ARTICLE I
NAME AND GEOGRAPHIC AREA

Section 1:  The name of this organization is the GARDEN STATE BAR ASSOCIATION, INC. (“Garden State Bar Association” or “Association”).  It is an affiliate member of the National Bar Association, Inc.  The name of the organization and the phrase “Affiliate of the National Bar Association” shall be carried on the letterhead and on all official documents of the organization.

The geographical area served is the State of New Jersey.

Section 2:  The principal office of the Association for the purpose of the transaction of business shall be at such places as the Board may from time to time appoint.

ARTICLE II
PURPOSE

Section 1:  The purpose of the GARDEN STATE BAR ASSOCIATION shall be to assist African-Americans and other ethnic minorities in becoming an effective part of the judicial and legal systems.  The GARDEN STATE BAR ASSOCIATION shall advance the science of jurisprudence, improve the administration of justice, support initiatives designed to improve economic condition of all individuals, and work to eliminate discrimination and inequality based on racial, ethnic or sexual considerations.  The GARDEN STATE BAR ASSOCIATION shall establish programs and projects to pursue, support and facilitate the implementation of these purposes.

Section 2:  Notwithstanding any other provision hereof, the GARDEN STATE BAR ASSOCIATION shall not conduct or carry out any activities not permitted to be conducted or carried out by an organization existing under Section 501(c)(3) of the Internal Revenue Code and shall comply with all pertinent sections of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE III
AFFILIATION

The GARDEN STATE BAR ASSOCIATION, as an affiliate of the National Bar Association, Inc. shall meet the responsibilities of an affiliate as set forth in the Constitution and By-Laws of the National Bar Association.

ARTICLE IV
MEMBERSHIP

Section 1:  Qualifications - Any person subscribing to the goals of the GARDEN STATE BAR ASSOCIATION may become a member by paying the designated annual dues.  The amount of such dues shall be fixed by the Board of Directors from time to time.  All dues shall be payable by September 1 of the current fiscal year.  For renewing members, if dues are not paid by October 1 of the current fiscal year, thereafter a late fee of ten ($10.00) dollars shall be added to the membership dues.  Only dues paying members may exercise the rights and/or privileges of membership within that fiscal year.  A member is entitled to participate in the Annual Meeting of members and special membership meetings and has the privilege of voting in said meetings if the type of membership they hold has voting privileges.

Section 2:  A membership card or certificate bearing the name of the member may be given to each member upon the payment of dues.  A member may be requested to present this card to be entitled to vote in voting membership meetings if the type of membership they hold has voting privileges.

Section 3:  Regular Member - Any person admitted to the practice of law by the Supreme Court of New Jersey and in good standing shall be eligible for a regular membership upon payment of Association dues and the continued adherence to the objectives of this Association in conformity with the Constitution and By-Laws of the Association.  Regular members have the right to participate in and vote at meetings and at the Annual Meeting of this Association.

Section 4:  Associate Member - Any person admitted to the practice of law by the highest courts of any State or before a Federal District Court and is in good standing in that jurisdiction; or is an attorney holding a certificate of limited admission; or is a law school graduate; is eligible to become an Associate member upon payment of Annual Association dues.  Associate members shall have the right to attend meetings but shall not have the right to vote.

Section 5:  Law Student Member - Any law student of an approved law school is eligible to become a student member of the Association for the current law school year.  Law student members shall be entitled to attend all meetings but shall not have the right to vote.

Section 6:  Supporting Member - Any person in another discipline who adheres to the purposes and objectives of the GARDEN STATE BAR ASSOCIATION and who shall work to further same may be admitted to supporting membership status upon receipt of payment of the annual dues at the Associate member rate unless good cause for non-admission exists, as determined by the Executive Committee of the Association.  Supporting members shall have the right to attend meetings but shall not have the right to vote.

ARTICLE V
MEETINGS OF MEMBERS

Section 1:  Annual Meeting - The Annual Meeting of the members of the Association and the Board of Directors and the transaction of such other business as may properly come before the meeting shall be held at such place and at such time during the second quarter of the calendar year as the Board of Directors may specify.

Section 2:  Notice of Meeting - Notice of each Annual Meeting, stating the time, place and purpose or purposes thereof, shall be served personally, by regular mail, by telecopy or by electronic mail upon each member entitled to vote at such meeting, not less than ten (10) nor more than forty-five (45) days before such meeting and, if mailed, such notice shall be addressed to each member entitled to vote at his or her address as it appears on the books and records of the Association.

Section 3:  Regular Meetings - The Association shall meet at least three (3) times during the calendar year as designated by the President with the consent of the Executive Committee.

Section 4:  Special Meetings - Special meetings of the members may be called at any time by the President or by order of a quorum of the Board of Directors or upon the written request of one-third of the Regular Members.

Section 5:  Agenda - The purpose for which the Annual Meeting is held shall be in accord with the following agenda and order of business

a)  Minutes of the previous meeting

b)  Report of the Treasurer

c)  Report of the Board of Directors

d)  Report of the President

e)  Report of the Nominations Committee

f)  Nominations and election of officers and members of the Board of Directors

g)  Other business as specified in the Notice of Meeting

Any one or more members may request that items of business be included on the agenda for the Annual Meeting, as long as such request is made in a writing delivered to the Secretary of the Association not less than seven (7) days before the Annual Meeting.

Section 6:  Voting - Each Regular Member who is personally present shall be entitled to one vote at all meetings of the members.  Proxies shall be permitted, provided that all proxies shall be in writing and filed with the Secretary at least three (3) calendar days prior to the meeting.  Except in the absence of a quorum or where otherwise expressly provided by law, all questions shall be decided by a majority vote of those present in person or by proxy.

Section 7:  Quorum - For the purposes of the Annual Meeting or any special meeting of members, a quorum shall consist of one third of the paid membership or the paid members present, whichever is less.

Section 8:  Binding Action - All binding action of the Association shall be by a majority vote of the members present.

Section 9:  Member Approval - The Board may direct that a matter be submitted to the members of the Association for vote by mail.  In such event binding action of the Association shall be by majority vote of the votes received in accordance with rules fixed by the Board.

ARTICLE VI
BOARD OF DIRECTORS

The property and affairs of the Association shall be managed and controlled by a Board of Directors, which shall consist of not less than nine (9) nor more than fifteen (15) regular members, the exact number to be fixed from time to time by the Board, as well as the officers of the Association, as set forth in Article VII.  The immediate past President of the Association shall serve on the Board for the year following the completion of his or her term as President of the Association.

Section 1:  Membership - Members of the Board shall, as much as possible, be comprised of regular members from all geographic regions of the State of New Jersey, and shall be elected by the members eligible to vote at the Annual Meeting.  The Directors shall, at all times, be divided into three (3) classes, so that the terms of one-third, or as near thereto as practical of the Board shall expire annually.  The terms of service of Board members elected pursuant to the adoption of the within By-Laws, shall be one-third for one (1) year, which class of directors shall include the immediate past President of the Association; one-third elected for two (2) years and the remaining third elected for three (3) years.

Section 2:  Regional Directors - From the members of the Board there shall be designated by the President a North, Central and South “Regional Director.”  Each Regional Director shall facilitate the development of at least one continuing legal education program or Regional meeting of the Association within the Region during the Association year.  Each Regional Director shall report on all activities within the Region at each meeting of the Board.

Section 3:  Elections and Term of Office - Nominations shall be made by the Nominating Committee hereinafter provided for.  Nominations may also be made by petition signed by ten (10) dues paid members, provided that such nominations are in and delivered to the Chair of the Nominating Committee and the Secretary at least thirty (30) days before the Annual Meeting.  Each such nomination shall include a signed acknowledgment by the nominee, who must be a dues paid member at the time of the nomination, accepting the nomination, along with a current resume and/or statement reflecting the nominee’s qualification for the position.  After serving two (2) full terms, at least one (1) year must elapse before a member is eligible for re-election to the Board.  A member of the Board originally elected to fill any unexpired term or for less than a full term may be elected to no more than two (2) consecutive full terms in addition to the fractional term served.  However, in no instance may a Board member serve for more than six (6) years.  A Board member shall continue to hold office until his successor is elected and installed.

Section 4:  Meetings - The Board of Directors shall meet quarterly except during the months of July and August.  Unless a majority of the Board votes otherwise, meeting of the Board of Directors shall take place on any designated day during the first week of the months of September, December, March and June.  Board meetings may occur by means of a telephone conference call, provided that all other meeting requirements are met and a quorum is achieved.  Any required votes on business at regular meetings of the Board may occur by means of telecopy, email or other electronic means.  Any member of the Board who shall be absent from three (3) consecutive meetings without good and sufficient reason, and without having been excused by the President of the Association shall be deemed to have resigned from the Board.

Section 5:  Special Meeting - Special meetings of the Board shall be held at the call of the President or upon the written request of a quorum of the Board.  The notice of a special meeting shall specify the business to be considered at such meeting and no other business may be conducted.  Any required votes on business at special meetings may occur by means of telecopy, email or other electronic means.

Section 6:  Notice of Meetings - Notice of each meeting other than the Annual Meeting, setting the time and place thereof, shall be given to each member of the Board by mailing the same to his last known address at least five (5) days before the meeting or by providing such notice by telephone, telecopy or electronic mail to each Director at least (3) days before the meeting.

Section 7:  Quorum - At any meeting of the Board of Directors, one-third of the Directors in office shall constitute a quorum, but less than a quorum shall adjourn such meeting until a quorum is present.  Except as otherwise provided by law or in these by-laws, any business may be transacted at any meeting of the Board at which a quorum is present.  The act of a majority of a quorum at a meeting, regular or special, shall constitute the act of the Board of Directors.

Section 8:  Increase in the Number of Directors or Vacancies - In the event of any increase in the number of Board members, as a result of revision of the Certificate of Incorporation or of these by-laws, the additional Board members shall be elected by the members at any meeting and shall be classified in such manner as to fulfill the requirements of Article VI, Section 1.  Any vacancy on the Board of Directors caused by death, resignation, removal, inability to act, or by any other circumstances, may be filled until the next succeeding annual meeting and until a successor is elected and qualified by vote of a majority of the Directors at any meeting of the Board from among names presented by the Nominating Committee.

Section 9:  Removal - Any member of the Board of Directors may be removed for cause, including the incapacity to act, by vote of the Board of Directors, or by majority vote of the members at an Annual Meeting, provided there is a quorum present at the meeting at which such action is taken.

Section 10:  Duties and Responsibilities of the Board of Directors - The duties and responsibilities of the Board of Directors shall be:

a)  Establishment and maintenance of the legal and corporate existence of the Association, as follows:

Filing certificate of incorporation

Obtaining tax exemption letter from the Internal Revenue Service

Monitoring and examining all legal and fiscal instruments

Maintaining Board minutes

Designating signatories for leases, mortgages, bank accounts and contracts (Commercial and Programmatic)

Approving budget

Contracting for annual audit

Public relations

Other duties which from time to time may be required by the by-laws or the Association

b)  Establishment of policy and direction of the implementation of policy

c)  Interpretation of the Association’s goals, methods and objectives, both to the legal community and the community-at-large

d)  Provision of continuity of experienced leadership, so that changes do not weaken the effectiveness of the Association

e)  Establishment of an orderly system of effective utilization of ex-board members and other volunteers

Section 11:  Consultation with National Bar Association Board of Governors - Members of the Board of Governors of the National Bar Association, Inc., to the extent practicable, shall advise, consult and communicate with the GARDEN STATE BAR ASSOCIATION if they reside in the region in which the affiliate chapter is located, and where feasible, upon invitation of the Board of Directors of the GARDEN STATE BAR ASSOCIATION and, may attend its meetings.

Section 12:  Executive Committee of the Board of Directors - The Executive Committee shall consist of the officers of the Association, along with the immediate past President of the Association.  The Executive Committee shall act for the Board of Directors in the interim period between Association meetings.  The President of the Association shall be chair of the Executive Committee and shall call its meetings at any time deemed necessary, in compliance with these by-laws herein.

ARTICLE VII
OFFICERS

Section 1:  Officers - The officers of the Association shall be a President, a President-elect, a Vice-President, a Secretary, and a Treasurer.  These officers, along with the immediate past President of the Association shall constitute the Executive Committee.  Officers shall serve for one (1) year and until their successors are elected and have been installed.  Officers shall not hold the same office for more than five (5) consecutive years.

Section 2:  Election and Term of Office - The officers shall be elected by the membership at its Annual Meeting, nominations having been made by the Nominating Committee or by petition signed by ten (10) dues paid members, provided that such nominations are in and delivered to the Chair of the Nominating Committee and the Secretary at least thirty (30) days before the Annual Meeting.  Each such nomination shall include a signed acknowledgment by the nominee, who must be a dues paid member at the time of the nomination, accepting the nomination, along with a current resume and/or statement reflecting the nominee’s qualification for the position.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 3:  The President - The President shall have general charge of the affairs of the GARDEN STATE BAR ASSOCIATION, including presiding at the meetings of the Board of Directors, the members and the Executive Committee; appointing the chairpersons and members of the standing committees set forth in Article IX, except for the members of the Nominating Committee; and performing such other duties as are provided in these by-laws and as the Board of Directors may determine from time to time.

Section 4:  President-Elect - The President-Elect shall at the request of the President, or in the event of the President’s absence or disability, at any time and from time to time, perform any and all duties of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time specify, but specifically will be co-chair of the Scholarship Committee.  The President-Elect will ascend to the presidency upon expiration of the President’s term. The President-Elect shall have served on either the Board of Directors or the Executive Committee in the bar year immediately preceding his or her term of office as President-Elect, and shall have previously served on the Finance Committee.

Section 5:  Vice-President - The Vice-President shall serve as vice-chair of the Finance Committee and shall be vice-chair of the Membership committee and shall be a member of the Finance committee.  The Vice-President shall also perform such additional duties as the President and the Board may assign.

Section 6:  Secretary - The Secretary shall attend and keep minutes of all meetings of the Board of Directors and of members of the Association, and shall attend to the giving and serving of all notices of the Association.  He or she shall also keep a record containing the names and contact information of all persons who are members of the Association and shall in general perform all the duties incident to the office of secretary.  The Secretary shall have such other powers and perform such other duties as the Board of Directors may, from time to time specify.

Section 7:  Treasurer - The Treasurer shall collect, receive and deposit, invest and disburse the funds of the Association as directed by the Finance Committee of the Board of Directors and the Executive Committee, and shall prepare such other reports and accounts of the financial condition of the Association, as may from time to time be requested by the Executive Committee or the Board of Directors.  The Treasurer shall be chair of the Finance Committee and shall perform such other duties as are incident to the office of Treasurer and shall have such other powers and perform such other duties as the Board of Directors may from time to time, specify.

Section 8:  Removal of Officers and Delegation of their Powers - Any officer elected or appointed to the Board of Directors shall be subject to removal with or without cause only by vote of the members but the authority to act as an officer may be suspended by the Board for cause.  In case of the absence of any officer or agent of the Association, the Board of Directors may, without removal of said officer, delegate his or her powers and duties to any other officer or suitable person selected by the Board for such period as the Board deems proper, subject however, to any limitations herein contained and only to the extent permitted by law.

ARTICLE VIII
DELEGATE MEMBER

Section 1:  The National Bar Association Annual Convention - The GARDEN STATE BAR ASSOCIATION, as an affiliate of the National Bar Association, shall be represented at the National Bar Association Annual Convention, by a delegate member.

Section 2:  Delegate Member - The delegate member shall be the President of the Association unless the President cannot serve in that capacity.  In such case, the delegate member shall be appointed from among the members of the Association.  Such appointment shall be certified in writing to the appropriate committee of the National Bar Association.

Section 3:  Alternate Delegate - The Board of Directors shall appoint at the same time and in the same manner, an alternate delegate member, who shall serve in the absence of the delegate member of the Association.

Section 4:  Instruction of Delegate Member - The delegate member and the alternate delegate member must be fully informed and instructed, so that they can properly represent the Association in the deliberations of the National Bar Association’s Annual Convention.  Further, the delegate member is responsible for casting the Association’s affiliate vote and any other votes to which the Association is entitled based on the number of Association members registered at the Convention.

ARTICLE IX
COMMITTEES

Section 1:  Committees - In addition to such other committees as the President or Board of Directors may from time to time authorize or appoint, there shall be the following standing committees:  Nominating Committee, Finance Committee, Scholarship Committee, Membership Committee, Planning Committee and Judicial Affairs Committee.

Section 2:  Nominating Committee - The Nominating Committee shall be a committee of five (5) members, three (3) of whom shall be elected by and from the membership at large, and one (1) from among the membership of the Board by the membership at large.  The remaining member shall be the immediate past President of the Association.  The Nominating Committee members shall be chosen at the Annual Meeting and shall take office, for one (1) year, immediately at the close of the Annual Meeting.  The duties of the Nominating Committee shall be to:

a)  Maintain a current list of potential candidates to insure the best possible slate of Directors for the Association;

b)  Deliver a proposed slate to the Secretary, at least forty-five days (45) days before the Annual Meeting, nominations for the following positions:

Members of the Board of Directors

Members of the Nominating Committee

Officers

c)  Present a slate to the Annual Meeting which will include nominations for the following positions:

Members of the Board of Directors

Members of the Nominating Committee

Officers

Vacancies occurring on the Board of Directors between the Annual Meeting of the members shall be filled by election of the Board from a slate submitted by the Nominating Committee.  Three (3) members of the Board may petition the Nominating Committee to consider a name or names, for nomination.

Section 3:  Finance Committee - The members of the Finance Committee shall consist of the Treasurer, who shall be the chair of the committee, the Vice-President of the Association, and three other members of the Board of Directors appointed by the President of the Association.  The Finance Committee shall be responsible for preparing the annual budget of the Association, which shall be presented to the Board of Directors.  It shall consult with the Board of Directors on the financial and administrative needs of the Association and shall assist in planning fundraising events for the Association.

Section 4:  Judicial Council - The Garden State Bar Association Judicial Council (“Judicial Council”) shall be comprised of any member of the Garden State Bar Association who is also a retired or current full-time federal, state or municipal court judge presiding in the State of New Jersey, including a duly licensed member of the New Jersey Bar who presides in another state or jurisdiction.   Participating judges shall not practice law in the State of New Jersey and shall include judges of the New Jersey Superior Court (Law, Criminal, Chancery, Family, Special Civil, Appellate Division, Tax Court), Municipal Court, Court of Worker’s Compensation, Office of Administrative Law, New Jersey Supreme Court, United States Magistrates, United States District Court, United States Bankruptcy Court, federal administrative law judges, United States Court of Appeals for the Third Circuit, and any United States Supreme Court Justice from New Jersey.  

The mission of the Judicial Council shall include:  (a) advancement and support of legal and judicial scholarship; (b) enhancement of judicial ethics; and (c) fostering camaraderie and fellowship between and among judges.  Activities of the Judicial Council shall include any and all activities that support its mission, subject to the applicable ethical guidelines and requirements of each participating judge.  Participating judges shall have the responsibility to ensure that their individual participation in the activities of the Judicial Council is permissible.  The Judicial Council shall not fundraise or participate in any fundraising activities and shall not be reimbursed for expenses from the Garden State Bar Association. 

SECTION 5: Gala Committee – The members of the Gala Committee shall consist of the President-Elect, who shall be the Chair of the Committee, the Treasurer, and other members as the President may appoint.  The Gala Committee shall be responsible for planning and producing the annual Scholarship and Awards Gala. The Gala Committee shall consult and coordinate with the Sponsorship and Scholarship Committees..

SECTION 6: Scholarship Committee – The members of the Scholarship Committee shall consist of the chair and regular members as the President may appoint.  The Scholarship Committee shall develop and publish the criteria for qualifications to receive a scholarship, develop and publish the applications; receive and review applications; interview and select scholarship recipients from applicants. The Scholarship Committee shall consult and coordinate with the Gala Committee.

SECTION 7: Membership Committee – The Membership Committee shall consist of the Vice President, as co-chair, and other members the President may appoint.  The Membership Committee shall keep a roster of members of the Association with each member’s name, contact information, practice areas, and status of dues payment or exemption (i.e., students and Judges). The roster shall not be made available to non-Officers of the GSBA. The Membership Committee shall develop methods to recruit new members, develop and implement member benefits.

SECTION 8: Planning Committee – The Planning Committee shall consist of the President as Chair, the President-Elect and Vice-President, and other Board members or regular members as the President may appoint.  The Membership Committee shall develop strategic initiatives to advance the Association’s mission, vision, short and mid-range Goals (3-5 years). The Planning Committee shall report to the Executive Board annually.

SECTION 9: President’s Council – There shall be a President’s Council, which may be comprised of no less than five (5) past presidents of the Association, who shall be appointed by the President immediately following the Annual Meeting.The members of the President’s Council may also include the Director of Region III of the National Bar Association. The members of the President’s Council shall serve in an advisory capacity to the President and Executive Committee of the Association.The President’s Council shall meet at least twice each calendar year, at the direction of the President who shall serve as the Chair of the President’s Council, to receive a report from the Executive Committee on the operations of the Association.

SECTION 10:  All Other Committees – Appointments to standing committees, except for the Nominating Committee, shall be made by the President immediately following the Annual Meeting.  Each standing committee shall consist of a chair, who shall report to the Board of Directors, and such other members as the President may deem necessary, one of whom shall act as the secretary of the committee.

Special committees shall be established as necessary, by the Board of Directors, their members to be appointed by the President.  In the absence of contrary direction by the Board, the members of special committees need not be members of the Board of Directors.  Special Committees shall be dissolved when their work has been completed.

SECTION 11. Terms of Committee Membership and Committee Procedures – Unless otherwise determined by the Board of Directors or the Executive Committee, the members of all committees shall hold office from the date of election or appointment to the next Annual Meeting of the Board of Directors and the election or appointment and installation of their successors.  Any member of any committee who shall be absent from three (3) consecutive meetings without having been excused by the chair of such committee shall be deemed to have resigned.

The President shall fill vacancies in the membership of any committee.

The majority of the members of any committee shall constitute a quorum authorized to conduct the business of the committee.  Meeting of such committee may be called by its chair, by the President or upon the request of any two (2) members of the committee on two (2) days-notice.  The Executive Committee shall cause minutes of its meetings to be kept, which minutes shall be submitted to the Board of Directors at its next succeeding meeting.  Each committee shall have the power to adopt its own rules of procedure.

ARTICLE X
PARLIAMENTARY AUTHORITY

The latest edition of Robert’s Rules of Order, Revised shall govern the GARDEN STATE BAR ASSOCIATION, except where it is not consistent with these by-laws or with the governing documents of the National Bar Association.

ARTICLE XI
AMENDMENTS

Section 1:  Amendment of By-Laws by Members - At any meeting of the members of the Association at which a quorum is present, in accordance with Article V, Section 7 of these by-laws, these by-laws may be amended or repealed by a majority vote of those present, such voting to occur in accordance with Article V, Section 6 of these by-laws, provided the notice of the meeting sets forth the proposed alteration, amendment or repeal.

Section 2:  Amendment of By-Laws by the Board of Directors - These by-laws may also be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by a majority vote of those present, provided the notice of meetings sets forth the proposed alteration, amendment or repeal.  However, by-laws made by the Board may be altered or repealed and new by-laws may be made by the members.

ARTICLE XII
MISCELLANEOUS

Section 1:  Fiscal Year - The fiscal year of the GARDEN STATE BAR ASSOCIATION shall be from September 1 through August 31.

Section 2:  Audit - Financial transactions of the GARDEN STATE BAR ASSOCIATION and its books and accounts shall be audited annually by an independent certified public accountant or firm of certified public accountants selected by the Board of Directors.

Section 3:  Checks - All checks, drafts and orders for the payment of money by the GARDEN STATE BAR ASSOCIATION shall be signed by such officers or agents with such number of signatures, as the Board of Directors or the Executive Committee may specify by resolution.

Section 4:  Bond - The Board of Directors may require the Treasurer or any other officer, agent or employee of the Association to give a bond of the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall specify.

Section 5:  Seal - The corporate seal of the GARDEN STATE BAR ASSOCIATION shall consist of a replication of the State of New Jersey with the scales of the justice superimposed thereon.

Section 6:  Conformance - These by-laws conform to the substantive provisions of the by-laws of the National Bar Association, and, in any event, shall not conflict with such by-laws and to Title 15 of the New Jersey Statutes Annotated.

Section 7:  Effective Date - These by-laws, which have been revised as of August 18, 2020, shall become effective immediately as approved by the Board of Directors of the Association on September 9, 2020.