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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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