.
5.5 Voting. All elections shall be by voice vote or written ballot, as the Officers may determine to be appropriate.
5.6 Term of Office. Each Officer’s term of office shall begin with the adjournment of the meeting at which the election or succession to office takes place, and shall end following the next annual meeting of the Section at which a successor Officer is elected and qualified or succeeds to the office.
6.1 Committees. The Section shall have such committees (the “Committees”) as may from time to time be appointed by the Officers to perform such duties and exercise such powers as the officers may determine to be appropriate.
6.2 Committee Chairperson. Each Committee shall have a Chairperson appointed by the Officers. Each Committee Chairperson will regularly report to the Officers.
6.3 Duties ofCommittees. Each Committee shall have the responsibilities which are delegated to it by the Officers, which may include the following:
a. To plan and implement Section projects, including but not limited to Section meetings and continuing legal education seminars;and
b. To analyze issues and make recommendations to the Officers on matters referred to the Committee or on its own initiative.
6.4 Membership of Committees. The Officers may appoint one or more members of the Section toserve on any Committee. Upon request, any member of the Section may be appointed as a member of one or more Committees.
6.5 Duties of Members of Committees. A Section member shall become a member of a Committee with the understanding he or she will devote sufficient time to assist the Chairperson of the Committee in performing the duties of the Committee.
6.6 Meetings. The Committees may act by written, electronic or other communications or correspondence, or at Committee meetings. Section members may. but need not, be given notice of Committee meetings.
7.1 Amendments. These Bylaws may beamended at any meeting of the Section by a majority vote of the members of the Section present and voting, subject to compliance with any applicable rules of, and receipt of any required consent or approval from, the Bar.
The undersigned officer ofthe International Section of the Utah StateBar certifies that the foregoing Bylaws were adopted by vote of the Membership of such Section at a meeting duly held on the 24th day of August, 2000.