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Bylaws
ARTICLE VIII
MEMBERS
Section 1. Eligible Members
Any Environmental Law Society is an eligible member of NAELS and may
become a member of NAELS and obtain the rights and responsibilities of
a NAELS Member by paying dues and participating in NAELS.
Section 2. Charter.
The Co-Chairs shall issue charters to each Member. The charters will
be signed by the Co-Chairs and sealed with a NAELS seal. Each Member will
be presented with a copy of the by-laws upon becoming a chartered Member
of NAELS, if not sooner.
Section 3. Dues.
The amount of dues is to be determined by the Governing Board or the
NAELS Members at the Member's Annual Meeting. The Co-Chairs are responsible
for working with the Treasurer to collect and manage dues until an Executive
Director is hired, at which time the collection of dues will become a
duty of the Executive Director. An accurate record of dues payments will
be made available to Members or Directors upon request.
Section 4. Member's Annual Meetings.
(a) An Annual Meeting of Members shall be held for the election of
Governing Board Representatives, Chairpersons, and such other business
as may be properly presented at the meeting. The meeting will be held
in conjunction with the annual NAELS conference. The Conference Host and
the Co-Chairs shall jointly decide the exact time and length of the meeting.
At the opening of every Annual Meeting, the minutes of the last Annual
Meeting must be approved. If no conference is held in a given calendar
year, the Co-Chairs shall call the Member's Annual Meeting at such time
and place as they deem best.
(b) All references to "Annual Meeting" in this
Article refer to the Member's Annual Meeting.
Section 5. Adjournments.
The Annual Meeting need not be one meeting. It can be numerous meetings
as long as those meetings are all held in conjunction with the conference
or are called by the Co-Chairs in years when no conference is held.
Section 6. Choosing the Host of the Conference.
At the Annual Conference, Members who wish to host the next year's
conference shall present bids. At the Member's Annual Meeting, the Members
shall vote upon these bids, deciding by majority vote where the next year's
Annual Conference shall be held. The exact method by which bids are accepted,
processed, and presented will be decided annually in a joint manner by
the Conference Host and the Co-Chairs. The method decided upon shall be
communicated to Members no later than 30 days prior to the conference.
The newly elected Conference Host will be entitled to one-half of the
membership dues collected by NAELS from its Members up to the time when
the Annual Conference is held. Such dues will not be provided to the Conference
Host until the end of the Annual Conference.
Section 7. Notice of Meetings.
All Members, Directors, Staff, and Governing Board Representatives
shall receive notice of the Annual Meeting and Annual Conference at least
60 days prior to such events. In total, notice shall be sent to appropriate
persons (Environmental Law Societies, Deans, Professors, etc.) at a minimum
of 100 law schools. The form of this notice is left to the discretion
of the Co-Chairs and Conference Host. It is strongly urged that this general
notice be sent early in the semester prior to that semester in which the
Annual Conference is held.
Section 8. Quorum.
Quorum shall be achieved at an Annual Meeting if two-thirds of the
Members of NAELS are present at the meeting. If quorum is not achieved,
the Co-Chairs may solicit proxies from non-attending Members. In the absence
of said quorum, and as a last resort, a simple majority of Members present
at the Annual Meeting can pass a resolution requesting a specified reduction
of the aforementioned two-third requirement for quorum.
Section 9. Organization.
Annual Meetings shall be presided over by the Co-Chairs unless the
Co-Chairs choose to delegate this duty. The Co-Chairs shall determine
the agenda of the Annual Meeting, noting any special announcements to
be made or business to be conducted. A member of the Staff shall act as
the recorder of the Annual Meetings. If a Staff person cannot be present,
the Co-Chairs shall appoint a person to act as recorder. The recorder
shall send out minutes of the Annual Meeting to the Members and update
the by-laws.
Section 10. Member Business.
Members who want to submit business to be put on the Annual Meeting
agenda shall do so by submitting said business to the Co-Chairs at least
one week prior to the Annual Meeting. All business so submitted shall
be included in the Annual Meeting agenda, so long as such business is
substantially related to NAELS. If business is submitted less than one
week before the Annual Meeting, it shall be left to the Co-Chairs' discretion
whether to include the business in the agenda.
Section 11. Committees.
The following Governing Board committees must be established by the
Co-Chairs unless and until the Governing Board determines that the committee's
responsibilities can be better fulfilled by the national office: Newsletter;
Outreach and Membership Development; Fundraising; Alumni; and Web Page.
Other Governing Board standing committees can be established whenever
the Co-Chairs deem it necessary or upon request of a majority of the Governing
Board. The Co-Chairs will appoint the chairperson of a committee subject
to approval of the Governing Board. Members for the committee will volunteer
or be requested to join the committee as needed. The chairperson of a
standing committee shall make regular reports of the committee's progress
to the Governing Board. Each chairperson will be responsible for the goal-setting
and execution of goals for the particular standing committee. The Co-Chairs
shall be responsible for seeing that the standing committee meet and execute
its respective goals. The Co-Chairs or a majority of the Governing Board
shall dissolve a committee at the completion of its special task or whenever
it is deemed necessary. Special appointment of a chairperson will be made
by the Co-Chairs if an unexpected vacancy of said chairperson's position
should occur. Potential committees include, but are not limited to: a
financial planning and budget committee; a national office committee;
and a rules committee.
Section 12. Governing Board Executive Committee.
A Governing Board Executive Committee shall consist of the Chairs
of each committee. If there are insufficient committee Chairs to construct
a sufficiently large Governing Board Executive Committee, the Co-Chairs
may, at their discretion, choose non-committee Chair Governing Board Representatives
to sit on the Governing Board Executive Committee. The purpose of the
Governing Board Executive Committee is to advise the Co-Chairs, especially
in regards to the Co-Chairs' service on the Board of Directors.
Section 13. Voting.
Each Member shall have one vote, with no more than one vote per law
school. The use of proxies may be authorized and managed by the Co-Chairs
if necessary. Voting may be accomplished by oral vote, written vote, secret
ballot, or any other method that the Co-Chairs determine to be needed
and equitable. Any Member is entitled to move for a voting method different
from that suggested by the Co-Chairs.
Section 14. List of Members Entitled to Vote.
Environmental Law Societies that have paid NAELS dues in the previous
12-month period are entitled to vote at the Annual Meeting so long as
these dues have been paid subsequent to the last Annual Meeting. At the
outset of the Annual Meeting, a list of those Environmental Law Societies
that have paid NAELS dues during the prior 12 months must be presented.
Section 15. Institutional Representation.
All Members testifying in the name of NAELS must have the prior approval
of the Governing Board. "Testifying" refers to oral representations
made as part of a lawsuit or in front of a legislative body or other representation
of NAELS as an institution.
Articles: I
- II - III - IV
- V - VI - VII
- VIII - IX -
X - XI - XII - XIII
- XIV - XV
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