BY-LAWS OF THE RHODE ISLAND WOMEN’S BAR ASSOCIATION
NAME AND PURPOSE
Section 1. The name of this Corporation shall be the Rhode Island Women’s Bar
Section 2. The purposes of this Corporation shall be to promote the advancement of
women in the legal profession, to promote the advancement of women in a just society,
to promote the administration of justice, to encourage a spirit of cooperation among its
members, and to engage in any other activities allowed by a non-profit corporation under
Rhode Island law; provided however, that the Corporation shall not take any action, or fail
to take any action the failure of which, would compromise the status of the Corporation as a
§ 501(c)(6) organization under the Internal Revenue Code of 1986, as amended.
The Corporation is not organized for business purposes or profit.
Section 3. The Corporation, in all phases of its operation, will adhere to a policy of
nondiscrimination, that is, the Corporation shall operate at all times without regard or
prejudice as to race, color, religion, sex, age, creed, gender identity, genetic characteristics,
disability, or national origin.
Section 1. Principal Office. The principal office of the Corporation shall be located in the
City of Providence, State of Rhode Island. The Corporation may have such other offices
either within or without the State of Rhode Island as the Board of Directors may from time
to time determine.
Section 2. Registered Office. The registered office of the Corporation shall be located in the
City of Providence, State of Rhode Island, but need not be identical with the principal office.
The registered agent and the address of the registered office may be changed from time to
time by the Board of Directors.
Section 1. Membership Classifications.
(a) Voting Members. Voting membership in the Corporation is open to any member of
the Rhode Island bar who pays annual dues and is generally supportive of the goals and
purposes of the Corporation set forth in Article I, Sec. 2 of these By-Laws.
(b) Student Members. Law students who pay annual dues and whose membership has been
approved by the Board of Directors may become non-voting members of the Corporation.
By invitation of the President, law students may attend Board of Directors meetings and
participate in committees in a non-voting capacity.
(c) Associate Members. Individuals who are not eligible for voting membership pursuant to
subsection 1(a) of Article III but who support the purposes and activities of the Corporation
may become an Associate Member upon application to and approval by the Board of
Directors, and subject to any terms and conditions imposed by the Directors including
but not limited to the payment of dues. Associate Members may not vote or serve on the
Board of Directors or as voting members of any committee. By invitation of the President,
Associate Members may attend Board of Directors meetings and participate in committees
in a non-voting capacity.
(d) Life Members. Any voting member in good standing may become a Life Member by
making a significant one-time contribution to the Corporation, in an amount set by the
Board of Directors. Life Members shall not be assessed any dues thereafter and shall enjoy
all the privileges of membership provided they otherwise remain eligible for membership.
(e) Honorary Members. Honorary, one-year memberships may be awarded by the Board
of Directors. Honorary members shall not be required to pay dues. Honorary Members
may not vote or serve as members of the Board of Directors or as voting members of any
(f) Subscribers. Subject to the approval of the Board of Directors, organization and
individuals not eligible for membership may receive copies of newsletters or similar
publications disseminated by the Corporation. The Board of Directors may set annual
subscriber fees for each such recipient.
Section 2. Annual Dues. The Board of Directors shall determine the amount of annual dues
to be assessed for each membership classification. Notice of any increase in the amount of
annual dues shall be given upon sixty (60) days notice to the renewal date of membership.
Dues shall run from September 1st until the last day of August and shall not be apportioned.
Section 3. Annual Meeting. The Annual Meeting of the members shall be held on or before
June 30th of each year beginning with the year 1985 for the purpose of electing Directors
and Officers and for transacting such other business as may come before the meeting. If
the election of Directors is not held at the Annual Meeting, or at any adjournment thereof,
the Board of Directors shall cause the elections to be held at a Special Meeting of the
members as soon thereafter as is practicable. Only members who have paid annual dues
shall be eligible to vote at Annual Meetings.
Section 4. Special Meeting. Special meetings of the members for any purpose or purposes,
unless otherwise proscribed by law, may be called by the President or by the Board of
Directors, or shall be called by the President at the request of not less than twenty percent
(20%) of the voting members. Only members who are current with their annual dues shall
be eligible to vote at Special Meetings.
Section 5. Place of Meeting. The President or the Board of Directors may designate any
place as the place of meeting for any Annual Meeting or for any Special Meeting.
Section 6. Notice of Meeting. Written notice, stating the place, day and hour of the meeting
and, in case of a Special Meeting, the purpose or purposes for which the meeting is called,
shall, unless otherwise proscribed by statute or these by-laws, be delivered not less than
five (5) nor more than thirty (30) days before the date of the meeting, either personally or
by regular or electronic mail, to each member of record entitled to vote at such meeting.
Notices that are not delivered in person shall be sent to the business, home, or electronic
address, including facsimile, which appears on the records of the Corporation. Such notice
shall be deemed to be delivered when deposited in the United States mail, postage prepaid,
or, if sent electronically, when transmitted.
Section 7. Quorum. Ten percent (10%) of the members of the Corporation plus one
(1) member of the members entitled to vote shall constitute a quorum at a meeting of
members. If less than a quorum is represented at a meeting, a majority of the members
who are present may adjourn the meeting to a new date, time, and location without the
requirement of additional notice sent pursuant to section 6 of Article III; provided, however,
this shall not be construed so as to prohibit informal notice of same. At such adjourned
meeting at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally noticed. Where a duly convened meeting
of the members has achieved a quorum in the first instance, the members present at the
meeting may continue to transact business notwithstanding the withdrawal of enough
members to leave less than a quorum.
Section 8. Election of Officers and Directors. The Nominating Committee shall be
responsible for conducting elections at the Annual Meeting. Elections may be conducted by
written ballot, voice vote, or a show of hands. The Nominating Committee shall prepare a
list of eligible voters and, if the vote is by written ballot, will be responsible for the printing,
distribution, collection, and counting of ballots. The Nominating Committee may present the
entire slate of nominations for a single vote. In the event that the slate, in its entirety, does
not receive a majority vote of the members in attendance at the meeting, separate elections
may be conducted for each position.
Section 9. Voting. Each member entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of members. Proxy voting will not be allowed at
membership meetings, except that members registered for and attending the membership
meeting who are required to leave early may vote early, if allowed by any rules as may be
adopted by the membership for the conduct of the meeting.
Section 10. Parliamentary Procedure. Whenever necessary or advisable, the President, in
her sole discretion, may appoint a parliamentarian to conduct meetings of members and
to apply the Rules of Parliamentary Procedure set forth in Robert’s Rules of Order, as such
Rules may from time to time be revised and subject to such special rules as adopted by the
membership at the time of the meeting.
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed
by its Board of Directors which serves as the Executive Committee. The Board of Directors
shall be empowered to take all necessary action in a manner not inconsistent with the
powers set forth herein to manage the day to day operations of the Corporation.
Section 2. Board of Directors. The number of individuals serving on the Board of Directors
(“Directors”) of the Corporation may from time to time be changed but shall be no more
than ten (10) nor less than four (4). Directors need not be residents of Rhode Island.
Directors will be elected at the Annual Meeting. Directors shall be nominated by the
Nominating Committee and elected by the membership each year; provided, however,
that any member who obtains petition signatures of at least 10% of the membership for
nomination for a Board position and who presents such signatures to the Board fourteen
(14) days prior to the Annual Meeting shall be included in the election at the Annual Meeting
and, if elected, shall serve as a Director. Once elected, Directors shall serve until the next
succeeding annual meeting or until his or her successor shall have been elected. Directors
may serve as the Officers of the Corporation and as committee chairs. The immediate past
president shall serve as Ex-Officio of the Board, as a non-voting Board Member.
Section 3. Regular Meetings. The Board of Directors shall meet regularly throughout the
year for the purpose of conducting the business of the Corporation. Regular meetings of
Directors shall be held at such time and place as the Board of Directors deems appropriate
and may be convened without notice to the membership except as may be required by
Article IV section 5 hereof. Any member of the Corporation who is in good standing may
attend regular meetings of the Board of Directors.
Section 4. Special Meetings. Special meetings of the Directors may be called by or at the
request of the President or any three (3) Directors and may be convened without notice to
the membership except as may be required by Article IV section 5 hereof. Those who are
authorized to call special meetings of the Directors may fix the time and the place for any
such meeting called by them. Any member of the Corporation who is in good standing may
attend special meetings of the Board of Directors.
Section 5. Notice. Notice of Directors’ meetings shall be delivered to each Director’s
business, home, or electronic address, including facsimile or electronic mail, which appears
on the records of the Corporation. Notices sent by regular mail shall be delivered no less
than five (5) days prior to the meeting and shall deemed delivered when deposited in the
United States mail, postage prepaid. Notices sent by electronic communication shall be
delivered no less than two (2) days prior to the meeting and shall be deemed delivered
when transmitted. In the case of any voting member who notifies the President that he or
she desires to be notified of such meetings, reasonable notice shall be so provided.
Section 6. Manner of Acting. The act of a majority of Directors present at a meeting at
which a quorum is present shall be the act of the Directors. Meetings of the Directors may
be held in person or by means of a telephone or video conference. If held by telephone or
video conference, each Director in attendance shall identify themselves when entering and
exiting the meeting.
Section 7. Action by Consent. Any action required to be taken at a meeting of the
Directors or any action that may be taken at a meeting of the Directors may be taken
pursuant to a written or oral consent or an “on-line” vote. The Directors may take action
electronically, including by email and facsimile, and all necessary consents may be
communicated, in writing, electronically. The act of a majority of Directors participating
in the consent or on-line vote, in which a quorum participates, shall be the act of the
Directors. Members who have notified the Board of Directors of their desire to be notified of
meetings of the Directors also shall be notified of the Directors actions taken by consent.
Section 8. Quorum. The Directors may not transact the business of the Corporation in
the absence of a quorum. A majority of the number directors fixed by Section 2 of the
Article IV shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors or action taken by consent. In the absence of a quorum, a majority of
the Directors in attendance may adjourn the meeting from time to time until a quorum is
achieved. In the absence of a quorum, actions by consent shall be deemed to have failed.
Section 9. Vacancies. Any vacancy occurring in the Board may be filled by the vote of
a majority of the Directors. A Director appointed to fill a vacancy shall be hold office for
the unexpired term of his or her predecessor. Any Directorship to be filled by reason of an
increase in the number of Directors may be filled by Board for a term of office continuing
only until the next election of Directors by the members.
Section 10. Removal. Any and all of the Directors may be removed, with or without
cause, by vote of a majority of the members of the Corporation.
Section 1. Officer. The Officer of the Corporation shall be a President, one or more Vice
Presidents, a Secretary, and a Treasurer. The members may elect such other Officers and
assistant Officers as deemed necessary or appropriate. Only members of the Board of
Directors may serve as Officers. Any Director may hold two or more Officer’s positions.
Section 2. Election and Term of Office. Officer shall be nominated by the Nominating
Committee and elected by the membership each year during the Annual Meeting. Any
member who obtains petition signatures of at least 10% of the voting membership for
nomination for a Officer’s position and who presents such signatures to the Board fourteen
(14) days prior to the Annual Meeting, shall be included in the election and may be elected
to an Officer’s position provided he or she also is elected as a Board Member pursuant to
Article IV section 2 hereof.
If the election of Officers is not held at the Annual Meeting, such election shall be held as
soon thereafter as is practicable. Each Officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or her death or until he or
she shall resign or shall have been removed in the manner hereinafter provided. No Officer
shall serve more than two one-year terms, consecutively, in the same office.
Section 3. Removal. Any Officer or agent of the Corporation may be removed, with or
without cause, by a vote of the majority of the members of the Corporation.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled for the unexpired portion of the term by a
majority vote of the Board of Directors.
Section 5. The President. The President shall generally supervise all of the business and
affairs of the Corporation. The President shall, when present, preside at all meetings of
the members and of the Board of Directors. The President or his/her designee shall be the
official spokesperson for the Corporation. The President shall sign, with the Treasurer, any
deeds, mortgages, bonds, contracts or other instruments which the Directors or members
have authorized to be executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Directors or by these By-Laws to some other officers or
agent of the Corporation, or shall be required by law to be otherwise signed or executed in
any amounts over five hundred ($500.00) dollars with the approval of the Directors.
Section 6. The Vice President. The Vice President shall perform such other duties and
such other powers as the Board of Directors may from time to time prescribe. in the
absence or disability of the President, the Vice President shall perform the duties and
exercise the power of the President. If there shall be more than one the Vice Presidents the
Board of Directors shall determine the order in which the Vice Presidents shall determine the
order of succession.
Section 7. The Secretary. The Secretary shall keep the minutes of the proceedings of the
members and of the Board of Directors, see that all notices are duly given in accordance
with the provisions of these By-Laws and as may be required by law, be custodian of the
corporate records, and in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary by the President or
by the Board of Directors.
Section 8. The Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation, receive, give and maintain a file
of receipts and moneys due and payable to the Corporation from any source whatsoever,
including but not limited to membership dues, and deposit all such moneys in the name of
the Corporation in such banks, trust companies or other depositories as shall be selected
in accordance with the provisions of Article VII of these By-Laws, prepare a year end
financial report to be presented at the annual meeting of all members, assist in preparing
a proposed annual budget in conjunction with the Board of Directors, keep the Directors
apprised of the Corporation’s financial condition and of any material changes thereto, and
in general perform all of the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to the Treasurer by the President or by the Board
of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or sureties as the
Board of Directors shall determine. The Treasurer shall keep and maintain a register of the
postal or other address of each member, as furnished by the member.
Section 1. Subject to the provisions of this Article, the Board of Directors may establish
and abolish committees, and define committee purposes, such as the Directors deem
appropriate to carry out the mission and objectives of the Corporation. Committees may
include, but are not limited to, committees responsible for: meetings and events; education
and outreach; membership; multiculturalism, diversity, gender equality; fairness and
access to justice; fundraising; publications; media and public relations; tax finance and
compliance; by-laws; and long term strategic planning and advice.
Section 2. The President shall appoint chairpersons of such committees. Only members of
the Board of Directors may serve as committee chair.
Section 3. Each Committee chairperson may appoint members to their committees as
necessary to carry out the committee purposes, unless otherwise provided in these By-Laws
or unless otherwise directed by the President or Directors.
Section 4. A standing Nominating Committee is hereby established. The Ex-Officio
(immediate past president) shall chair the Nominating Committee, which shall consist of
not less than two (2) but not more than four (4) voting members of the Board of Directors.
The President shall appoint the members of the Nominating Committee, with the advice
and consent of the Board of Directors. If the Ex-Officio is unable or unwilling to serve as the
chair of the Nominating Committee, the Board of Directors shall appoint a current Director
as an additional member and chair of the Nominating Committee.
The Nominating Committee shall present to the current Board a list or slate of proposed
Directors and Officers for the following year. The slate shall be presented to the Board
not less than sixty (60) days prior to the Annual Meeting of the members and shall be
distributed to the membership no less than thirty (30) days prior to that meeting. The Ex-
Officio may vote on the nominations only in the event of a tie.
Section 5. Each committee Chair shall schedule meetings at his or her discretion. Notice of
committee meetings shall be sent to the committee members at their address as provided
to the committee Chair. Whenever practicable, notices shall be sent ten (10) days before
the scheduled meeting.
Section 1. Authorization. No commitment or expenditure of funds over five hundred
($500.00) dollars shall be made by any person unless authorized by the Board of Directors.
The President and one other Board Member may authorize expenditures under that amount
as necessary to carry on the day-to-day operation of the Board.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no
evidences of indebtedness shall be issued in the name of the Corporation unless authorized
by a resolution adopted by two-thirds (2/3) of the Directors.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time in
the name of the Rhode Island Women’s Bar Association in such banks, trust companies or
other depositories as the Directors may select.
Section 4. Checks, Drafts, or other Similar Orders. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be executed in accordance with Article V section 5 or in such a manner as
shall from time to time be determined by resolution of the Board of Directors.
Section 5. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of
October and end on the last day of September.
WAIVER OF NOTICE
Whenever any notice is required to be given to any person
under the provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of Chapter 6 of Title 7 of the General Laws of Rhode
Island, 1956, as amended, or any other applicable statute, a waiver thereof may be
executed by the person or persons entitled to such notice. Such waiver may be express or
implied and may be communicated in writing or electronically, including by electronic mail
or facsimile, and may be communicated before or after the time the notice is required. The
attendance of a person at a meeting shall constitute waiver of notice of such meeting,
except when a person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
Directors or members need be specified in any waiver of notice of such meeting.
As required by and in accordance with R.I.G.L. §7-6-6 (“Rhode Island
Nonprofit Corporation Act”), the Corporation shall indemnify its Officers, Director, and
others acting on behalf of the Corporation in an official capacity. In addition, the Corporation
may purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan, against any liability asserted
against such person and incurred by such person in any such capacity or arising out of
such person’s status as such, regardless of whether or not the Corporation would have the
authority or obligation to indemnify such person against such liability under the provisions
of the Rhode Island Nonprofit Corporation Act.
These By-Laws may be amended, or repealed and new By-Laws adopted, by the
Board of Directors, acting as the By-Laws Committee, at any regular or special meeting of
the Directors, provided however, that any and all proposed amendments or new or
additional By-Laws shall be provided to each member in good standing at least thirty (30)
days prior to the meeting during which the Board votes on the changes.
Upon voting to amend these by-laws or otherwise change the By-Laws, the Board of
Directors shall notify the membership of the actual changes by distributing copies of all such
changes to each voting member in good standing. Such notice shall be sent to the
members’ postal or electronic address as carried in the Corporate records and shall be
deemed delivered upon deposit in the U.S. mail, postage prepaid, or, if delivered
electronically, upon transmission. The notice shall state the form and manner in which such
members may object to the changes and the latest date upon which they may object. The
Secretary of the Corporation shall keep and maintain a record of the objections. The
changes to the By-Laws shall become effective, without further action of the Board of
Directors, officers, or members of the Organization, at the end of the 30 th day after
distribution to the members is completed; provided, however, that no more than five (5%)
percent of the members have objected to the changes during the 30-day period. If more
than five (5%) percent of the members so object, a special meeting of the membership
shall be convened pursuant to Article III section 3 hereof for the purpose of considering and
voting upon the proposed changes. Any changes to the By-Laws shall become effective only
upon the majority vote of the members in good standing attending the special meeting.
INTERPRETATION OF TERMS; SEVERABILITY
Whenever used herein, pronouns of any gender relating to members, directors or
officers shall apply to both females and males.
If any provision of these By-Laws is held to be unenforceable, all other
provisions shall nevertheless be valid and remain in full force and effect.
The undersigned, being the Secretary of RIWBA, a Rhode Island Non Profit
corporation, by his or her signature below, certifies that this is a true and correct copy of
the By-Laws of said corporation.