BY-LAWS of the
UTAH ASSOCIATION FOR JUSTICE

A Utah Non-Profit Corporation

Revised and adopted August 24, 2016

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ARTICLE ONE

OFFICES

The principal office of the corporation shall be located at 645 South 200 East, Salt Lake City, UT or at such other location designated by the Board of Governors.

 

ARTICLE TWO

PURPOSE AND OBJECTIVES

The Utah Association for Justice is a non-profit corporation organized for the purpose of educating its members and members of the public in the practice, techniques and philosophy of trial law and for any other lawful purpose.

In fulfilling its purpose, the corporation adopts these objectives:

1.       To promote and provide continuing legal education for the trial lawyers of Utah.

2.       To develop and encourage high standards of personal and professional conduct among the trial lawyers of Utah.

3.       To uphold and defend the Constitutions of the United States and of the State of Utah.

4.       To preserve the right to trial by jury.

5.       To advance the cause of those who are injured in person or property and who must therefore seek redress.

6.       To promote the administration of justice for the public good.

 

ARTICLE THREE

MEMBERS

Section 1.  Classes of Members. The corporation shall have the following members:

a.       Regular Members.  Any person licensed to practice law in the state of Utah who in resolving tort claims predominantly represents plaintiffs may be a regular member.

b.       Sustaining Members. A regular member who makes financial contributions in amounts and forms to be established by the Board of Governors may become a sustaining member.

c.       Life Members.  Any member may become a life member upon the approval of the Board of Governors and by paying the dues required for life membership.  To be eligible for life membership, a person must be a regular member in good standing for a consecutive period of no less than five years; have made outstanding contributions to further the goals of the corporation; have attained recognition in the practice of trial law; and be committed to the values upheld by the corporation.  A life member shall have the same rights and privileges as a regular member.

e.       Paralegal Members.  Any person who, through experience or education, is functioning as a paralegal and who assists regular members of the corporation in resolving tort claims may become a paralegal member.

f.        Student Members.  Any person attending law school in the state of Utah may become a student member.

Section 2.  Applications for Membership.  Any person interested in becoming a member of the corporation shall apply in the form and manner prescribed by the Board of Governors.  No application shall be required for renewal of a current membership in good standing.

 

Section 3.  Dues.  Members shall pay annual dues at times and in sums as shall be determined by the Board of Governors for each class of membership.  No refund shall be made because of early termination of an annual membership.

 

Section 4.  Voting and Membership Benefits.  Only regular members (including life and sustaining members) shall have the right to vote on any matter submitted to a vote of the membership. 

 

Section 5.  Refusal, Termination or Suspension of Membership.  The Board of Governors may refuse to accept as a member or may terminate the membership of any person who engages in unethical conduct; whose actions bring discredit upon the corporation; who is the subject of disciplinary action by the bar in any state; who neglects to timely pay dues; or who does not qualify for membership.  Disbarment of any member in any state will automatically terminate his or her membership.  The suspension of any member from the practice of law in Utah will automatically suspend that member’s membership for a like duration.

 

Section 6.   Disemmination of Member Records. The UAJ has had an historical practice of treating and designating membership identity and/or contact information of any member as confidential and proprietary with disclosure of mailing lists to be provided only on a case-by-case basis (and as approved by the Board of Governors), or to sponsors of UAJ events. Any other request(s) for disclosure of membership identity and/or contact information by any third party or parties is and has been expressly prohibited and includes, without limitation, communication/disclosure of any member’s identity, contact information and/or communications made on any listserve(s) of the Association. Any disclosure(s) authorized by the Board of Governors shall be preceded by at least seven (7) days electronic notice to the applicable member(s) setting forth the UAJ intent to disclose his/her identity and/or contact information. The member shall then have the right to prohibit any such disclosure by timely providing written or electronic notification to the UAJ personnel of his/her objection(s) to any disclosure, after which the information shall not be disclosed absent a court order to do so. To clarify, update and ratify the prior practices and policies of the UAJ and effective as of August 1, 2014, confidential or proprietary information regarding the inner workings of the UAJ (including, without limitation, any and all information regarding ListServes, committee membership, etc.) shall not be disclosed absent a court order to do so.

 

ARTICLE FOUR

OFFICERS

Section 1.  Designation of Officers and Duties.  The officers of the corporation shall be:

a.       A President, who shall preside at all meetings of the corporation and Board of Governors and shall direct the corporation with the advice and consent of the Board of Governors.

b.       A President-Elect, who shall perform such duties as may be assigned by the president and shall assume the presidency should the president be deemed unable to function.

c.       A Vice-President, who shall perform such duties as may be assigned by the president.

d.       A Secretary, who shall be responsible for the corporate records and for the minutes of all meetings of the corporation and Board of Governors, and shall perform such other duties as may be assigned by the president.  The Secretary shall be familiar with Robert’s Rules of Order and provide guidance to allow meetings to be run in accordance with those rules.

e.       A Treasurer, who shall account for the funds of the corporation, and who shall perform such other duties as may be assigned by the president.

f.        The offices of secretary and treasurer may, at the discretion of the Board, be combined and held by a single officer.

Section  2.  Nomination and Election of Officers.  The President-Elect shall succeed the President in office without election.  All other offices shall be filled by a majority vote of the members present at a meeting called or designated for that purpose by the Board of Governors.

The nominating committee shall nominate candidates for the offices of President-Elect, Vice-President, Secretary, and Treasurer.  Any eligible member not nominated by the committee may declare himself or herself a candidate for office at any regular meeting of the Board of Governors.

To be eligible for office, a candidate must be a regular member in good standing and must be a member of the Board of Governors serving immediately prior to the election.

Section 3.     Terms and Succession of Officers.      All officers shall serve one year terms commencing at the time set for the annual business meeting held at the annual meeting of The Association.

The Vice President, Secretary and Treasurer may serve consecutive terms.

The Board of Governors may, by a two-thirds vote of all board members (so long as there is a quorum) present at a meeting called for that purpose, remove an officer whenever in its judgment the best interest of The Association would be served thereby.

Failure to maintain good standing as a member of The Association shall automatically disqualify an officer from further service for the remainder of the elected term.

A vacancy in the office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Governors for the unexpired term. A president who does not complete his or her term shall be succeeded immediately by the President-Elect. A President-Elect who succeeds to the unexpired term of a President shall also continue to serve as President for the next regular term of that office.

ARTICLE FIVE

EXECUTIVE DIRECTOR AND STAFF

The Board of Governors may appoint an executive director who shall manage the daily affairs of the corporation under the direction of the board.  Qualifications and pay of the executive director shall be established by the Board of Governors.  The executive director need not be a lawyer or a member of the organization.

The board may authorize the executive director, subject to board approval, to hire and pay such staff persons as deemed advisable.

 

ARTICLE SIX

BOARD OF GOVERNORS

Section 1.  Authority of Board of Governors. The Board of Governors shall be the managing body of the corporation and shall direct its affairs.  Neither the officers nor the executive director shall take action contrary to the express desires of the Board of Governors.

The board shall have authority to appoint such committees as it may deem helpful and may delegate decision making authority by resolution of at least two regular members of the board are appointed to the committee.  A nominating committee comprised of the President, President-Elect and the immediate past-president shall exist to nominate candidates for office, the Board of Governors, the Advisory Board and other positions requiring nomination. The board shall also have authority to organize regional or local affiliate organizations if the board deems it to be advisable in fulfilling the Association's objectives.

Section 2.  Composition of Board.  The Board of Governors shall be composed of as many members as the Board shall deem from time to time to be necessary, but at no time shall have fewer than fifteen regular members.  The Board should have at least one member of the Women’s Caucus appointed each year.  As many ex-officio members  as the officers shall determine to be appropriate may also be appointed to the board in accordance with Section 4, below.

The officers, the immediate past-president, national delegates and national board members of the American Association for Justice shall be regular members of the Board of Governors. Qualifications for other board members may be established by the Board of Governors.

Section 3.     Terms and Successions of Governors. All governors, with the exception of the Women’s Caucus governor (appointed each year), shall serve three (3) years staggered terms commencing at the time set for the annual business meeting at the annual meeting of The Association. One-third of the governors shall stand for re-election annually.  The Women’s Caucus governor appointed each year shall serve for a one-year term.

Section 4.  Appointment, Removal and Vacancies.  All regular appointments to the board shall be nominated by the nominating committee and shall be elected by the members.  Ex-officio members shall be nominated by the President and approved by the board without election.   Board members may be removed by the President prior to expiration of their term with approval of a majority of all members of the board.  Removal may be for any reason which appears in the best interest of the corporation. Interim vacancies on the board shall be filled by the President, with the approval of the Board.

Section 5. Voting of Board Members. All regular members of the Board of Governors, and the Women’s Caucus governor appointed for the one-year term, shall have one vote.  Ex-officio members have a vote only if appointment expressly includes voting rights.

All business of the board except removal of officers shall be conducted by a majority vote of board members present at any meeting of the board, except that no business may be conducted without a quorum of at least forty percent (40%) of regular board members. Members may attend and vote via teleconference, in keeping with such guidelines regarding telephonic participation as the Board shall determine.  Excused members may designate an attending member of the board to act as proxy for voting purposes, such proxy to be recorded in the minutes.

Business may be conducted without a meeting by written consent of board members as provided under Utah Law.

 

ARTICLE SEVEN

ADVISORY BOARD

Section 1.  Power to Create  Advisory Board.  The  Board of Governors  may have the power to appoint  by resolution  an Advisory Board composed  of individuals nominated by the nominating committee and approved  by the board.

Section 2.     Qualifications. Qualifications for Advisory Board members  may be established  by the Board of Governors.

Section 3.    Terms. The  term of each Advisory Board member shall be three years staggered,  commencing at the time set for the annual business meeting  held at the annual meeting  of The Association.

Section 4.  Duties.  The  Advisory Board shall advise and assist the Board of Governors  and its committees and staff from time to time as needed.

Section 5.  Meetings, Voting and Membership Benefits.  Members of the Advisory Board may attend any of the regularly scheduled Board of Governors  meetings,  but shall not vote on matters  brought before it. The Board of Governors  may determine the membership benefits  to be extended  to members of the Advisory Board.

ARTICLE EIGHT

EXECUTIVE COMMITTEE

Executive Committee. There shall be an Executive Committee of the Board of Governors, which shall oversee the management of the Association. The Executive Committee shall direct the affairs of The Association  subject to the policies set by the Board of Governors.

The Executive Committee shall consist of the Officers of The Association including the Immediate Past President.

One of the past or present members of the Board who is also a Woman’s Caucus member shall be appointed by the Executive Committee to serve as an ex-officio member of the Executive Committee each year for a one-year term.  The ex officio member shall not have voting rights, and the Eagle membership requirement may be subsidized.

A Legislative Committee Liaison (ex-officio) shall serve a minimum one-year term.

The  Executive Committee also shall act in place and stead of the Board of Governors  as necessary between  Board of Governors  meetings on all matters, except those specifically reserved to the Board by these Bylaws. Actions of the Executive Committee shall be reported to the Board promptly and at the next Board meeting.

The Executive Committee shall not countermand actions taken by the Board of Governors and will be bound by specific instructions given to it by the Board of Governors.

A majority of the Executive Committee shall constitute a quorum, and actions shall be decided by a majority vote.

The  Executive Committee shall keep minutes  of its meetings  and shall distribute them  to the members of the Board of Governors  after each meeting.

The Executive Committee shall meet upon the call of the President or upon the call of any four members  of the Executive Committee and shall meet regularly during each fiscal year.

ARTICLE NINE

MEETINGS

The Board of Governors and/or the officers may hold regular or special meetings at such times and places as they may establish.  All meetings shall be conducted according to Robert's Rules of Order.

An annual meeting of the corporation's membership shall be held on a date to be set by the Board of Governors. During the annual meeting the President shall present  to the membership the state of the corporation, and the officers and members of the Board of Governors shall be elected.  Notice of the annual meeting shall be sent to the last known business or home address of each member of the corporation at least thirty (30) days prior to the date of the meeting.   For the purposes of voting at the annual meeting, fifty percent (50%) of the number of members registered for the meeting shall constitute a quorum.

 

ARTICLE TEN

FISCAL YEAR

The fiscal year of the corporation shall be established by the Board of Governors. Currently, UAJ’s fiscal year begins on July 1st, and ends on June 30^th.