These Bylaws ("Bylaws") of Las Vegas Defense Lawyers, Inc., a Nevada non-profit corporation, are made and are effective as of 13th day of February, 2012.
A. The name of the organization shall be "Las Vegas Defense Lawyers, Inc.", (herein, "LVDL" or "organization"). LVDL shall remain at all times a duly organized and authorized Nevada nonprofit corporation.
B. The organization may at its pleasure by a majority vote of the Directors and Members change its name
2. PURPOSES & MISSION STATEMENT
The following are the purposes for which this organization has been organized: The Las Vegas Defense Lawyers is a professional organization of civil defense attorneys who provide counsel to civil litigants. Among the organization's civic goals are: fostering mutual education and the exchange of ideas with fellow defense counsel in the City of Las Vegas and Clark County; providing balanced defense perspectives in matters of civil defense; promoting cooperation and civility among fellow counsel; improving the public perception of civil defense attorneys through service and education to the community; establishing and maintaining standards of professional conduct; and, seeking to benefit the public by giving voice to the defense perspective.
LVDL shall have two (2) categories of membership, Members and Associate Members. In addition, the Board of Directors ("Directors"), by a majority vote, may establish and provide guidelines for an additional category of non-membership to be known as "Sponsors and Affiliates."
(i) A Member must be a lawyer in good standing, licensed to practice law in the State of should practice at least 75% civil defense, or devote 75% of his or her professional time to a defense practice which includes subrogation work.Nevada, who practices primarily civil defense. As a general guideline, a candidate for membership should practice at least 75% civil defense, or devote 75% of his or her professional time to a defense practice which includes subrogation work.
(ii) A candidate for membership must be sponsored by a Member and admission must:be approved by a 2/3 vote of the Directors.
(iii) Members shall be required to pay annual dues as determined by a majority vote of the Directors from time to time. The fiscal year of LVDL is the calendar year. At a minimum, the Directors shall establish an annual membership dues requirement payable on or before the 1st day of February of each year, subject to change from time to time by a majority vote of the Directors.
(iv) Members shall sign a Confidentiality Pledge that nothing learned, discussed or obtained from LVDL will be transmitted or shared with outside individuals or organizations, including plaintiff's bar. Exceptions may be made only with prior approval by majority vote of the Directors.
(v) Members may not seek or obtain personal financial gain from LVDL without full disclosure and prior approval by a 2/3 vote of the Directors. Any interested Director shall abstain from voting on such matter.
B. Associate Members.
(i) Associate Membership is open to non-attorneys, paralegals, claims adjusters and other claims professionals.
(ii) Candidates for associate membership must be sponsored by a Member and admission must be approved by a 2/3 vote of the Directors.
(iii) Associate Members shall be required to pay annual dues as determined by a majority vote of the Directors from time to time. At a minimum, the Directors shall establish an annual associate membership dues requirement payable on or before the 151 day of February of each year, subject to change from time to time by a majority vote of the Directors.
(iv) Associate Members shall sign a Confidentiality Pledge that nothing learned, discussed or obtained from LVDL will be transmitted or shared with outside individuals or organizations, including plaintiffs bar. Exceptions may be made only with prior approval by majority vote of the Directors.
(v) Associate Members may not seek or obtain personal financial gain from LVDL without full disclosure and prior approval by a 2/3 vote of the Directors. Any interested Director shall abstain from voting on such matter.
C. Termination of Membership. Death, resignation, failure to pay dues within thirty (30) days of due date, or disbarment shall automatically terminate membership in LVDL. A terminated Member or Associate Member may not hold office, attend meetings or be entitled to any privileges of membership.
D. Removal of Members. Any removal, expulsion, suspension or termination of any Member, Associate Member or Board Member, other than those automatic terminations specified in Subsection C above, shall be done in good faith and in a fair and reasonable manner. Removal, expulsion, suspension or termination under this Subsection D will be preceded by a hearing before a quorum (majority) of the Directors, or such committee as the Directors may designate, and the decision shall be made by an affirmative vote of 2/3 of the participating Directors. The Member or Associate Member shall be given twenty-one (21) days prior written notice of the proposed removal, expulsion, suspension, or termination, and the reasons therefore. Any Member or Associate Member may be removed, expelled, suspended or their membership terminated for actions or conduct inconsistent with the purposes or Bylaws of L VOL. Any member removed has twenty-one (21) days to submit in writing a request for reconsideration. Such a request for reconsideration is to be put to a vote of the Board. At the hearing, the Member or Associate Member shall be given the opportunity to be heard, orally or in writing. All rulings by the presiding officer (who shall be the President or his/her designee), shall be made in his/her discretion, subject to being overruled by a majority of the Directors present at such hearing. At the close of the hearing, the Directors shall, in closed session, consider whether the Member or Associate Member shall be removed, expelled, suspended or terminated on a vote of 2/3 of the Directors present. Any action challenging the decision of the Directors must be commenced within ninety (90) days after the hearing and at the sole discretion of the Board or President. Membership dues will not be refunded to the Member or Associate Member who is removed under Subsection D.
E. Sponsors and Affiliates. A category of non-membership may be approved and established within guidelines developed from time to time by the Board of Directors, to be known as "Sponsors" or "Affiliates." Sponsors or Affiliates may include "preferred vendors," contributors, law firms, or other third parties or organizations having a financial relationship with LVDL, or participating in endeavors of mutual interest and benefit, but which shall be excluded from eligibility for Associate Membership unless a special exception is made by a 2/3 vote of the Directors. The establishment of different levels of sponsorship or affiliation shall be within the discretion of the Board of Directors, approved by majority vote of the Board of Directors. This category of non-membership affiliation may include, among others: (i) an Advisory or Honorary Board of Directors; (ii) "Preferred Vendors" offering special discounts to Members; (iii) a Nevada Political Action Committee ("DefPac") contemplated to be organized as an affiliate of LVDL to advocate for tort reform and other defense policy initiatives; and (iv) special categories of recognition and honor for contributors, including law firms, to be noted on LVDL's website and in other promotional or informational materials and ventures, with criteria to be based upon levels of contribution, whether in cash or in kind.
A. The annual membership meeting of this organization shall be held on or before April 1, each and every year. All Members and Associate Members shall be entitled to attend the annual membership meeting. The Board of Directors shall be entitled to extend invitations to any Sponsors or Affiliates, or other guests, in its discretion.
B. The Secretary, in coordination Committee Chairs as appropriate, shall cause notice of the meeting to be transmitted to every Member and Associate Member in good standing advising of the time and place of such annual meeting. Notice may be provided by email, facsimile and/or regular mail, as determined by the Directors.
C. Regular meetings of Members and Associate Members shall be held from time to time as determined and noticed by the Directors, no less than twice per year. Such meetings of Members and Associate Members may be held in conjunction with regular meetings of the Board of Directors, or in conjunction with special events sponsored by LVDL
D. The presence of not less than 10% of the Members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these Bylaws and the Secretary shall cause a notice of this re-scheduled meeting to be sent to all those Members and Associate Members who were not present at the meeting originally called. A quorum of Members as herein before set forth shall be required at any adjourned meeting.
E. Special meetings of this organization may be called by the President, with the approval of a majority of the Directors, when he/she deems it for the best interest of the organization. Notices of such special meeting shall be transmitted to all Members and Associate Members at least seven (7) calendar days before the scheduled date set for such special meeting. Such notice shall state the reasons that such special meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of a majority of Directors, or 25% of the Members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least fifteen (15) calendar days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the consent of a majority of all present at such meeting.
A. Voting is a privilege of membership reserved exclusively to Members. At all meetings, except for the election of Directors, all votes shall be by voice. For election of Directors at the annual membership meeting, ballots shall be provided and there shall not appear any place on such ballot, any information that might tend to indicate the person who cast such ballot.
B. At any regular or special meeting, if a majority of Members so require, any question may be voted upon in the manner and style provided for election of Directors. At all votes by ballot the Chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three (3) who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
C. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
D. The Board of Directors shall, by February 1 of each year, give notice to all Members requesting nominations of Members to be placed on the ballot for the position of Director. All nominations for Directors to be placed on the ballot for the annual membership meeting must be received by March 1 of each year. Ballots must be cast in person or by official proxy at the annual membership meeting. Announcement and installation of the newly elected Directors shall take place at the conclusion of the annual membership meeting.
6. ORDER OF BUSINESS
1. Roll Call.
2. Approval of the Minutes of the preceding meeting.
3. Reports of Officers/Treasurer and Secretary
4. Reports of Committees.
5. Old and Unfinished Business.
6. New Business.
7. Election of Directors (at annual membership meeting).
8. Announcement and installation of newly elected Directors (at annual membership meeting).
9. Closing remarks by new Directors (at annual membership meeting).
7. BOARD OF DIRECTORS
A. The business of this organization shall be managed by a Board of Directors consisting of no less than eleven (11) Members, which shall include the President, Vice-President, Secretary and Treasurer. All Directors shall be Members and attorneys licensed and practicing in the State of Nevada, with a primary residence in Clark County, Nevada. Exceptions to this residency requirement can only be made with the approval of 2/3 of the Directors. No more than two (2) Directors from the same law firm will be allowed to serve on the Board at the same time. All Directors shall attend a minimum of 50% of all Board Meetings.
B. The Directors for the ensuing year shall be chosen by the Members at the annual membership meeting of this organization, and they shall serve for a term of two (2) years. Directors can serve only three (3) consecutive terms. The inaugural Board of Directors were the following:
1. Rob Katz 4. Tom Lincoln
2. Ray McKay 5. Tamer Botros
3. Shana Weir 6. Ann Richard
7. Nelson Cohen 11. Eileen Marks
8. Loren Young 12. Michael Nunez
9. Ann Padgett 13. Sarah Suter
10. Marlys McGrew
C. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its Chair after due notice to all the Directors of such meeting.
D. A majority of the Members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly every month, unless otherwise properly scheduled and noticed in advance.
E. Each Director shall have one vote and such voting may not be done by proxy. However, the President or Vice-President may call a special vote by email as necessary.
F. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
G. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
H. The President of the organization by virtue of his/her office shall be Chair of the Board of Directors. ·
I. Immediately following the conclusion and adjournment of the annual membership meeting, the newly elected Board of Directors shall meet and select from their Members a President, VicePresident, Secretary, and Treasurer, who shall serve for the ensuing year. The selection of officers by the Directors shall be by secret ballot, and a majority vote of the Directors shall be required to appoint an officer.
J. A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board shall conduct any such removal and hearing in accordance with Article 3 (D) of these Bylaws.
K. The Board of Directors shall have the power to:
(i) select and remove all officers, agents and employees of LVDL, and prescribe such duties and powers for them as may not be inconsistent with the Bylaws; such rules and regulations therefore as are not inconsistent with the law or these Bylaws;
(ii) conduct, manage and control the affairs and business of L VOL, and make
(iii) to borrow money and use money for the purposes of LVDL; and (iv) to make donations to the public welfare or for charitable, educational, civic, advocacy or similar purposes. The exercise of these general powers by the Board of Directors is not dependent upon approval by the Members of the organization, unless by a majority vote of the Directors, a matter under consideration is resolved to be put to a vote of the Members for authority or ratification.
L. LVDL shall reimburse, indemnify, defend and hold harmless each Director, officer and employee of LVDL from and against all fines, judgments, settlements and expenses or other amounts actually and reasonably incurred in connection therewith of such person which arises in whole or in part by reason of being or having been a Director, officer or employee of LVDL acting in good faith. If such person acted in good faith and in a manner she or he reasonably believed to be in the best interest of LVDL (and, in the case of a criminal proceeding, and no reasonable cause to believe her or his conduct was unlawful), then such right of indemnification shall be to the full extent allowable by law, shall ensure to such person's legal successors and representatives, and shall be in addition to any protection or coverage afforded by LVDL policies of insurance. Expenses incurred in defending any proceeding may be advanced by LVDL prior to the final disposition of a proceeding.
M. LVDL is authorized to purchase insurance for its Directors, officers and employees protecting them against liabilities and expenses described herein, and limitation on the payment of indemnification set forth above shall not apply to the limit of conditions under which any amount of insurance proceeds may be paid to any director, officer or employee.
N. All Directors must be current on their membership dues, actively participate in their assigned committee and attend at least fifty percent (50%) of all regularly scheduled Board meetings.
A. The officers of the organization shall be a President, Vice-President, Secretary and Treasurer that the Directors shall elect from the Board to appoint in their discretion from time to time.
B. The President shall preside at all Board of Directors and membership meetings. The President shall by virtue of the office be Chair of the Board of Directors. The President shall present at each annual meeting of the organization an annual report of the work of the organization. The President, in consultation with the Board of Directors, shall appoint all committees, temporary or permanent, shall see all books, reports and certificates required by law are properly kept or filed, shall be one of the officers who may sign the checks or drafts of the organization, and shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
C. The Vice-President shall in the event of the absence or inability of the President to exercise his/her office, become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president. The Vice-President appointed by the Directors may also have such specific duties as may be assigned by the Directors.
D. The Secretary shall keep the minutes and records of the organization in appropriate books or electronic format. The Secretary shall disseminate the minutes and records of regularly scheduled Board meetings to all Directors within ten (10) business days after the meeting. It shall be the Secretary's duty to file any certificate required by any statute, federal or state, to ive and serve all notices to the members of this organization, to be the official custodian of the records and seal, and may be one of the officers required to sign the checks and drafts of the organization. The Secretary shall present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board any communications which shall be addressed to the Secretary of the organization, and shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
E. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be primarily responsible for such monies or securities of the organization. The Treasurer shall cause to be deposited in a regular federally insured business bank the funds of the organization, and designate such funds as general operating funds or savings and investments. In consultation with the Board of Directors, the Treasurer may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in the State of Nevada. The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of such Board of Directors meeting. The Treasurer shall exercise all duties incident to the office of Treasurer.
F. No officer shall by reason of his/her office shall be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or Director from receiving any compensation from the organization for duties other than as a Director or officer, or for reimbursement of any out-of-pocket costs expended on behalf of LVDL.
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year, unless sooner terminated or subsequently extended by the action of the Board of Directors. The permanent committees shall be: Organization/Structure; Social Media/Website; Funds Development; Media; Education; Finance; Membership; Insurance; Community Service and Advocacy. A committee shall carry out its work and recommendations to the extent and in the manner authorized by the Board of Directors. Unless the resolution creating the committee provides otherwise:
(a) The annual appointment of the committee chairs shall be made by a majority of the members of the Board of Directors.
(b) If a committee chair resigns, dies, or becomes ineligible, the President shall appoint a successor for the unexpired term.
(c) If a committee chair does not participate in the work and/or fails carry out the work of the committee in the manner authorized by the Board of Directors, the committee chair may be removed by majority vote of the Board of Directors and the President may appoint a successor for the unexpired term.
The Organization/Structure Committee shall be responsible for maintaining these Bylaws and to provide the Board of Directors with any proposed changes. The Organization/Structure Committee shall be responsible for all necessary filings with the Nevada Secretary of State including, but not limited to, the filing of the Articles of Incorporation, Resident Agent information, and the Annual List of Officers and Board members.
B. Social Media/Website
The Social Media/Website Committee shall be responsible for maintaining the L VOL web site, and all other internet and social media presence of LVDL. The Social Media/Website Committee shall be responsible to develop, expand and improve the social media space to promote LVDL, disseminate information and facilitate dialogue amongst the Members through various forms of social media.
C. Fund Development
The primary role of the Fund Development Committee shall be to advise the Board of Directors on all matters pertaining to fund development and to oversee and coordinate the ongoing fund development efforts of the LVDL.
The Media Committee shall respond to media requests for information and to develop strategies to assist in promoting the LVDL as an organization and a resource, including, but not limited to, planning and placement of advertising in Nevada state and local publications.
The Education Committee shall organize, coordinate, conduct, and implement continuing legal education activities sponsored or co-sponsored by the LVDL.
The Finance Committee shall prepare a budget for the ensuing year which shall be presented at the March Board meeting of each year. The Vice President and Treasurer shall be members of the Finance Committee. The Finance Committee may review and make recommendations to the Board of Directors for the adoption of the budget or for changes and adjustments in an adopted budget. LVDL moneys shall only be expended in keeping with the budget presented to and adopted by the Board of Directors except when approved by the Board of Directors. LVDL moneys shall only be expended on the presentation of proper documentation. Auditors shall be designated by the Board of Directors who shall audit and examine the books and records of the Board of Directors, and shall certify to the Board of Directors, Regular Members, and Special Members the findings and recommendations. No member of the Board of Directors shall be eligible to discharge the duties of auditor. The compensation of the auditor shall be fixed by the Board of Directors. The Finance Committee shall be responsible for the filing of the LVDL Federal and State tax returns in conformity with all applicable Internal Revenue Codes, Federal Laws and State Laws.
The Membership Committee shall be responsible for maintaining the official membership roster of the LVDL, including updating members' names, email addresses, and mailing addresses. The Membership Committee shall confirm payment of membership dues, advise new members of their approval as members and distribute the official membership roster upon request to the President or other Committees as needed for those Committees to carry out their designated duties. New members shall be advised of the approval of their application within 10 business days of (1) the Board Meeting during which their application was approved or (2) full payment of their membership dues, whichever is later. The Membership Committee shall be responsible for promoting membership growth and retention in the LVDL through development of membership campaigns to be carried out with the assistance of other Committees as appropriate. The Membership Committee shall be responsible for sending membership renewal notices and invoices to all active members at least sixty (60) days prior to the end of each membership year.
The Insurance Committee shall maintain insurance as set forth in Section 7(M). The Insurance Committee shall also review and make recommendations to the Board of Directors regarding the insurance needs of the LVDL
I. Community Service
The Community Service Committee shall create, organize, and fund program/projects that allow the LVDL to contribute to the community.
The Advocacy committee shall advocate and fulfill the LVDL's mission. Advocacy of LVDL's mission may include informing and educating the courts, legislative bodies and bar associations of issues and positions that are important to LVDL's members. If LVDL affiliates a PAC, the advocacy committee will be responsible for overseeing said PAC.
11. EXECUTIVE COMMITTEE
The Board of Directors, in its discretion and by majority vote, may establish an Executive Committee to be composed of the President, Secretary, Treasurer, and two (2) at large Directors. Such committee may take any action which may be delegated by the Board of Directors provided such action is not inconsistent with the Bylaws or a resolution of the Board of Directors.
These Bylaws may be amended by a majority of those Members present at any annual meeting thereof, or at any special meeting called for that purpose, provided such Amendments have previously been approved by a 2/3 vote of the Board.
13. PUBLIC STATEMENTS, ENDORSEMENTS AND ACTIVITIES
No Member or Committee shall make any public statements on behalf of, or in the name of LVDL that contradicts LVDL's mission or contradicts positions or decisions taken by the Board. No Member or committee shall in the name of LVDL, make public statements in support of or opposition to a political candidate, ballot initiative, proposed legislation, or other proposed government action, lobby, provide comment, or testify at legislative hearings in the name of LVDL without the express prior authorization of the Board of Directors or President. No Member or committee shall, in the name of LVDL, endorse products, services, programs or public events without the express prior authorization of the Board of Directors or President.
14. PARLIAMENTARY AUTHORITY
"Roberts Rules of Order, Newly Revised" shall be the parliamentary authority for all matters of substance or procedure not specifically covered in these Bylaws.
IN WITNESS WHEREOF, Las Vegas Defense Lawyers, Inc., a Nevada non-profit Corporation, by and through its duly authorized and undersigned officers below, has executed these Bylaws at Las Vegas, Nevada.
Loren S. Young, President
Michael Ninet - Secretary