Bylaws

Section 1.

The purpose of the Corporation shall be as set forth in the Articles of Incorporation as may be amended or amended and restated from time to time.

Section 1.

To be eligible for membership, an applicant shall be a legal recruitment professional at a law firm within the Philadelphia area, be of good character, have a reputation for ethical conduct and integrity, and must agree to abide by the bylaws of the Corporation. Such member must be so engaged at the time of his or her original application for membership and the person’s law firm recognizes legal recruitment as his or her primary function. A member shall have the right to vote, hold office and serve in any capacity on the committees of the Corporation.

Section 2.

Legal recruitment professionals interested in membership that meet the criteria set forth within these bylaws shall submit their request to any member of the Board of Directors. The member of the Board of Directors will present the rest of the Board of Directors with the request at which time there will be a verification of the membership requirements. If the application has been approved, the applicant will be notified by a member of the Board of Directors of the offer, which will be contingent on payment of membership dues. If the application has been rejected, the applicant will be notified by a member of the Board of Directors.

Section 3.

The Board of Directors may, from time to time, set forth membership eligibility requirements in addition to those set forth in these bylaws.

Section 4.

The Board of Directors or its designees shall approve all persons for membership in the Corporation.

Section 5.

Any rejection for membership shall be communicated to the applicant in writing along with the reasons therefor, and the applicant shall be given an opportunity to produce additional information in writing to the Board of Directors not later than sixty (60) days after receipt by the applicant of such initial decision. Decisions of the Board of Directors made after receipt of such additional information shall be conclusive.

Section 6.

Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership fee or dues provided for herein, the applicant shall become a member of the Corporation entitled to all the rights, privileges and obligations pertaining to the membership granted.

Section 7.

A member may resign by providing written or verbal notice to the Corporation. Such tender of resignation shall be effective immediately, provided that the resigning member is not in any way indebted to the Corporation for fees or otherwise.

Section 8.

The Board of Directors of the Corporation may suspend or expel any member “for cause” at any time, after giving such member the opportunity for a hearing before the Board of Directors. For the purposes of this subparagraph, “for cause” shall include, but not be limited to, any of the following:

(a) Any violation of these bylaws;
(b) Any conduct on the part of the member which is prejudicial to the interests and welfare of the Corporation or its members as determined by the Board of Directors of the Corporation in its sole discretion; or
(c) Non-payment of dues, as provided in Section 9.

Section 9.

When the dues of any member remain unpaid after two official notices, the Treasurer shall send him or her a written notice that he or she is delinquent and that the membership shall cease unless payment is made in full within thirty (30) days of the mailing date of the notice.

Section 10.

Any member suspended or expelled, for reasons other than non-payment of dues, may be reinstated by the affirmative vote of a majority of the members of the Board of Directors present and voting at a regular meeting of the Board of Directors or at a special meeting of the Board of Directors called for such purpose. If a member is suspended or expelled for nonpayment of dues, his/her membership shall be reinstated upon payment of all delinquent dues for that year. The foregoing sentence does not mean that a member who is dropped from the membership rolls in a particular fiscal year must pay delinquent dues for past years if that person again becomes a member of the Corporation in a new fiscal year.

Section 11.

Membership in the Corporation shall not be transferable to another person.

Section 1.

The annual dues for each member shall be determined by the Board of Directors. Dues shall cover the twelve (12) month period corresponding to the Corporation’s fiscal year. Where an applicant is accepted for new membership during the Corporation’s fiscal year, his/her dues for such year shall be prorated or reduced as determined by the Board of Directors.

Section 2.

All dues paid to the Corporation become the property of the Corporation, which shall allocate the operating funds. No portion of the dues paid by any member shall be refundable because of termination of membership of that member. Any funds or property that may be donated to further the work or programs of the Corporation shall become the property of the Corporation, but shall be used for the purpose designated by the donor so long as such purpose is not inconsistent with these bylaws.

Section 1.

All meetings of the members shall be held at such place, within or without the Commonwealth, as the Board of Directors may from time to time determine. The regular meetings of the Corporation shall be held each month, except during July, August, and September.

Section 2.

An annual meeting of the members shall be held at such time and place as the Board of Directors may determine.

Section 3.

Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute or these bylaws, may be called at any time by the Board of Directors of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

Section 4.

The Secretary shall provide written notice of every regular and special meeting of the members, specifying the place, date, and hour and the general nature of the business of the meeting by personal service, or by U.S. mail, postage prepaid, at least two (2) weeks prior to the meeting, unless a greater period of notice is required by statute, to each member entitled to vote thereat.

Section 5.

At least fifty percent (50%) of the members of the Corporation present in person at a meeting of the members shall be requisite for and shall constitute a quorum at all meetings of the members for the transaction of business. The members present in person (or voting under procedures determined by the Board of Directors by mail, fax or other written means) at a duly convened meeting can continue to do business until adjournment, notwithstanding withdrawal of enough voting members to leave less than a quorum.

Section 6.

When a quorum is present or represented at any meeting, the vote of a majority of those members present in person (or voting under procedures determined by the Board of Directors by mail, fax or other written means) shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law or of these bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 7.

Each member shall, at every meeting of the members, be entitled to one vote in person.

Section 8.

Any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.

Section 9.

Only members in good standing shall be eligible to vote. Only members are eligible to hold office and serve as committee chairpersons.

Section 1.

The members of the Corporation who are in compliance with all provisions of these bylaws shall be eligible to serve on the Board of Directors of the Corporation.

Section 2.

The Board of Directors may, by a vote of not less than a majority of the authorized number of directors, increase or decrease the number of directors from time to time, without a vote of the members, provided, however, that any such decrease shall not eliminate any director then in office.

Section 3.

Officers and directors shall serve for a term of one (1) year. All terms will expire on the date determined by the Board of Directors.

Section 4.

Successors to these directors shall be elected at the close of their respective terms of office for a term of one (1) year and these directors shall serve until their successors are elected and shall have qualified or until the earlier of their resignation, removal or death.

Section 5.

Should a vacancy of a director occur, the President shall, with the approval of the Board of Directors, appoint a nominee to complete the unexpired term.

Section 6.

The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these bylaws directed or required to be exercised and done by the members.

Section 7.

The Board of Directors shall have the responsibility to develop plans, objectives, and purposes for the Corporation; approve standing and ad hoc committees in line with the objectives of the Corporation and in order to implement the Corporation programs; review the recommendations of these committees; and approve the date, location, format and program of educational offerings which the Corporation may conduct. The actions of the Board of Directors shall at all times be in conformity with the bylaws of the Corporation.

Section 8.

The meeting of each newly elected Board of Directors shall be held at the same place as, and immediately following, the annual meeting of the members, unless the Board of Directors shall otherwise fix the time and place of such meeting, in which case such meeting shall be held at the time and place so fixed. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute such meeting, provided that a majority of the whole Board of Directors shall be present.

Section 9.

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the Board of Directors at a duly convened meeting, or by unanimous written consent.

Section 10.

Special meetings of the Board of Directors may be called by the President.

Section 11.

At all meetings of the Board of Directors a majority of directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as may be otherwise specifically provided by law.

Section 12.

One or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 13.

If all the directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid an action as though it had been authorized at a meeting of the Board of Directors.

Section 14.

Officers and directors shall automatically forfeit their office if they lose eligibility for or are expelled from membership. Officers and directors are subject to removal by vote of half (50%) of the Board of Directors for failure to fulfill the duties of the office.

Section 1.

Notices to directors and members shall be in writing and delivered personally or mailed to the directors and members at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice may also be given by fax. Notices shall state the purpose or purposes of the meeting, and business transacted at any special meeting of the Board of Directors or of the members shall be limited to the purposes set forth in the notice therefor.

Section 1.

Officers. The Board of Directors shall appoint a president, vice-president, secretary, treasurer, and such other officers as may be established by the Board of Directors. Such officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

Section 2.

Term. Unless otherwise provided by resolution of the Board of Directors, each officer shall hold office for a term of one (1) year, to serve until his or her successor is elected or until his or her death, resignation or removal. Vacancies among the officers may be filled, and new offices may be created and filled, by the Board of Directors.

Section 3.

Resignation. In the event that an elected officer or voting director is no longer working in the field of legal recruitment, such officer or director shall submit a letter of resignation to the Board of Directors. The Board of Directors will determine by majority vote whether to accept the resignation or request the individual to continue to serve for the remainder of his or her term.

Section 4.

President. The president shall be the chief executive officer of the Corporation and shall preside over all meetings of the Board of Directors and of the members. The president shall have the general management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president shall be the ex officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.

Section 5.

Vice President. The vice president shall perform the duties and exercise the powers of the president during the absence or disability of the president.

Section 6.

Secretary. The secretary shall preserve in the books of the Corporation minutes of the proceedings of all meetings of the members and Board of Directors. The secretary shall have authority to affix the seal of the Corporation to all instruments where its use is required. The secretary shall give all notices required by statute, these bylaws or resolution and shall perform any other duty as may be delegated by the Board of Directors.

Section 7.

Treasurer. The treasurer shall keep in the books belonging to the Corporation full and accurate accounts of all receipts and disbursements and shall deposit all monies, securities and other valuable effects in the name of the Corporation in the depositories designated for that purpose by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors and shall deliver to the president and directors at the regular meetings of the Board of Directors, and whenever requested by them, an account of all transactions of the treasurer and of the financial condition of the Corporation.

Section 8.

Committees. The Board of Directors shall have the power to appoint one or more committees which shall have and exercise the authority as set forth in the resolution of the Board when appointing the respective committee.

Section 1.

Liability of Directors and Members. No director or member shall be personally liable to pay monetary damages for any action which the director or member, as the case may be, has taken or failed to take unless, in the case of a director, such director has breached or failed to perform the duties of a director under Section 5712 of Title 15 of the Pennsylvania Consolidated Statutes, and the breach or failure to perform such duties constitutes self-dealing, willful misconduct, or recklessness. This relief from liability shall not apply to any criminal statute or for the payment of taxes pursuant to local, state or federal law. No amendment or repeal of this provision shall affect the liability of a director for any act or omission of the director prior to such amendment or repeal nor shall this section in any way limit or diminish any right of indemnity, defense, or other relief, whatsoever, otherwise available to a director.

Section 2.

Indemnification. The Corporation shall, to the extent legally permissible, indemnify any present or former director, member, officer, or committee member of the Corporation engaged in its business through committee service or otherwise, including service by reason of status as an officer, or director at the request of the Corporation in the capacity of a director, member, officer, committee member, employee or representative of another enterprise, for expenses, including attorneys’ fees, judgments, fines, penalties and costs actually and necessarily incurred by the person so indemnified in connection with the defense or settlement of any pending or threatened action, suit or proceeding to which such person is made a party by reason of the status described above, if the person so indemnified acted in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. With regard to derivative actions, no indemnification shall be made in respect to any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Corporation unless a Court of appropriate jurisdiction shall order otherwise. In the case of any such person who serves without compensation other than reimbursement for actual expense, indemnification shall only be withheld if it shall have been adjudged that the conduct of such person fell substantially below the standards generally practiced and accepted in like circumstances by similar persons performing the same or similar duties and unless it is shown that the person did an act or omitted the doing of an act which the person was under a recognized duty to another to do, knowing or having reason to know that the act or omission created a substantial risk of actual harm to the person or property of another, unless a court of appropriate jurisdiction shall order otherwise.

Section 3.

Other Rights. The indemnification described in Section 2 of this Article shall not be deemed exclusive of any right to which those indemnified may be entitled under the Articles of Incorporation of the Corporation, these bylaws or any agreement, vote of the Board of Directors, insurance purchased by the Corporation or otherwise, and such indemnification may be made in advance of the final disposition of any matter described here and upon the receipt of an undertaking by the person being indemnified to repay the Corporation if it be ultimately determined that such person was not entitled to such indemnification.

Section 4.

Full Powers. The Corporation intends to retain the full powers granted to it in relation to matters concerning indemnification by the statutory provisions of Pennsylvania law and nothing contained herein shall be construed as a limitation upon those statutorily granted powers.

Section 5.

Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, member, officer, committee member, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, member, officer, committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against said person and incurred by said person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify said person against such liability.

Section 1.

The fiscal year of the Corporation shall begin each year on October 1.

Section 2.

The Board of Directors shall present annually to the members a report, verified by the President or by a majority of the directors, showing in appropriate detail the following: (i) The assets and liabilities of the Corporation as of the end of, and the principal changes therein during, the immediately preceding fiscal year; (ii) The revenue and expenses of the Corporation for the immediately preceding year; and (iii) The number of members as of the date of the report, together with a statement of increase or decrease in such number for the immediately preceding year and the location where the names and addresses of current members may be obtained. The annual report shall be filed with the minutes of the annual meeting of members.

Section 1.

These bylaws may be amended, only after recommendation of such amendment by the Board of Directors and approval (a) by a majority vote of the members present and voting at a special meeting called for such purposes, a regular meeting, or the annual meeting, (b) by a majority vote of those eligible voting members in good standing of the Corporation by mail ballot.

Section 2.

To the extent permitted by law, these bylaws may also be altered, amended or repealed by a majority vote of the Board of Directors at any regular or special meeting duly convened after notice to the members of the Board of Directors of that purpose, subject always to the power of the members to change any such action.

Section 1.

Upon dissolution, any assets of the Corporation remaining after payment of just debts shall be paid to an organization or organizations which are exempt from federal income tax under Section 501(c)(6) of the Code as determined by the Board of Directors of the Corporation; failing such designation, the Court of Common Pleas for the county in which the principal office of the Corporation is located shall determine the disposition of the net assets of the Corporation consistent with the Corporation’s exempt purposes.