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BYLAWS
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BYLAWS OF THE DEPARTMENT OF ENERGY CONTRACTOR ATTORNEYS ASSOCIATION
(Incorporated under the District of Columbia Nonprofit Corporation Act) ARTICLE I--NAME The name of the corporation shall be the Department of Energy Contractor Attorneys' Association (DOECAA, Inc.), hereafter referred to as "Association." The Association is incorporated under the District of Columbia Nonprofit Corporation Act (the "Act"). ARTICLE II--PURPOSE The Association is organized and operated to assist Department of Energy prime contractor and first tier subcontractor attorneys, through the identification, clarification and resolution of legal issues affecting their legal representation by: (a) fostering and promoting education and advancing knowledge in the history, theory, practice, administration and policy of the law insofar as it relates to matters involving or affecting DOE contractors generally; (b) publishing or exchanging information with respect to legal issues of general interest to DOE contractor attorneys; and (c) such other and further means as may be appropriate and proper to accomplish the aforesaid purposes, including the raising of funds through grants, gifts, devises, bequests or otherwise for the carrying out of such purpose. ARTICLE III--MEMBERSHIP SECTION 1. CLASSES OF MEMBERSHIP. There shall be three (3) classes of membership: (a) Members, (b) Associate Members, and (c) Founding Members. SECTION 2. MEMBERS: Each Member shall be a licensed attorney in good standing who currently is either (a) is employed as an in-house counsel for a DOE prime contractor or first tier subcontractor to regularly handle its legal affairs, or (b) is a private practitioner engaged by a DOE prime contractor or first tier subcontractor to handle its legal affairs. Each individual seeking to become a Member may submit his or her name, in writing, to the DOECAA, Inc. Secretary, along with payment of the Membership dues. SECTION 3. ASSOCIATE MEMBERS. Subject to such additional requirements as may be established by the Board of Directors, other individuals in the DOE prime contractor and first tier subcontractor community who have a bona fide interest in and support the work of the Association may become an Associate Member by making written application for Associate Membership to the DOECAA, Inc. Secretary, along with payment of the annual dues for Associate Membership. Associate Members may attend all regular and special meetings of Members of the Association, but shall not have the right to vote, to hold office, or to be elected to the Board of Directors. SECTION 4. FOUNDING MEMBERS. Those who meet the eligibility requirements for either "Member" or "Associate Member" may elect to be a "Founding Member." Names of the Founding Members will appear on all official MOCAA, Inc. stationery and formal documents. Founding Members shall also be entitled to such other rights and privileges as may be determined appropriate by the Board of Directors at the Spring 2001 meeting of the Board of Directors. ARTICLE IV--FINANCE SECTION 1. FISCAL YEAR. The fiscal year of the Association shall be from September1st through August 31st. SECTION 2. INCOME. Income may be derived from membership dues, if any, and from such other sources as the Board of Directors may approve. SECTION 3. DUES. Dues for membership are $50.00 annually for Members and Associate Members. The amount of such dues determined by the Board of Directors may be prorated, increased, decreased or otherwise modified or eliminated by the Board to fit the needs of the Association, as it deems appropriate and necessary. ARTICLE V--BOARD OF DIRECTORS SECTION 1. AUTHORITY OF BOARD OF DIRECTORS. The responsibility for the management and general conduct of the affairs of the Association shall be vested in the Board of Directors, which shall have the full power and authority to do all acts and perform all functions which the Association might do or perform, except it shall not have the power to modify the substance of official action taken by the Membership, to amend the Articles of Incorporation or to take any action reserved to the Members under the Act. SECTION 2. DIRECTORS AND TERMS OF OFFICE. (a) The Board of Directors shall consist of the President, Secretary, and Treasurer (see Article VI, below), and three (3) Directors-at-Large, specifically elected from the Membership at the Annual Meeting of the Members as hereinafter provided. (b) Terms of office of a Director not specified elsewhere in these Bylaws shall be for three (3) years each. However, at the first Annual Membership Meeting, the first three Directors-at-Large shall be elected for staggered terms, as follows: one individual for a one-year term, one individual for a two-year term, and one individual for a three-year term. Thereafter, each Director-at-Large shall be elected for a three-year term, and one (1) Director-at-Large shall be elected at each annual meeting of the membership. Each Director shall hold office until his or her successor shall have been duly elected and shall have qualified. SECTION 3. MEETINGS OF BOARD. (a) At least one regular meeting of the Board of Directors shall be held each year. This regular meeting shall be held immediately preceding and at the same place selected for the Annual Meeting of the Association. (b) In addition, Special Meetings may be held on the call of the President at such time and place as he or she shall select, giving all required notices at least ten (10) days in advance of such meeting. Special Meetings of the Board of Directors may also be called by the Secretary at the written request of any four Directors. The Secretary, when required to call a special meeting of the Board of Directors, may fix any place as the place for holding such special meeting, and shall give ten (10) days advance written notice of the time, place and object of such meeting to the Directors. SECTION 4. QUORUM. A quorum at any meeting of the Board of Directors shall consist of a majority of the Directors. SECTION 5. PARTICIPATION IN MEETINGS BY TELEPHONE. At any meeting of the Board of Directors, any one or more of the directors of the Board may participate by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. SECTION 6. UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all directors of the Board consent thereto in writing. The written consents to each such action shall be filed with the minutes of the proceedings of the Board. SECTION 7. EXECUTIVE DIRECTOR. The Board of Directors may appoint an Executive Director for the Association. The terms of appointment, including salary and other benefits, if any, shall be as determined by the Board of Directors. ARTICLE VI--OFFICERS SECTION 1. ELECTED OFFICERS. The officers of the Association shall consist of the President, Secretary, Treasurer, and Chief Operating Officer. Except as specifically set forth in these Bylaws, one of the Officers shall be elected by the Members at each Annual Meeting of the Membership. SECTION 2. TERMS OF OFFICE. The President, Secretary, Treasurer, and Chief Information Officer shall be elected for terms of three (3) years each. However, at the First Annual Membership Meeting, the President, Secretary, and Treasurer shall be elected to terms of three (3), two (2), and one (1) years, respectively. Thereafter, one Officer will be elected by the Members at each Annual Meeting of the Membership, to hold office for a term of three (3) years each. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified. SECTION 3. DUTIES AND RESPONSIBILITIES. (a) The President shall preside at all meetings of the Association and of the Board of Directors and shall perform all duties ordinarily incident to the office. The President shall recommend such actions to the Association and to the Board of Directors as he or she deems proper. The President shall be an ex-officio member of each standing committee of the Association. (b) The Secretary shall supervise recording and publishing of the minutes of the meetings of the Board of Directors and the Members, shall approve and direct the dispatch of required and proper notices, and shall be the officer in charge of the Association's official files and records. The Secretary shall perform such other duties as may be assigned by the Board of Directors. (c) The Treasurer shall supervise the receipt, disbursement and investment of all funds of the Association, in a manner approved by the Board of Directors. The Treasurer shall be an ex-officio member of the Finance Committee, if any. The Treasurer shall perform such other duties as may be assigned by the Board of Directors. (d) The Chief Information Officer shall provide communication to the Members on matters affecting, or are otherwise of interest to, the Association, including business actions of the Association and other matters as directed by the Directors. The Chief Information Officer shall be ex officio to the Board of Directors. ARTICLE VII--COMMITTEES SECTION 1. EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of the President, the immediate Past President (if any), the Secretary and the Treasurer. During the intervals between meetings of the Board of Directors, the Executive Committee shall have all the powers vested in the Board of Directors by law or by these Bylaws in the management of the property, business and affairs of the Association, provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors to elect, appoint or remove any officer or Director, or to amend or repeal the Articles of Incorporation of the Association or these Bylaws, or to act on any matter which under these Bylaws or the Act is vested exclusively in the Board of Directors or the Membership and may not be exercised by any committee of the Board of Directors. The Executive Committee may exercise all such powers in such manner as it shall deem in the best interests of the Association in all cases in which specific directions shall not have been given by the Board of Directors. Any action taken by the Executive Committee shall be subject to revision or alteration by the Board of Directors, provided, however, that such revision or alteration shall not affect any action taken by an officer or employee of the Association or by any third party or any rights or third parties which shall have vested in reliance upon any action or direction of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum. The Executive Committee shall keep a record of all action taken by it, and shall report such action to the Board of Directors at its next meeting. Any action which may be taken at a meeting of the Executive Committee 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 of the Executive Committee entitled to vote with respect to the subject matter thereof. SECTION 2. OTHER COMMITTEES. The President, with the approval of the Board of Directors, shall from time to time appoint such standing or special committees as shall be deemed necessary to carry on the activities of the Association and to further its objectives. No such committee shall have the full authority of the Board of Directors. ARTICLE VIII--ELECTIONS AND VACANCIES SECTION 1. NOMINATIONS AND ELECTIONS. It is anticipated that at least one (1) Officer and one (1) Director-at-Large will be elected at each Annual Membership Meeting. Officers and Directors shall be nominated for each open position by the Members before the Business Session of the Annual Meeting of the Membership. The nominations shall be in writing and submitted to the President no later that the time established for the opening of the Business Session. The slate of nominees for each open position shall be announced at the beginning of the Business Session. Elections shall be by voice vote where there is but one nominee. Where there are two or more nominees for a position, the Secretary shall prepare, distribute, collect and count written ballots at the meeting at which the election is to take place according to such procedures as shall seem to the Board of Directors to be fair and proper. The Secretary shall promptly report election results to the President, who shall announce the results. SECTION 2. VACANCIES. Any vacancies occurring in the offices of President, Secretary or Treasurer or on the Board of Directors may be filled either by the Membership or the Board of Directors, with such appointee to serve out the unexpired term of his or her predecessor. SECTION 3. CONTINUATION IN OFFICE. An officer or Director who ceases to meet the eligibility requirements of Membership in accordance with Article III, Section 2, of these Bylaws during his or her term of office may, with the specific approval of the Board of Directors, continue to hold office until the completion of the term for which he or she was elected, or in the case of the Vice President, until the completion of the term as President. ARTICLE IX--MEETINGS OF THE ASSOCIATION SECTION 1. ANNUAL MEETING. An Annual Meeting of the Membership of the Association shall be held at least once each year. The time and place of such meeting shall be designated by the Board of Directors as early as possible, but not less than sixty (60) days prior thereto. The mailing of such information to each Member and Associate Member at the address listed on the records of the Association shall constitute compliance with this section. SECTION 2. SPECIAL MEETINGS. Special meetings of the Members may be called by the President and shall be called by the Secretary on request of any five (5) Members in a writing which states the purposes of such meeting. Members shall be given at least ten (10) and not more than sixty (60) days advance written notice of the time, place, and purposes of such meeting. The mailing of such information to each Member to the addresses listed on the records of the Association, shall constitute compliance with this section. SECTION 3. QUORUM. A quorum of any meeting of the Association shall be comprised of those present at the meeting. ARTICLE X--PARLIAMENTARY AUTHORITY Such rules and procedures as seem to the Board of Directors to be fair and proper may be used to govern meeting, including the latest edition of Robert's Rules of Order insofar as rules or procedures are applicable and not inconsistent with the Articles of Incorporation of the Association or these Bylaws. ARTICLE XI--INDEMNIFICATION The Association may indemnify any director, officer, employee, agent or member, or any person who may have served on behalf of the Association at its request or by its election as a director or officer of another association or corporation, whether for profit or not for profit, to the fullest extent to which nonprofit corporations are empowered to indemnify such persons under the Act as it may, from time to time, be amended. Indemnification shall include expenses actually incurred by the person in connection with the defense of any action, suit, or proceeding in which the person is made a party by reason of being or having been such director, officer, employee, agent or member, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The Board of Directors shall have the authority to implement the provisions of this Article and impose reasonable conditions upon the right to such indemnification. This Article shall not be deemed to limit any power of the Association or the Board of Directors to provide any additional or other indemnity to any other person. ARTICLE XII--BYLAWS The Bylaws may be adopted, repealed or amended at any meeting of the Board of Directors or the Members by a majority vote of the Board or the Members, as the case may be, provided that any proposed amendment to the Bylaws shall have been given at least thirty (30) days prior to any meeting of the Board of Directors or the Members, as the case may be. ARTICLE XIII--AMENDMENTS TO ARTICLES OF INCORPORATION The Articles of Incorporation may be amended by a majority vote of the Members present at any meeting of the Membership, provided that any such proposed amendment shall have been filed in writing with the Secretary at least thirty (30) days prior to the meeting. The Secretary shall in writing promptly submit such proposed amendment to the Board of Directors. The Board of Directors shall submit in writing its recommendation for approval or disapproval of such proposed amendment to the Membership prior to the meeting. The Board of Directors of its own volition may propose amendments to the Articles of Incorporation for consideration by the Membership. |
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