- Suspension and Termination of Membership
- Dues, Fees and Assessments
- Meetings of Membership, Election of Officers and Directors
- Board of Directors
- Officers and Their Duties
- Executive Director
- Local Associations
- Conduct of Meetings
The name of this Association is FLORIDA DEFENSE Lawyers ASSOCIATION.
The purposes of this Association shall be:
1. To bring together by association, communication and organization, Lawyers of Florida who devote a substantial amount of their professional time to the handling of litigated cases and whose representation in such cases is primarily for the defense;
2. To provide for the exchange among the members of this Association of such information, ideas, techniques of procedure and court rulings relating to handling of litigation as are calculated to enhance the knowledge and improve the skills of defense Lawyers;
3. To elevate the standards of trial practice in Florida and, in conjunction with similar associations in other areas, to develop, establish and secure court adoption of a high code of trial conduct and courtroom manners;
4. To support and work for the improvement of the adversary system of jurisprudence in our courts;
5. To promote improvements in the administration of justice and to increase the quantity and quality of the service and contribution which the legal profession renders to the community, state and nation.
Section 1. In General. This Association shall be the sole judge of the qualifications of a prospective member for membership in this Association, as well as of the continuing qualifications of its individual members
Section 2. Eligibility for Membership.
(a) Members. To be eligible (1) for election to membership in this Association and (2) to continue to hold membership herein, a lawyer (a) must be a member in good standing of The Florida Bar; (b) must be engaged in civil litigation, primarily for the defense; and (c) must have manifested a genuine interest in, or sympathy with, the purposes of this Association as expressed in Article II hereof.
(b) Upon approval of the Board, any member in good standing who retires from the active practice of law may apply to become an emeritus member of the Association. An emeritus member shall be eligible for such reductions in annual dues assessments and other fees as the Board of Directors shall from time to time designate. An emeritus member will not have voting privileges, nor be eligible to hold office or serve on the Board of Directors. An emeritus members presence shall not be counted for establishing any quorum.
(c) Upon recommendation by the President and approval of the Board of Directors, any individual may become an honorary member of the Association. An honorary member will not be responsible for any dues or assessments. An honorary member may not vote or hold office or serve on the Board of Directors. An honorary members presence shall not be counted for establishing any quorum. An honorary members status may be revoked at any time by the Board of Directors without prior notice.
Section 3. Nominations for Membership. Any member of this Association may nominate any eligible lawyer for membership by submitting the nominee's name and qualifications in writing to the Executive Director, who shall promptly inquire into the character and professional standing and qualifications of the nominee. If the Executive Director is satisfied with the nominee's qualifications, the Executive Director shall extend promptly to the nominee an invitation to membership in this Association subject to the provisions of article VII. In the discretion of the Executive Director, any nominee may referred to the Board of Directors for consideration and, in those instances, the Board of Directors shall vote by ballot upon such nomination. Two unfavorable ballots shall be sufficient to reject the nominee. If the ballot is favorable, the Board of Directors shall authorize the Executive Director to extend promptly to the nominee an invitation to membership in this Association.
Section 4. Acceptance and Vesting of Membership. Upon the nominee's acceptance of such invitation to membership, and the payment of the required initiation fee and the annual dues (for one year), such nominee shall be vested with all the rights, privileges and prerogatives of membership in this Association. The nominee's acceptance of membership shall constitute an acknowledgment that the nominee assents to the purposes of this Association and agrees to comply with all of the provisions of these Bylaws.
Section 5. Continuation of Eligibility for Membership. In the event, because of a change in type of practice, or for any other reason, a member's eligibility under these bylaws for membership shall become questionable or cease to exist, such member shall, within a reasonable time, notify the Board of Directors with respect thereto, whereupon the Board of Directors shall determine whether such person shall be eligible for continued membership in this Association.
Suspension and Termination of Membership
Section 1. For Nonpayment of Dues or Assessments.
(a) Any member who shall be in default in payment of annual dues, assessments, or other sums due this Association for a period of six (6) months after the same shall have become due and payable shall be suspended automatically from membership. During the period of suspension, a suspended member shall not be permitted to hold any office in this Association, to attend any meetings, or to exercise any of the privileges of membership. Payment by a suspended member of dues prior to the expiration of twelve (12) months shall have become due and payable shall automatically restore the suspended member to pre-suspension membership status and to all of the rights, privileges and prerogatives thereof.
(b) Any member who shall be in default in payment of any sums due this Association for a period of twelve (12) months after the same shall become due and payable shall be dropped from the membership roll. A member whose membership has been so canceled shall not be entitled to restoration to membership by the mere payment of delinquent and current dues, but may become a member again only upon invitation of the Board of Directors and the payment of the initiation fee and annual dues required by all new members.
Section 2. For other Causes.
(a) Whenever in the judgment of the Board of Directors a member shall cease to possess the eligibility qualifications set forth in Article III hereof, the Board of Directors, by a vote of a majority of the Board, may terminate and cancel such membership; whereupon said member shall be notified of such termination and cancellation in writing, and may within ten (10) days after receipt of such notice request a hearing before the Board of Directors under the circumstances and in the manner provided in Section (b) of this Section 2.
(b) The Board of Directors may, after a hearing, suspend or expel any member for grossly unprofessional or immoral conduct or for any action or conduct grossly inconsistent with, or inimical or injurious to, the purposes of this Association; provided, however, that a copy of the charges made together with written notice of the time and place of hearing thereon by the Board of Directors, shall have been served upon the accused member at least fifteen (15) days prior to said hearing; and, provided, further, that the accused member shall have the full opportunity to be heard in his or her own defense before said Board. A majority vote of the Board of Directors shall be required for suspension, and two-thirds vote shall be required for expulsion. A member suspended shall be automatically reinstated at the expiration of the period of suspension. A member expelled may petition for readmission after the lapse of one (1) year following expulsion and, upon a vote of the Board of Directors and the payment of the required initiation fee and just dues, be admitted to membership.
Dues, Fees and Assessments
Section 1. Individual Membership. Every individual member at the time of admission to membership, shall pay an initiation fee in an amount as established by the Board of Directors at any regular meeting of the Board and the annual dues for the fiscal year of admission to membership, provided, however, that when any single law firm has paid in dues for its members an amount equal to ten times the highest membership class of dues, there will be no initiation fee for additional members and such additional members shall receive a discount of 50% of the dues hereinafter set forth.
Section 2. Annual Dues. The amount of annual dues shall be established at any regular meeting of the Board of Directors and shall become due and payable on or before the first day of January of any fiscal year.
Annual dues shall remain as established as stated herein until changed by the Board at any regular meeting of the Board. Annual dues shall become delinquent on the 1st day of April of any fiscal year.
Section 3. Assessments. The Board shall have authority to levy such assessments from time to time as shall be necessary to meet unusual expenditures or to finance a special project or program in furtherance of the purposes of this Association; provided, however, that any such proposed assessment may be nullified by a majority vote of the members of this Association present and voting at a Special Meeting called for such purpose and held within thirty (30) days after notice of such proposed assessment shall have been given by the Board to the members, and, provided further, that the total assessment during any fiscal year may in no event exceed a sum equal to the annual dues for such fiscal year. Any assessment shall be due and payable ten (10) days after notice thereof is mailed by this Association.
Section 4. Fiscal Year. The fiscal year of this Association shall commence on January lst and end on December 31st.
Meetings of Membership, Election of Officers and Directors
Section 1. General Meeting. The General Meeting of this Association shall be held at such time and place before the expiration of the fiscal year as may be selected by the President. Written notice of the General Meeting and of the time and place thereof shall be mailed by the Secretary to the members at least thirty (30) days in advance of such General Meeting.
The President, either before or at the opening session of the General Meeting, shall appoint a nominating committee consisting of not less than three (3) members of this Association, whose duties shall be the recommending and reporting to the membership of candidates to be elected at such meeting as the Officers of the Association for the coming year and to fill vacancies on the Board of Directors.
A majority vote, of the members present and voting shall be necessary to elect each officer and Director, which election, except for the first, shall be held at the General Meeting.
Section 2. Special Meetings. Special Meetings of the membership may be called by the President, the Executive Committee or the Board of Directors whenever they or any of them deem the same necessary or advisable; and whenever there is delivered to the President or the Secretary a written request for a Special Meeting signed by 10% of members of this Association, it shall be the duty of the President, or in the case of his the President's absence, disability or refusal to act, the duty of the President-Elect to call a Special Meeting. Written notice of the calling of a Special Meeting shall in every case be given to the members by the Secretary or other Officer at least thirty 30) days in advance of the holding thereof. Such notice shall state the object of the Special Meeting and the time and place at which the same shall be held, and no business except that stated in the notice shall be transacted thereat.
Section 3. Quorum. Twenty (20) members shall constitute a quorum at any General or Special Meeting of this Association. A majority of the members present and voting shall be necessary for the adoption of any matter voted upon at such meeting.
Board of Directors
Section 1. Terms and Election. There shall be a Board of Directors which shall consist of two (2) members from each of the five (5) State Appellate Districts as presently constituted, at least (9) nine of whom hall be engaged in private practice and one (1) Young Lawyer member, who may be from any geographic area, and who shall be either the Young Lawyers Chair or that chairs designee. The Directors shall be elected by this Association at the General Meeting for alternating terms of two (2) years each. Nominees for a position on the Board of Directors shall have completed (3) three years as members in good standing of the Florida Defense Lawyers Association, except a nominee for the Young Lawyers seat shall have completed two (2) years as a member in good standing. Vacancies on the Board shall be filled by appointment by the Board of Directors to serve the unexpired term or until a successor is elected at the next General Meeting of this Association for the unexpired term. Directors shall take office immediately following their election.
Section 2. Voting and Quorum. The Board of Directors shall be the Executive Board of this Association and shall have general supervision, management and control of the business, affairs and activities of this Association, subject, however, to the provisions of other Sections of these Bylaws. The Board shall determine its own rules of procedure. Eight (8) members of the board qualified to vote shall constitute a quorum for the transaction of business at the meeting of the Board.
The President, President-Elect, Secretary-Treasurer and immediate Past President, shall be members of the Board of Directors and shall be entitled to vote with the Board of Directors at all Regular and Special Meetings thereof. The President shall have the authority to appoint any member as an ex-officio member of the Board of Directors. Any member so appointed shall not have voting privileges and shall serve only for the duration of that President's term.
Section 3. Meetings. Regular Meetings of the Board shall be held at such times the Board by resolution shall determine.
Special Meetings of the Board may be held from time to time, whenever called by the President or any six (6) members of the board. Notice of the calling of a Special Meeting of the Board shall in every case be given by an oral or written announcement thereof at the last Regular Meeting of the Board preceding the holding of the Special Meeting so called or by written notice mailed by the Secretary to each member of the Board at least five (5) days in advance of the holding of such meeting.
Section 4. Powers and Authority. The authority of the Board of Directors shall extend to, and include, the following powers and authority:
(a) to establish the annual dues of members;
(b) to levy special assessments on the members to provide for unusual expenditures or to finance a special project or program in furtherance of the purposes of this Association, but any such levy shall be subject to vote of the members of this Association as provided in Section 3 of Article V hereof;
(c) to appoint officers to fill any vacancies which may occur in any elective office or in the Board of Directors by reason of the death or resignation of the incumbent thereof, and any officer or director so appointed to, fill any such vacancy shall serve until the end of the unexpired term of such office;
(d) to hire an Executive Director or such other employee or employees as the Board deems necessary to conduct the work of this Association, none of whom need be members of this Association, and to fix the duties and compensation of any such person. The Executive Director shall serve at the pleasure of the Board;
(e) in the interval between meetings of this Association to do all acts and perform all functions which this Association itself might do or perform, except that the Board shall have no power to amend these Bylaws.
Section 5. Officers. The President shall Chair the Board. In the President's absence, the President-Elect, in the absence of both, the immediate Past-President, and in the absence of all three, a member of the Board selected by the Board, shall act as such Chair.
Section 6. Directors. Each director shall serve without compensation, but, by action of the Board of Directors, may be reimbursed for actual and necessary expenses incurred while engaged in the business of this Association.
Section 7. Executive Committee. There shall be an Executive Committee which shall consist of the President, President-Elect and Secretary-Treasurer. The Executive Committee shall have and exercise such of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors.
Officers and Their Duties
Section 1. Officers. The Officers of this Association shall be a President, President-Elect, Secretary and Treasurer. The same person shall hold the offices of Secretary and Treasurer. Only members of this Association engaged in the private practice of law may hold office. Officers shall serve without compensation but, by action of the Board of Directors, may be reimbursed for their actual and necessary expenses incurred while engaged in the business of this Association. The Board may provide an honorarium to the person that holds the, positions of Secretary and Treasurer not to exceed the amount of that member's annual dues.
Section 2. Election. Officers shall be elected by this Association at the General Meeting, shall take office immediately following their election and shall serve for a period of one (1) year and until their successors are installed.
Section 3. Duties. The duties of the officers shall be as follows:
PRESIDENT. The President shall preside at all meetings of this Association and of the Board of Directors. The President shall be the chief executive officer of this Association and shall exercise such executive and appointive powers as the Bylaws, parliamentary usage and custom dictate or as may be imposed by the Board of Directors. The President shall be an ex officio member of all committees. No member shall serve consecutive terms as President.
PRESIDENT-ELECT. The President-Elect shall assist the President in all matters as determined or so designated by the President. The President-Elect shall exercise all the powers of the President if, for any reason, the President is unable to do so. The President-Elect shall succeed to the office of President at the next General Meeting.
SECRETARY. The Secretary shall keep minutes of all the proceedings of the members and Board of Directors, and shall maintain a record of the notices and addresses of the members of this Association. The Secretary shall serve as an ex officio member of all committees without power to vote. The Secretary shall prepare and send to the members of this Association notices of any and all Special Meetings of this Association and such other notices as may be required by these Bylaws or as may be directed by this Association, its President or the Board of Directors. The Secretary shall perform all the duties ordinarily required of, or customarily performed by, a Secretary, and such other duties as he President of the Board may direct. The Board of Directors or the Executive Committee may delegate to the Executive Director of this Association such of the duties of the Secretary as set forth herein, as they shall deem appropriate from time to time.
TREASURER. The Treasurer shall collect and receive all fees, dues and assessments from the members of this Association and all monies due and payable to this Association from any source. The Treasurer shall make disbursements of monies and funds in his or her possession or control only in accordance with orders of the Board of Directors. The Treasurer shall make and preserve proper books of account and keep an accurate account of the finances of this Association, including a detailed record of all receipts and disbursements. At the request of the President or the Board of Directors the Treasurer shall surrender the books of account for examination by the President or the Board or for auditing by an auditor selected by the Board. The Board of Directors or the Executive Committee may delegate to the Executive Director of this Association such of the duties of the Treasurer as set forth herein as they shall deem appropriate from time to time.
Section 1. Employment. The Executive Director shall be hired by the Board of Directors to conduct the work of this Association. The Board of Directors shall fix the duties and compensation of the Executive Director who is not required to be a member of this Association. The Executive Director shall serve at the pleasure of the Board of Directors, and a majority vote of the entire Board of Directors is necessary for any matter dealing with the Executive Director or this position.
Section 2. Duties of the Executive Director. The duties of the Executive Director shall be to conduct the day-to-day business of this Association pursuant to the direction of this Association, its President, or the Board of Directors. The Executive Director shall maintain an office for the transaction of the business of this Association at such place as may be directed by the President, or the Board of Directors, at this Association's expense. The Executive Director shall maintain the membership roll and the bank accounts of this Association under the control and direction of the Treasurer. The Executive Director shall furnish to the Association a fidelity bond in the amount of $50,000.00, the cost of which shall be borne by the Association. The Executive Director shall have the authority to bind the Association to any contract or agreement only with the prior written consent of the President or the Board of Directors. The Executive Director shall perform such lawful duties as may be directed from time to time by the President, the Executive Committee or the Board of Directors.
The Board of Directors is authorized to approve and institute agreements for affiliation with and financial support of local defense Associations within the State under such terms as are approved by the Board of Directors and approved by the general membership at any general Meeting of this Association, at which there is a quorum, by a two-thirds vote of the members present and voting.
These Bylaws may be amended at any General Meeting of this Association, at which there is a quorum, by a two-thirds vote of the members present and voting; provided, however, that a copy of such proposed amendment has been submitted in writing to the Secretary, who shall present the same to the Board of Directors for its consideration and recommendations prior to the session of the General Meeting at which the proposed change is to be voted upon by the membership.
Conduct of Meetings
Conduct of all meetings shall be governed by the provisions of Robert's Rules of Order to the extent that they are not inconsistent with these Bylaws.
These Bylaws were originally passed and adopted on the 15th day of April, 1967, and they have been amended from time to time since that date.