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State Bar
of Nevada
Bylaws of the
Board of Governors
(Download
Bylaws in .PDF)
Article
1:
NAME
1.1 The name
of this organization shall be the "State Bar of Nevada" (State
Bar).
Article 2:
KIND OF ENTITY
2.1 Kind
of Entity (SCR 76) See Appendix: Public Corporation;
Powers.
Article
3:
PURPOSES AND
POWERS
3.1
Purposes and Powers (SCR 76) See Appendix: Public
Corporation; Powers. The purposes and powers of the State Bar
are:
(a)
to
govern the legal profession in Nevada as provided in NRS
7.275(1) and under the exclusive jurisdiction and control of
the Supreme Court of Nevada;
(b)
to
advance the science of jurisprudence;
(c)
to
improve the administration of justice;
(d)
to
promote reform in the law and in judicial procedure;
(e)
to
uphold the honor, integrity, professionalism and dignity of
the profession of law;
(f) to
apply its knowledge and experience in the field of law to the
promotion of the public good;
(g)
to
enhance the professional competence and ethical conduct of
members of the Bar;
(h)
to
improve the availability of competent legal services to all
segments of the community;
(i)
to
seek fulfillment of the obligations of the legal profession in
the courts and in the community;
(j)
to
advance public understanding of the law, the system of justice
and the role of lawyers;
(k)
to
encourage higher and better education for members of the
profession and to provide educational programs for lawyers to
understand the particular nuances of Nevada law and to
maintain and enhance the skills of practicing lawyers, thus
providing to the public quality services in the legal
profession (S. Ct. April 6, 1990 Order re: CLE);
(l)
to fix
and determine the qualifications for admission to the practice
of law in this State;
(m)
to
administer an attorney disciplinary system;
(n)
to
make contracts; (NRS 7.275(2)(a)) and (SCR 76(2))
(o)
to
own, hold, use, manage and deal in and with real and personal
property; (NRS 7.275(b)) and (SCR 76(2))
(p)
to do
all other acts incidental to the foregoing or necessary or
expedient for the administration of its affairs and the
attainment of its purposes. (NRS 7.275(2)(c)) and (SCR 76(2))
Article
4:
BOARD OF
GOVERNORS
4.1
Members of the Board of Governors (SCR 81(1)) See
Appendix: Board of Governors. (SCR 81, SCR 90).
4.2
Composition (SCR 81(2)) The Dean of the William S. Boyd
School of Law and Past Presidents serve as ex officio
non-voting members of the Board.
4.3 Terms.
(SCR 81(3)) See Appendix: Board of Governors.
4.4
Elections (SCR 81-84) See Appendix: Board of Governors.
4.5 Duties
of the Board of Governors (SCR 85) See Appendix: Board of
Governors.
4.6 Powers
of the Board of Governors (SCR 86) See Appendix: Board of
Governors.
4.7
Operational responsibilities of the Board of Governors The
Board of Governors shall:
(a)
establish and periodically review the mission of the State Bar
and set clear goals for accomplishment;
(b)
adopt
rules, regulations, and bylaws as deemed appropriate;
(c)
adopt
and periodically review policies and other necessary documents
for the operations of the State Bar;
(d)
select
and evaluate the performance of the executive director;
(e)
provide oversight and direction to the executive director to
ensure that effective management practices are followed;
(f) approve
the annual operating budget;
(g)
Set
and approve investment policy in accordance to SCR86(11);
(h)
ensure
the establishment of a system for equitable and effective
hiring, evaluation, compensation, and termination of
employees;
(i)
monitor and evaluate the effectiveness of the State Bar;
(j) ensure
an adequate working environment for staff members;
(k) establish
committees to make recommendations to the Board of Governors
and help carry out responsibilities;
(l) delegate
authority to the staff through the executive director;
(m)
appoint chairs and members to committees;
(n)
delegate to the executive director the responsibility for all
administrative functions.
4.8 Officers
of the State Bar (SCR 90) See Appendix: Board of
Governors.
4.9 Presiding
officer The President shall also serve as the official
spokesperson for the State Bar or may designate a
spokesperson. (SCR 90(4)), See Appendix: Board of Governors.
4.10 Ex
officio members of the Board of Governors All past
presidents and Dean of the William S. Boyd School of Law of
the State Bar of Nevada shall be non-voting, ex officio
members of the Board of Governors. The immediate past
President shall be reimbursed by the State Bar for any travel
expenses incurred in attending Board meetings in accordance
with the reimbursement policy for all Board members.
4.11
Representing Attorneys before State Bar Boards, Panels,
Committees, and Commissions Board members shall not
represent anyone with adverse actions to any administrative
interests of the State Bar.
4.12
Judicial Campaigns The members of the Board must refrain
from public involvement in judicial campaigns and appointments
that in any way identifies them as members of the Board,
officers of the State Bar or otherwise representing the State
Bar of Nevada.
Article
5:
MEETINGS OF
THE BOARD OF GOVERNORS
5.1
Regular and special meetings (SCR 87, SCR 97). See
Appendix: Meetings of the Board of Governors.
5.2
Emergency meetings When the President determines that a
matter requires immediate attention of the Board, an emergency
meeting, teleconference or video conference call may be called
with a 24-hour notice to members of the Board. Notice must
indicate the subject matter to be considered. Emergency
meetings shall consider only the matters for which notice is
given. Minutes from the emergency meeting must be approved at
the next Board meeting.
5.3 Notice
all regular meetings shall be preceded by written notice
delivered via U.S. mail or electronically to Board members
stating location, date and time of meeting and delivered at
least three days in advance of the meeting.
5.4 Place
(SCR 87(4)) See Appendix: Meetings of the Board of Governors.
5.5 Quorum
(SCR 87(5)) Participation by telephone or video conference
shall constitute "presence" of a member of the Board of
Governors for the purposes of establishing a quorum and
conducting business. See Appendix: Meetings of the Board of
Governors.
5.6 Annual
Meeting (SCR 94) See Appendix: Meetings of the Board of
Governors.
5.7 Agenda
The agenda of each meeting of the Board of Governors may
include those topics requested by any governor or the
Executive Director. Governors desiring to submit an item to be
included on a meeting agenda should submit it to the President
or Executive Director on a timely basis.
5.8 Voting
At all meetings of the Board of Governors, each member of the
Board of Governors is entitled to one vote per matter
presented for vote. The affirmative vote of the majority of
the Board of Governors present shall be the act of the Board
of Governors. Voting by proxy shall not be allowed.
5.9
Elections If there is only one nominee for an office, the
nominee is deemed elected without balloting. When there is
more than one nominee for an office, balloting for election
will be as follows: each member is presented a ballot printed
with the names of the nominees for the office. If additional
nominations have been made that are not on the printed ballot,
those names must be written on the ballot. Each member must
vote for one choice only. The person receiving the majority of
the votes is elected. In the case of a member who is
participating via teleconference he or she shall transmit his
or her vote via e-mail to the Executive Director. While the
preference is e-mail, if a member has no access to e-mail they
can convey their vote telephonically to the Executive
Director. Voting by proxy is not allowed.
5.10
Robert’s Rules of Order (SCR 94(4)) See Appendix: Meetings
of the Board of Governors.
Article
6:
COMMITTEES
6.1
Robert’s Rules of Order The conduct and voting at any
committee meetings are to be governed by the most recent
edition of Robert’s Rules of Order.
6.2 Quorum
At committee meetings, the presence of a majority of committee
members shall constitute a quorum for transaction of any
committee business. Participation by telephone or
videoconference shall constitute “presence” of a member of the
committee for the purpose of establishing quorum and
conducting business.
6.3
Standing Committees Standing committees of the Board of
Governors shall include:
(a)
Executive Committee
This committee shall be composed of the president, president-
elect, vice-president, and at least two other governors
appointed by the president.
The
responsibilities of this committee shall be to:
1. act
on behalf of the Board of Governors between regular meetings
of the Board within the authority delegated to it by the
Board;
2. meet
regularly with the executive director to discuss and consider
operational matters;
3. exercise
oversight and give direction to the executive director as
appropriate;
4. recommend
to the Board of Governors changes in policy and new policies
to facilitate State Bar operations;
5. make
appropriate investment recommendations to the Board of
Governors as necessary.
(b)
Audit Committee
This committee shall be composed of at least three members of
the Board of Governors appointed by the president.
The
responsibilities of this committee shall be to:
1. recommend
to the Board of Governors the independent auditor to be
employed;
2. evaluate
the performance of the independent auditor;
3. set
the scope of the annual audit;
4. receive
and review the annual independent audit;
5. recommend
and monitor any special audits that might be required;
6. review
accounting and control functions.
(c)
Investment Committee
This committee shall be composed of at least three members of
the Board of Governors appointed by the president.
The
responsibilities of this committee shall be to:
1. review
and recommend to the Board the investment policy of State Bar
funds;
2. monitor
performance of the investment of State Bar funds;
3. make
appropriate investment recommendations to the Board of
Governors as necessary.
(d)
Budget Committee
This committee shall be composed of at least three members of
the Board of Governors appointed by the president.
The
responsibilities of this committee shall be to:
1. recommend
the adoption of the operating budget for approval by the Board
of Governors;
2. recommend
the budget amendments for approval by the Board of Governors;
3. monitor
the implementation of the operating budget.
(e)
Personnel and Compensation Committee
This committee shall consist of at least three members of the
Board of Governors appointed by the president.
The
responsibilities of this committee shall be to:
1. review
employee compensation and benefit plans for the State Bar;
2. recommend
to the Board of Governors changes in the compensation plan as
required;
3. recommend
to the Board of Governors the annual budget for compensation
and employee benefits;
4. make
other recommendations to the Board of Governors as necessary.
6.4
Special Committees The Board by resolution may create
committees other than standing committees. In establishing
such a committee, the Board shall set forth the
responsibilities of the committee and approve committee chair
and committee members.
Article
7:
SECTIONS
7.1 Policy
It is the policy of the State Bar to encourage the formation
of sections of active members for the purposes of improving
their professional skills and to provide a means for other
active members to improve professionalism in their areas of
practice. The State Bar recognizes that sections of active
members interested in a particular field of law may provide a
valuable service to the profession and the public by:
(a)
increasing the knowledge of active members of the State Bar in
certain fields of law;
(b)
recognizing and discussing means for improving the law in
certain fields;
(c)
publishing materials and scholarly articles regarding fields
of the law;
(d)
recommending changes in the administration of justice in
certain fields of the law in accordance with the policies of
the State Bar.
7.2
Creation or discontinuance The Board of Governors may
establish sections as it deems necessary or advantageous for
members interested in particular areas of practice. The Board
of Governors may terminate any section if its function is
considered unnecessary in carrying out the objectives of the
State Bar, or may consolidate the functions of sections to
better accomplish such objectives.
7.3
Function The function of a section shall be to
investigate, discuss and evaluate trends and activities in its
emphasized areas of practice and make recommendations to the
Board of Governors as appropriate.
7.4
Composition of Sections A section shall consist of not
less than 20 active members. Unless otherwise provided in the
section bylaws approved by the Board of Governors, any member
of the State Bar, regardless of primary areas of practice or
interest, may be a member of any section upon paying the
membership dues as required by the section and as approved by
the Board of Governors.
7.5
Formation Procedure At least five active members may make
written application to the Board of Governors to form a
section. The application shall:
(a)
identify at least 20 persons who are active members of the
State Bar of Nevada and in good standing who are willing to
join and become members of the proposed section;
(b)
designate with specificity the practice constituency area or
field of law for which formation of the section is being
proposed;
(c)
state
the immediate and long-range goals of the proposed section,
including any goals with respect to providing continuing legal
education;
(d)
have
attached a copy of the proposed bylaws for the governance of
the section;
(e)
identify the persons who are proposed to serve as initial
officers of the section.
7.6
Section Operations A section shall be semiautonomous but
shall always be under the authority of the Board of Governors.
A section is authorized to keep bylaws, which must not
conflict with the bylaws of the State Bar. The Board of
Governors must approve any amendments to a section's bylaws. A
current copy of the bylaws of each section and any amendments
thereto shall be filed with the executive director.
7.7 The State
Bar will assess and collect section dues at the same time that
bar membership dues are collected. The Board of Governors must
approve dues for each section. Each section’s receipts and
expenditures are handled by the Bar and accounted for in the
section’s monthly financial statements provided by the State
Bar. No section may maintain a separate bank account.
7.8
Section Budgets Each year a section shall submit its
proposed budget to the Board of Governors for approval.
Section revenues shall rollover from one year to the next.
7.9
Continuing Legal Education Each section shall have the
goal to provide continuing legal education in the field of law
or area of practice emphasized by the section. However, each
section must coordinate all continuing education activities
through the CLE Director and CLE Committee of the State Bar.
The CLE Committee shall have the responsibility of approving
any continuing legal education activity sponsored by a
section.
7.10
Adoption of Legislative Positions A section may propose to
support or oppose the adoption of legislation by the Nevada
State Legislature only on the following limited terms. A
section's position on legislation must (1) relate closely and
directly to the administration of justice; (2) involve matters
which are not primarily political and as to which evaluation
by lawyers would have particular relevance if not related
closely and directly to the administration of justice; or (3)
come within the section's special expertise and jurisdiction.
Any proposed legislative position must be adopted by the
section pursuant to those procedures set forth in the
section's bylaws, as previously approved by the Board of
Governors.
Upon adoption
of a legislative position, the section shall present the
proposed legislative position to the Board of Governors for
review. If the Board of Governors approves of the legislative
position taken by the section, the section may take the
legislative position and may assert that the legislative
position is endorsed by the State Bar generally or the Board
of Governors.
If, on the
other hand, the Board of Governors disapproves of the
legislative position taken by the section, the section shall
not take a position on such matter.
If the Board
of Governors does not expressly disapprove of the section's
position, or fails to take any action on the section's
legislative position, the section may, as a section, seek to
influence the legislation if and only to the extent that all
such efforts and activities of the section to influence the
legislation are funded entirely from the voluntary dues of its
section members, and not through any funds obtained from the
State Bar of Nevada through its imposition of mandatory dues.
Under such circumstances, the legislative action taken by the
section shall be clearly identified as the legislative
position of the section and not that of the State Bar or the
Board of Governors. A legislative position statement of a
section to a legislative body must, as a preamble, contain the
following disclaimer in capital letters and underlined:
This
position is being presented only on behalf of the (_____)
Section of the State Bar of Nevada. This position should not
be construed as representing the position of the Board of
Governors or the general membership of the State Bar. The
(___) Section, which takes this position, is a voluntary
section of (__) members composed of lawyers practicing in a
specified area of law.
This
position is taken as a result of a vote of (__) to (__) of the
executive committee of the (___) Section, which is the
governing body of that section. No approval or disapproval of
the general membership of this section has been obtained.
This
disclaimer shall be filed before the presentation of testimony
with the clerk of the committee or subcommittee before which
testimony is to be presented. Additionally, the disclaimer
must be read at the beginning of any oral testimony before a
committee or subcommittee.
If the
general membership of the section has approved the section's
position, paragraph 2 of the disclaimer may be omitted.
7.11
Amicus Curiae Briefs A section that wishes to enter an
amicus curiae appearance before any court must obtain
prior approval from the Board. The request must be in writing
and must include a synopsis of the question involved, the
posture of the case, the position to be taken in the amicus
appearance, and the anticipated cost of appearing amicus
curiae including lawyer fees, if any. The question
involved must directly or substantially affect admission to
the practice of law, discipline of members of the bench or
bar, the method selecting members of the judiciary or other
questions of substantial interest to the State Bar or section.
If the Board approves the filing of an amicus curiae
brief appearance by a committee, the Bar will pay any costs
for the appearance.
Article
8:
EXECUTIVE
DIRECTOR
8.1 The Executive Director, appointed by and acting under the
supervision of the Board, is the principal administrative
officer of the Bar. The Executive Director also serves as
secretary of the corporation. The Executive Director is
responsible for the day-to-day operations of the Bar
including, without limitation: hiring, managing and
terminating bar personnel; negotiating and executing
contracts; collecting debts owed to the bar and assigning
debts for collection as deemed appropriate; and acquiring
(through purchase or lease), managing and disposing of any
personal property related to the bar’s operations, within the
budget approved by the Board. The Executive Director will
attend all meetings of the Board; will keep the Board informed
of all agenda items with appropriate background information
and staff or committee reports; and will keep a record of the
proceedings of all such meetings. The Executive Director is
responsible for preparing an annual budget for the Board’s
Budget Committee. The Executive Director performs other duties
as directed by the Board.
8.2
Absence of the Executive Director In the absence or
incapacity of the Executive Director, the Board of Governors
will designate the person succeeding to the responsibilities
of authority of the Executive Director and who shall have the
responsibility and authority of the Executive Director
provided in this section. In an emergency, the President will
designate the person succeeding to the responsibilities and
authority of the Executive Director pending approval by the
Board of Governors.
Article
9:
INDEMNIFICATION
9.1 Indemnification of
Directors and Officers
(a)
Generally
The State Bar shall provide indemnification to qualified
indemnities for liability arising out of qualified actions. A
qualified indemnitee is a person who is or was an officer,
member of the Board of Governors, member of the staff of the
State Bar, or is serving at the request or appointment of the
State Bar as a member of any board, committee or subcommittee.
A qualified action is an action in good faith within the
course and scope of the authority expressly or impliedly
delegated by applicable Supreme Court Rule, policy adopted by
the Board of Governors or by the executive director within his
or her authority. Each qualified indemnitee who is party to,
or is threatened to be made a party to, or is involved in any
threatened, pending or completed claim, action, suit, or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the indemnitee or a
person of whom the indemnitee is a legal representative, is or
was a member of the Board of Governors or officer of the State
Bar or a member of a board, committee or sub-committee of the
State Bar formed by the Board of Governors, shall be defended,
indemnified and held harmless by the State Bar to the fullest
extent legally possible under the laws of the State of Nevada,
as amended from time to time, against all expenses, liability,
and losses (including but not limited to attorneys' fees,
judgments, fines, and amounts paid in settlement) reasonably
incurred or suffered by the indemnitee in connection
therewith. Such right of indemnification shall be a contract
right that may be enforced by the indemnitee.
(b)
Cumulative Right
Such right of indemnification shall not be exclusive of any
other right which such member of the Board of Governors,
officer, or representative may have or hereafter acquire, and
without limiting the generality of such statement, each shall
be entitled to his or her respective rights of indemnification
under any agreement, provision of law, or otherwise, as well
as his or her rights under this section of these bylaws.
(c)
Insurance
The Board of Governors may cause the State Bar to purchase and
maintain insurance to protect the State Bar against employee
theft and on behalf of any person who is a member of the Board
of Governors, officer, employee, or agent of the State Bar, or
is serving at the request of the State Bar as a member of a
committee, board, or sub-committee against any liability or
theft against such person and incurred in any such capacity or
rising out of such status, whether or not the State Bar would
have the power to defend and indemnify such person against
such liability.
Article
10:
AMENDMENT
10.1
Amendment of Bylaws Any proposed amendment of the Bar’s
Bylaws requires that the Board be provided with notice and a
copy of the proposed amendment at the Board meeting
immediately preceding the Board meeting at which the Board
votes on the proposed amendment unless two-thirds of the
entire Board waives the notice requirement. The Bar’s Bylaws
may be amended by affirmative vote of a majority of the entire
Board at any regular meeting or at any special meeting of the
Board called for that purpose.
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