The principal office of the Corporation in the State of Florida shall be in the City of West Palm Beach, County of Palm Beach. The Corporation may have other offices, either within or without the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Section 1. Admission and Membership. Members of the Corporation shall consist of regular, affiliate, paralegal, and law student members. All applications for membership shall comply with these Bylaws and the Articles of Incorporation and shall be subject to approval by the Board of Directors.

Section 2. Membership Classification. Members of the Corporation shall be defined and classified as follows:
A. Regular members shall consist of attorneys and judges who are members in good standing of the Florida Bar.
B. Affiliate members shall consist of attorneys and judges who are members in good standing in other U.S. States, districts, and territories, and retired attorneys or judges, who were in good standing immediately prior to retirement.
C. Paralegal members shall consist of paralegals who have been designated by The Florida Bar as Florida Registered Paralegals (FRP).
D. Law student members (LSM) shall consist of law students currently attending an accredited law school in the U.S. or U.S. district or territories.

Section 3. Voting Rights and Privileges. Each regular member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Affiliate, paralegal, and law student members shall not be permitted to vote, nor shall they be entitled to hold office.

Section 4. Suspension, Expulsion, and Removal of Members. Any member who is suspended or disbarred by The Florida Bar or the Bar of any other state, district, or territory shall be automatically suspended or expelled from membership in the Corporation. Further, any member of the Corporation may be suspended or expelled from membership for nonpayment of dues as prescribed in Article III of these bylaws.

Section 5. Resignation. Any member may resign by sending a written resignation to the Executive Director of the Corporation, but such resignation shall not relieve the regular, affiliate, paralegal, or law student member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6. No Vested Interest. No regular, affiliate, paralegal, or law student member of the Corporation shall have any vested right, interest or privilege of, in or to the assets or property of the Corporation or any right, interest or privilege which may be transferable or inheritable or which shall continue if his or her membership ceases.

Section 7. Young Lawyers Section and North County Section. The Young Lawyers and North County Sections shall be affiliate sections of the Corporation. Said affiliates shall have their own membership roll, dues, bylaws, and board of directors. Members of either section must be members of the Corporation to qualify for membership to said sections.

Section 1. Annual Dues. The fiscal year of the Corporation shall be from July 1 to June 30. Annual dues for each year are due on or before July 1. An additional late charge, as assessed by the Board of Directors, will attach to any dues paid after September 1 of the year to which applicable. Such amounts shall be set by the Directors of the Corporation each fiscal year.

Section 2. Delinquencies. The Treasurer, in consultation with the Executive Director, shall begin reporting any dues delinquency to the Board of Directors on and after September 1 of each year. The Board of Directors may, after due notice and in its discretion, thereafter, suspend or expel the name of any member who has not paid annual dues.

Section 3. Dues Deductions from Young Lawyers Section. The Corporation shall cause to be deducted thirty-five percent (35%) of the dues collected from members of the Corporation for membership in the Young Lawyers Section of the Corporation (“YLS Dues Deduction”). The YLS Dues Deduction shall be used at the discretion of the Corporation.

Section 4. Dues Deductions from North County Section. The Corporation shall cause to be deducted thirty-five percent (35%) of the dues collected from members of the Corporation for membership in the North County Section of the Corporation (“NCS Dues Deduction”). The NCS Dues Deduction shall be used at the discretion of the Corporation.

Section 1. Corporation Regular Meeting. There shall be one regular meeting of the Corporation each quarter of the fiscal year at such time and place as may be determined by the Board of Directors. Special meetings of the Corporation may be called from time to time by a vote of the majority of the Board of Directors to be held at such time and place as may be designated by them. At the written request of five percent (5%) of the members of the Corporation, it shall call special meetings of the Corporation to be held at such time and place as the President shall designate. The Secretary shall give members at least five (5) days’ notice, by mail regular or electronic mail, of the time and place of each special meeting and each regular meeting. Such notice may be provided to the members by the Palm Beach County Bar Bulletin. 

Section 2. Annual Meeting. Unless the Board of Directors shall for good cause at least sixty (60) days prior thereto, determine otherwise, the regular quarterly meeting of the Corporation in May shall be the annual meeting of the Corporation for the announcement of President-elect and Directors, and for such other business as would appropriately be transacted at such annual meeting.

Section 3. Quorum. The members of the Corporation present at any regular or any specially called meeting of the Corporation shall constitute a quorum of the Corporation to transact any business thereof.

Section 1. General Powers. All affairs of the Corporation shall be managed by the Board of Directors.

Section 2. Composition and Election of Board of Directors

• A. Number, Tenure, and Qualifications. The Board of Directors shall be comprised of the President, President-Elect, eight (8) Directors elected at large by the membership (“Directors”), President of the Young Lawyers Section, President of the North County Section, and Immediate Past President of the Corporation, all of whom shall be voting members of the Board of Directors. Four (4) of the Directors shall be elected each year in the manner provided by these Bylaws and shall serve a two (2) year term, commencing with their installation at the Corporation’s Annual Installation Meeting and continuing until their successors have been duly elected and installed in office. The election of Directors shall be staggered so that four (4) of the eight (8) Directors are elected every year for a two (2) year term. No Director shall serve more than three (3) two-year consecutive terms or seven (7) consecutive years, whichever is greater. A former Director may again serve as a director following the expiration of two (2) years after his or her last serving as Director, regardless of whether that Director’s service is terminated voluntarily or as a result of not being re-elected. All Directors must be members of the Corporation.

• B. Election of Directors. Each year, an election will be held for the election of the President-elect and four (4) of the eight (8) Directors of the Corporation, in accordance with these bylaws and the elections procedures set forth in Article XIII. The following shall apply:
  • 1. Candidates for the Director positions must submit a completed nominating petition, on a form originally prepared by the Corporation, to the offices of the Corporation, no later than Seventy-Five (75) days before the date of the scheduled election meeting.
  • 2. If the same or fewer number of persons are nominated for the Director vacancies, then no formal ballot shall be required, and the candidates shall be automatically elected to the positions. If less than all the seats are filled, the Board of Directors shall fill any such vacancies by application and appointment.
  • 3. If more than the requisite number of persons are nominated for any Director office, an election by ballot shall be conducted. All votes in the election shall be cast by secret ballot, utilizing an electronic or paper ballot format, to be determined by the Board of Directors. If the number of votes cast on a completed ballot exceeds the number of open seats, said ballot(s) shall be deemed disqualified and shall not be considered in tabulating the votes that have been cast. The four (4) nominees receiving the highest number of votes are deemed elected and shall each receive one of the four available seats. Should there be a tie for the Director seat that receives the lowest number of votes, a runoff shall be held within 30 days of the initial election.
  • 4. Should there be a 1-year term for a Director seat in the election cycle and an election occurs, the elected Director candidate with the lowest number of votes shall receive the 1-year term seat. If an election is not required and there is a 1-year seat, then a candidate may volunteer to hold the 1-year term. In said instance, if a candidate does not volunteer for the 1-year seat, then an election must occur and the candidate with the lowest votes shall receive the 1-year seat.
  • 5. A candidate may run for only one elected seat on one board (or its Affiliates – Young Lawyers Section or the North County Section) during any election year. Further, a person may serve in only one elected seat on one Board (or its Affiliates) at any time, except persons serving as a past president for one of the Corporation’s Affiliates.
  • 6. Any member who holds a current office or seat in the Palm Beach County Bar Association or its affiliates and who files a valid petition seeking any seat in the Association or its affiliates shall be deemed to resign their current seat effective upon the annual installation of new officers and directors that year.

• C. Board Appointment if no Candidates for Election/Vacancy During Term. In the event that a vacancy on the Board of Directors is the position through either no qualified member seeking to become a Director or a current Director vacating his or her seat, the Board of Directors shall promptly cause to be issued a notice to the membership that a vacancy exists on the Corporation’s Board of Directors and for thirty (30) days shall solicit and accept applications from members for appointment to a position of Director (“the Application Period”). The Board shall endeavor to obtain at least three (3) applications for the vacant Director position and may reasonably extend the Application Period if necessary for the purpose of obtaining additional applications. The Board shall make every effort to encourage diverse candidates to seek a Director position during the Application Period. At the first regularly scheduled meeting of the Board of Directors that follows the conclusion of the Application Period, the Board shall discuss and vote upon (by simple majority vote) the appointment of a qualified candidate for Director (“the Appointee”). The Board shall make every reasonable effort to appoint a qualified, diverse applicant to be the Appointee. Said Appointee Director shall serve the remainder of the term of the seat for which he or she was appointed. Unless expressly stated differently here, the rules and limitations of this Section apply to the Appointee.

Section 3. Regular Board of Director Meetings. Regular meetings of the Board of Directors shall be held each month unless determined otherwise by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any two (2) members of the Board. The person or persons authorized to call special meetings of the Board may fix any place within the City of West Palm Beach as the place for holding such special meetings of the Board called by them.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail or electronic mail to each Director at his or her business address as shown by the records of the Corporation. If notice is given by mail, such notice shall be deemed delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic mail, such notice shall be deemed delivered when the electronic message is transmitted without error. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting, notwithstanding the fact that the Director may attend the meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened. Business to be transacted at the meeting need not be specified in the Notice or Waiver of Notice of such meeting unless specifically required by law or these Bylaws.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors is present at the meeting, the majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Voting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these Bylaws.

Section 8. Ex-officio Members. The members of the Board of Governors of The Florida Bar for the 15th Judicial Circuit and the President of the South Palm Beach County Bar Association shall be ex-officio members of the Board of Directors, who may attend and participate at such meetings but without vote. No ex-officio member shall be precluded from serving as an elected member of the Board of Directors or an officer.

Section 1. Composition and Election of Officers

• A. Officers. The officers of the Corporation shall be a President, and President-Elect, as elected by the membership of the Corporation according to these Bylaws, as well as Secretary and Treasurer. The President and President-Elect shall each serve a one (1) year term in their respective capacities, commencing with their installation at the Corporation Annual Installation Meeting and continuing until their respective successors have been duly elected and installed. Upon the expiration of such one (1) year term, the President-Elect shall succeed to the office of President without further election. If a President shall fail to serve his or her full term, the President-Elect shall immediately succeed to the office of President upon it becoming vacant and shall serve the balance of the term. No person shall serve consecutive terms as President; however, a President-Elect who has served as President, by virtue of having filled a vacancy with less than six (6) months of the unexpired term remaining, shall be allowed to remain in office for completion of his or her duly elected term as President. The President and President-Elect shall be members of the Corporation. The Board of Directors shall vote on the Secretary and Treasurer at the first Board of Directors meeting of the fiscal year, each may serve no more than two (2) consecutive terms.

• B. Election of Officers. Each year, an election will be held for the election of President-elect of the Corporation according to these bylaws and elections procedures as set forth in Article XIII. Candidates for the office of President-Elect must submit a completed nominating petition on a form originally prepared by the Corporation, to the office of the Corporation no later than ninety (90) days before the date of the scheduled election meeting. If only one (1) person shall be nominated for the office of President-Elect, no balloting shall be required for the election of such officer and such person shall be declared duly elected. If more than one person shall be nominated for the office of President-Elect, a contested election shall be conducted. All votes in the contested election shall be cast by completed ballots, utilizing forms prepared by the Corporation. For the election of President-Elect, completed ballots will be qualified only if a completed ballot casts no more than one (1) vote for the office of President-Elect. If the number of votes cast in a completed ballot exceeds one (1), the ballots shall be deemed disqualified and shall not be considered in tabulating the votes that shall have been cast. For the office of President-Elect, the nominee receiving the majority of votes cast shall be declared elected. If two (2) or more nominees for the office of President-Elect shall receive an equal vote, a runoff shall be held immediately thereafter at the election meeting. If a person is an elected officer of the Corporation, that person may not at the same time be one of the eight (8) Directors of the Corporation.

Section 2. Restrictions. No person shall be eligible to hold office of President of the Corporation for two (2) consecutive terms except that if a President shall fail to serve his or her full term as set forth in Section 1 above, and the President-Elect shall assume the office of President in the absence of the President, the President-Elect shall nevertheless be eligible to serve as President during the next succeeding year.

Section 3. Vacancies. In the event of the death, resignation, or disqualification of the President, the President-Elect shall serve as President during the remainder of the term of office thus vacated and then shall serve as President for the term for which the President-Elect was elected pursuant to Section 1 above. Any other vacancy in office because of death, resignation, disqualification or otherwise may be filled in the manner determined by the Board of Directors, but only for the unexpired portion of the term in which the vacancy occurred.

Section 4. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control the business affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign any contract or other instrument that the Board of Directors has authorized to be executed, except in cases where the execution thereof shall be authorized to be executed otherwise. The President in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. President-Elect. In the absence of the President or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He The President-Elect shall familiarize himself or herself with all activities and affairs of the Corporation and shall have such other duties as may be assigned to him or her by the President or Board of Directors.

Section 6. Secretary. The Secretary shall be in charge of the records of the association, except financial records, and records the minutes of the Corporation meetings, shall send notices to the members of the Corporation, and perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the President or Board of Directors. Any duty of the Secretary may be delegated to the Executive Director at the Board of Directors’ discretion.

Section 7. Treasurer. The treasurer shall maintain the financial records of the Corporation and shall have charge of the financial affairs of the Corporation, to include: the collection of membership dues, receipt of all monies, and disbursements. The Treasurer shall have authority to deposit such money in the name of the Corporation in such banks, trust companies, or other depositories to the appropriate accounts. The Treasurer, if this responsibility is delegated, the Executive Director, shall cause the accounts of the Corporation to be audited in line with Corporation’s policies and shall submit financial reports to the Board of Directors on a monthly basis. Any duty of the Treasurer may be delegated to the Executive Director at the Board of Directors’ discretion.

Section 8. Delegation. All policy making authority and authority provided in the Bylaws, related to the Corporation, shall be vested in the Board of Directors. The Board of Directors may delegate and retain the services of an Executive Director and/or other paid employees to manage the daily affairs of the Corporation. The Executive Director shall be responsible to the Board of Directors for the administration of all Corporation administrative affairs and all other duties as may be assigned by the Board of Directors.

Section 1. Committees. The President, with the advice of the Board of Directors, shall create from time to time such committees as he the President may deem advisable and necessary to carry out the purpose of the Corporation. He shall define the powers, duties, functions and scope of each committee.

Section 2. Committee Quorums. A majority of the respective committees shall be a working quorum with full power to report the action of their respective committees to the Corporation.

Section 3. Duties. The committee shall, in addition to such duties as may be prescribed by the Bylaws or delegated directly by the Corporation, form and carry out in Palm Beach County the duties prescribed for corresponding committees of The Florida Bar. Such committees shall at all times coordinate their work to the fullest extent possible in cooperation with the corresponding committees of The Florida Bar.

Section 4. Term of Office. Committee members shall be appointed by the President upon application by the members setting forth the willingness of such member to serve. Each member of a committee shall continue as such until the following June 30, or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee or unless such member shall cease to qualify as a member of the Corporation.

Section 5. Chair. The President shall appoint one member of each committee as Chair and, at the President’s discretion, one member as Co-Chair. Vacancies in Chair or Co-Chair shall be filled by the President.

Section 6. Standing Committee for Diversity and Inclusion. This section shall establish a standing committee to be known as the Committee for Diversity and Inclusion (CDI). Each year, the President shall appoint a member of the Corporation’s Board of Directors to serve as the Chair or as a Co-Chair of the CDI. The board member appointed as Chair or Co-Chair of the CDI shall report on the activities of the CDI at the Board’s monthly meetings. The chair(s) of the CDI shall, to the extent practicable, work in coordination with any Florida Bar committee(s) tasked with promoting diversity and inclusion. The mission of the CDI is to promote and facilitate the growth of diversity and inclusion in the local legal community through education, community involvement, and social engagement with and between people of varying race, color, religion, sexual orientation, gender identity, gender expression, ethnicity, national origin, age, and mental and physical disability.

The Board of Directors shall, from time to time, at its discretion as deemed necessary, establish policies for the benefit of the Corporation. Such policies shall have the same force and effect as if they were made a part of the Bylaws, and such policies shall be duly incorporated by reference to these Bylaws. At the time of the approval of the Bylaws, the policies so approved by the Board of Directors are incorporated herein. 

Additionally, the Board may, in its discretion, make statements on behalf of the Corporation in response to events that affect the Corporation’s members or for which the membership may benefit from a statement. Any such statement shall be in the form of a letter from the President of the Corporation and shall be circulated at the discretion of the Board of Directors. The language of any such statement shall be measured and non-partisan and must be approved by a majority vote of the Board of Directors.

Section 1. Section Authority. The Board of Directors shall, from time to time, at its discretion and as deemed necessary, authorize the creation of sections of the Corporation. Such sections shall have the authority to elect their own officers and charge dues in addition to those dues prescribed by ARTICLE III of these Bylaws, all of which shall be approved by the Board of Directors of the Corporation.

Section 2. Section Quorum. A majority of the elected officers of a section shall constitute a quorum for the transaction of business and a meeting of the section.

Section 3. Section Voting. The act of a majority of the elected officers present at a meeting at which there is a quorum shall be the act of the section.

Words of any gender used in these Bylaws shall be held and construed to include any other gender, and words in the singular shall be held to include the plural, unless the context otherwise requires.

The parliamentary rules prescribed in and by “Roberts’ Rules of Order”, the latest available edition, shall govern the conduct of the meetings of this Corporation.

These Bylaws may be adopted or amended by a two-thirds (2/3) vote of all members present at any regular meeting of the Corporation or in a special meeting called for that purpose, provided notice in writing of the proposed amendment(s) has been submitted to each member at least three (3) days prior to said meeting. These Bylaws may also be adopted or amended without notice by three-fourths (3/4) vote of the members present at any regular meeting of the Corporation.

Section 1. Ballots. Voting shall be conducted either electronically or by secret ballot and the requirement of secret ballot may not be waived except by amendment of these Bylaws.
When Corporation staff receives a mailed ballot, they shall delete the member’s name reflected on the outside envelope from the voting list and remove the outer envelope which identifies the member. Corporation staff shall not open the inner ballot envelope. All ballots must be received at the Corporation office no later than 4:00 p.m. on April 15, or the next following business day (if April 15 falls on a Saturday, Sunday or a holiday), otherwise they will not be counted. Any ballots received without the outer envelope with the member’s information on the outside sufficiently legible to identify the member shall not be counted. Any ballots received wherein the inner envelope is not sealed shall not be counted.

Section 2. Ballot Tabulation. The ballots shall be tabulated in accordance with the standing policies of the Board of Directors of the Corporation pursuant to Article VIII of these Bylaws, which policies shall be available to the candidates. Candidates for office may not assist in the counting and tabulation of ballots, but may, if they wish to do so, attend the ballot tabulation. Notwithstanding the foregoing, the Board of Directors, in its discretion, may authorize a company with experience in the field (“Ballot Tabulation Co.”) to tabulate the ballots. If a Ballot Tabulation Company is appointed to count the votes, the ballots shall be tabulated under conditions deemed reasonable by the Ballot Tabulation Company. The results of the voting shall be announced as soon as practicable.

Section 3. Elections. The candidate receiving a majority of the votes cast for the vacant President-Elect office shall be elected to such office. The candidate(s) receiving the highest number of votes cast for the vacant Director position(s) shall be elected to the position of Director.

Section 4. Tie Vote. If no candidate for the President-Elect position receives a majority, there shall be a runoff election between the candidates receiving the highest number of votes for that office. If there is a tie vote for the position, there shall be a runoff election between the candidates who have an equal number of votes for the position.

The ballots for the runoff shall be mailed within seven days from the first Ballot Tabulation Day and the voted ballots shall be received at the Corporation office prior to 4:00 p.m. on April 30. The ballots shall be counted, and the results certified as provided for in the first election. If the results still fail to qualify a candidate as elected, the deadlocked candidates shall decide who is elected by drawing lots under the supervision of the President.

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Approved and adopted by the General Body on May 5, 2023.