Bylaws of the Board of Governors of the State Bar Of Nevada

Article 1

NAME

1.1 The name of this organization shall be the "State Bar of Nevada" (the "State Bar"). The State Bar is a public corporation created by statute to govern the legal profession in the State of Nevada under the exclusive jurisdiction and control of the Supreme Court of Nevada. (Special Session 1928 (Chap. 13) Stats. 1928-29; N.R.S. 7.275(1); S.C.R. 76).

Article 2

PURPOSES

2.1 The purposes of the State Bar shall be:

(a) to govern the legal profession in Nevada as provided in N.R.S. 7275(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: C.L.E.);

(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 do such other things as necessary and proper to accomplish the purposes of the State Bar as enumerated.

Article 3

BOARD OF GOVERNORS

3.1 Members of the Board of Governors shall be members of the State Bar. Bar Governors will hold office until their successors are elected and qualified.

3.2 Composition. The Board of Governors of the State Bar shall be composed of 15 members to be elected as follows:

(a) nine members shall reside in and be elected from District No. 1, which shall consist of Clark County;

(b) one member shall reside in and be elected from District No. 2, which shall consist of the counties of White Pine, Elko, Eureka, Churchill, Lander, Humboldt, Lyon, Lincoln, Douglas, Mineral, Nye, Esmeralda, Pershing and Storey;

(c) one member shall reside in and be elected from District No. 3, which shall consist of Carson City; and

(d) four members shall reside in and be elected from District No. 4, which shall consist of Washoe County.

3.3 Terms. The terms of office of the members of the Board of Governors shall be staggered. Each Bar Governor shall be elected for a term of two years. No attorney may serve on the Board of Governors for more than a lifetime total of eight years. The time served in filling a vacancy for part of a term shall not be included in computing the eight-year lifetime
limit, nor shall the eight-year lifetime limit preclude a member of the Board who serves as president-elect during his or her eighth year from thereafter serving as president.

3.4 Elections. Members of the Board of Governors shall be elected as provided by the Supreme Court Rules.

3.5 Duties of the Board of Governors. The Board of Governors shall:

(a) be charged with the executive functions of the State Bar and the enforcement of provisions of those Supreme Court Rules applicable to those functions of the State Bar;

(b) have prepared annually a statement showing the total amount of receipts and expenditures of the State Bar for the twelve (12) months preceding as provided by Supreme Court Rules;

(c) conduct an annual meeting with the State Bar at a time and place designated by the Board as provided by Supreme Court Rules;

(d) develop internal audit controls consistent with guidelines set by the Supreme Court;

(e) adopt regulations governing travel and expenses paid for State Bar officials and employees consistent with guidelines set by the Supreme Court;

(f) establish and adhere to a policy relating to the purchases of supplies, equipment and services consistent with guidelines set by the Supreme Court.

3.6 Powers of the Board of Governors. The Board of Governors, in the name of the State Bar, shall have the power to:

(a) maintain a commercial banking account or savings account or both to deposit therein funds of the State Bar, and to invest funds of the State Bar as provided by Supreme Court Rule, and to make appropriations and disbursements from such funds to pay all necessary expenses for effectuating the stated purposes, but no member of the Board shall receive any compensation other than his or her necessary expenses connected with the performance of his or her duties as a member of the Board;

(b) establish, publish and maintain a journal and pay necessary expenses in connection with the same;

(c) receive membership fees, bar application fees, advertising, revenue and such fees in connection with the publication of the journal, and other fees in connection with the administration of the State Bar, and shall promptly deposit the same in a State Bar commercial or savings account or invest as provided by rule;

(d) appoint such committees, officers and employees as may be deemed necessary or proper, and fix and pay salaries and necessary expenses;

(e) subject to the laws of this State and the Supreme Court Rules, formulate and declare rules and regulations necessary or expedient for the implementation of Supreme Court Rules and fix the time and place of the annual meeting of the State Bar, or special meetings thereof;

(f) with the approval of the Supreme Court of Nevada, formulate and enforce rules of professional conduct for all members of the State Bar of Nevada;

(g) subject to the laws of this State and the Supreme Court Rules, govern the admission of members to the practice of law in Nevada;

(h) aid in the advance of science of jurisprudence and in the improvement of the administration of justice, to promote reform in the law and in judicial procedure, to uphold and elevate the standard of honor, of integrity and of courtesy in the legal profession, to encourage higher and better education for membership in the profession, and to promote a spirit
of cordiality and true friendship among the members of the Bar;

(I) establish a clients' security fund as provided in Supreme Court Rule 86.5.

3.7 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 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) ensure the establishment of a system for equitable and effective hiring, evaluation, compensation, and termination of employees;

(h) monitor and evaluate the effectiveness of the State Bar;

(I) ensure an adequate working environment for staff members;

(j) establish committees to make recommendations to the Board of Governors and help carry out responsibilities;

(k) delegate authority to the staff through the executive director;

(l) appoint members to various committees;

(m) delegate to the executive director the responsibility for all
administrative functions.

3.8 Officers of the Board of Governors. The officers of the State Bar of Nevada shall be members of the Board of Governors and include a president, president-elect, and vice-president. The Board of Governors shall appoint an executive director who will also serve as treasurer. The officers of the State Bar shall be elected from the membership of the Board of Governors by
the Governors. The president-elect and vice-president shall be elected at the annual meeting. After serving one year the president-elect succeeds the president and shall become president at the next annual meeting following his or her election as president-elect. In event of a vacancy in the office
of president-elect the vice-president shall assume the office of
president-elect but otherwise the term of vice-president shall expire after a one-year term.

3.9 Presiding officer. The president shall preside at all meetings of the State Bar and of the Board of Governors. In the event of the president's absence or inability to act, the president-elect shall preside. The president shall also serve as the official spokesperson for the State Bar and provide visionary leadership.

3.10 Past presidents as ex officio members of the Board of Governors. All past presidents 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 the year succeeding the termination of his or her term as president in accordance with the reimbursement policy for all Board members.

Article 4

MEETINGS OF THE BOARD OF GOVERNORS

4.1 Regular and special meetings. The regular meetings of the Board of Governors shall be held quarterly at a time and place designated by the president and upon notice by the executive director. The Board of Governors shall hold special meetings upon the call of the president or upon written request of five Governors as provided by Supreme Court Rule.

4.2 Place. The meetings of the Board of Governors shall be held at such place or places within or without the State of Nevada.

4.3 Quorum. At meetings of the Board of Governors the presence of a majority of Governors shall constitute a quorum for the transaction of any business of the Board, except that less than a quorum may adjourn from day to day.

4.4 Annual meeting. The Board of Governors shall conduct an annual meeting presided over by the president of the State Bar between January 1 and December 1 of each year within the provisions of the Supreme Court Rule.

4.5 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.

Article 5

COMMITTEES

5.1 Standing Committees. Standing committees of the Board of Governors shall include:

(a) Operations 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 recommendations to the Board of Governors as necessary.

(b) Audit and 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. 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;

7. review and approve the investment of State Bar funds;

8. monitor performance of the investment of State Bar funds;

9. make appropriate recommendations to the Board of Governors as necessary.

(c) 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 intra-budget transfers and budget amendments for approval by the Board of Governors;

3. monitor the implementation of the operating budget.

(d) 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.

5.2 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.

Article 6

SECTIONS

6.1 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 respecting 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.

6.2 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.

6.3 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.

6.4 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.

6.5 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.

6.6 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.

6.7 Section budgets. Each year a section shall submit its proposed budget to the Board of Governors for approval.

6.8 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 C.L.E. Director of the State Bar. The C.L.E. Director shall have the responsibility of approving any continuing legal education activity sponsored by a section.

6.9 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.

Article 7

EXECUTIVE DIRECTOR

7.1 The Board of Governors shall employ an executive director as required by Supreme Court Rule, with such duties as may be required by Rule as the chief administrative employee of the State Bar and with such other duties as may be established by the Board of Governors and its policies, resolutions and other actions.

7.2 Responsibilities regarding the Board of Governors. With respect to the operations of the Board of Governors itself the executive director shall:

(a) at the direction of the president or of a relevant committee, prepare and distribute the agenda and necessary documentation for all meetings of the Board of Governors;

(b) record, prepare and index the official minutes of the Board of Governors;

(c) preserve all official documents, correspondence and proceedings of the Board;

(d) maintain custody of the official seal of the State Bar, attesting and affixing it to all documents executed in the name of the Board of Governors;

(e) make preparations, including the Board of Governors travel
arrangements, for all meetings of the Board of Governors;

(f) keep current the official copy of these bylaws;

(g) as directed by the Board of Governors, establish routine reporting mechanisms to the Board and prepare special reports to the Board;

< P>(h) carry out other policies as adopted by the Board.

7.3 Executive responsibilities. The executive director is the chief
executive officer of the State Bar and is responsible to the Board of Governors for the general administration of the State Bar in accordance with Supreme Court Rules and policies adopted by the Board. The executive director shall:

(a) manage the operations of the State Bar;

(b) assume managerial responsibility and leadership for the planning, operation, supervision and evaluation of programs and services;

(c) assume authority and responsibility for the selection, evaluation, promotion and dismissal of all State Bar personnel except as provided by Supreme Court Rule;

(d) prepare and submit an annual operating budget for consideration by the Board of Governors;

(e) prepare recommendations for policies considered by the Board of Governors and oversee the implementation of adopted policies;

(f) organize the operation of the State Bar to accommodate its mission;

(g) perform other such tasks as directed by the Board of Governors.

7.4 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 8

MISCELLANEOUS ORGANIZATIONAL PROVISIONS

8.1 Custody of State Bar assets. The custody of the assets of the State Bar shall be in accordance with policies and resolutions adopted by the Board of Governors and applicable Supreme Court Rules.

8.2 Budget and fiscal year. The operating budget of the State Bar as adopted by the Board of Governors may be amended by the Board in subsequent regular, special or emergency meetings. The State Bar fiscal year shall begin January 1 and shall end the following December 31.

8.3 Authority to act for the State Bar. The Board of Governors delegates authority for the following matters:

(a) contracts for the purchase of goods and services, to the executive director or his/her designee in accordance with the budget, resolutions and policies adopted by the Board;

(b) the execution of vouchers for payment of State Bar funds, in accordance with the resolutions and policies of the Board.

8.4 Personnel policies. State Bar personnel policies are governed by a personnel handbook issued by the executive director and revised from time to time, in compliance with Board policies and Supreme Court Rule. The State Bar is an at-will employer.

8.5 Rule of order. The conduct of all meetings of the Board of Governors of the State Bar of Nevada, or any committees or subcommittees thereof, shall be governed by the latest edition of Robert's Rules of Order.

8.6 Amendment of bylaws. These bylaws may be amended by a two-thirds vote of present members at any meeting of the Board of Governors for which notice of consideration of the proposed amendment has been properly given.

8.7 Indemnification of directors and officers.

(a) Generally. The State Bar shall provide indemnification to qualified indemnitees 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 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.

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Las Vegas, NV  89104
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