State Bar of Wisconsin

Article II Membership

2.1 Eligibility. Every member of the State Bar who is 60 years or older shall be eligible for membership in the Division.

2.2 Initiation of Membership.

(a) All persons eligible under section 2.1 of these bylaws shall be accorded automatic membership in the Division. Membership accorded under this subsection may be refused or resigned in accordance with section 2.5(b) of these bylaws.

2.3 Membership Dues. The Board of Directors is empowered to establish membership dues by resolution, with the approval of the Board of Governors.

2.4 Voting. Voting and privileges of the floor at any meeting of the Division shall be limited to members in good standing as determined by the most recent membership list certified to the Division Secretary by the State Bar of Wisconsin.

2.5 Termination of Membership. Membership in the Division shall terminate voluntarily upon the Secretary's receipt of a member's written resignation of membership. The Board of Directors may, by resolution, provided for termination of membership for nonpayment of dues.

2.6 Reinstatement. Any person eligible under section 2.1 of these bylaws, whose membership has lapsed or has been terminated, may be reinstated to membership

by submission to the Secretary of a written request for membership, together with any unpaid dues accrued prior to termination of membership.

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Article III Board of Directors

3.1 Composition. The Board of Directors shall be composed of six members of the Division to be elected by the Division membership. The officers of the Division shall automatically be members of the Board during their terms as officers.

3.2 Duties. The Board of Directors shall have general supervision and control of the affairs of the Division.

3.3 Election and Terms of Directors. Three members shall be elected for two-year terms by the membership of the Division in odd numbered years. Three Board members shall be elected for two-year terms by the membership of the Division in even numbered years. Directors shall serve no more than three 2-year terms.

3.4 Meetings. Meetings of the Board of Directors may be called by the President and shall be called by the Secretary upon the written request of any three members of the Board. The Board, at any duly held meeting, may itself schedule future meetings. At least two weeks notice of meetings shall be given all members of the Board. The presence of any three members of the Board at any duly called meeting shall constitute a quorum for the transaction of business.

3.3 Failure to Attend. If any member of the Board of Directors shall fail to attend three meetings of the Board in any consecutive 12-month period, the office held by such member shall be vacated at the next Board meeting following the third absence, unless a majority of the Board members present and voting at said meeting shall vote otherwise.

3.4 Vacancies. Any vacancies on the Board of Directors may be filled by interim appointment by the President. This appointment shall be effective until the next annual meeting at which time this position shall be filled by election. In the event the President does not make such appointment, the vacancy may be filled by interim appointment by majority vote of Board members present and voting.

3.5 Mail Balloting. The President may, and the Secretary shall at the request of any three members of the Board, submit any issue or question to the Board members by mail, fax, email or any other generally accepted electronic mail ballot which shall include the question or questions to be voted upon and a clear statement or explanation of the same. This provision of the Bylaws shall only by used when it is not convenient to submit such questions or issues at a meeting of the Board. Such responses shall be effective if received by the Secretary by facsimile.

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Article IV Officers

4.1 Eligibility and Composition. The officers of the Division shall be chosen from the general Division membership. The officers of the Division shall be: President, President-elect, Immediate Past President, Secretary and Treasurer.

4.2 Duties of officers:

(a) President. The President shall preside at all meetings of the Division and of the board of directors and shall perform other duties and acts usually pertaining to this office. The president shall prepare a report of the activities of the Division for the past year for presentation at the annual meeting of the Board of Directors and for submission to the Board of Governors. The President or Treasurer shall certify vouchers for payment.

(b) The president-elect shall perform the duties of the president at any time the president is unable to perform such duties. The president-elect shall perform such other duties as may be assigned by the president.

(c) The immediate past-president shall advise the president as requested, shall perform such other duties as may be assigned by the president and shall serve as the Division's voting representative on the Board of Governors of the State Bar of Wisconsin.

(d) Secretary. The Secretary shall keep a true record of the proceedings of all meetings, shall be the custodian of all books, papers, documents and other property of the Division and shall perform such other duties as may be assigned by the President.

(e) Treasurer. The Treasurer shall be responsible for preparation of an annual budget, shall keep a true record of all receipts and disbursements of the Division and shall perform such other duties as may be assigned by the President.

4.3 Election of Officers and Directors.

(a) Nominating: On or before the last day of November of each year, the president of the division shall appoint a nominating committee of five members, with the approval of the board of directors, to nominate candidates to the offices and directorships to be voted on at the next annual election. The president shall designate one member of the committee as chairperson. The nominating committee shall include at least one person who was previously president of the division and at least one person who is a member of the board of directors.

(b) The nominating committee shall inform all candidates nominated and the secretary of the division of the names of the candidates to appear on the ballot on or before the 1st day of February in the year of the election.

(c) The division president shall cause a notice to be published in the December “State Bar Newsletter” informing the members of the division as to forthcoming vacancies in offices and directorships and that any person interested in seeking any of the foregoing positions should indicate that interest to the nominating committee before January 15th of that year. The nominating committee may seek nominees and may nominate any qualified division member regardless of application.

(d) The Senior Lawyers Division shall provide an opportunity, under rules established by the nominating committee, for all candidates for offices and directorships vacancies to communicate, at division expense, a written statement to the division members.

(e) No ballots shall be mailed if the election is uncontested.

(f) Voting list for contested election: On the second Friday of April in each year, the voting list shall close for the election in that year. Every emeritus and active dues paying member of the division on that date shall be entitled to vote.

(g) Mailing of ballots for contested election: On or before the second Friday of April in each year, the State Bar staff shall prepare and mail a ballot to each member of the division entitled to vote at the annual election. The ballots may be sent with the ballots mailed by the staff of the State Bar of Wisconsin for the general election of the State Bar. The ballot sent to persons entitled to vote shall contain the names of the nominees for the offices of division president-elect, secretary, treasurer and directors as such vacancies exist. If any person entitled to vote in such election fails to receive a ballot, or if it appears that any ballot has been lost or destroyed, a new ballot shall be furnished by the division secretary. The last date for voting shall be the fourth Friday of April in each year.

(h) Voting of ballots. No ballot shall be counted unless returned to the State Bar of Wisconsin on or before the last date for voting, in an envelope furnished by the State Bar marked “ballot.”

(i) Checking and custody of ballots. The president of the division or his designated representative at the State Bar of Wisconsin shall receive and have custody of the ballots after they have been voted and until they are canvassed.

(j) Canvass of ballots. The ballots shall be canvassed by the certified public accounting firm. The candidates receiving the highest number of votes shall be declared elected. In case of a tie vote the board of directors shall determine the successful candidate by lot drawn by the board. The certified public accounting firm shall certify the results to the executive director of the State Bar of Wisconsin, who shall forthwith notify the candidates and announce the results. Upon completion of the canvass, the certified public accounting firm shall retain the ballots for a minimum period of sixty days after which the ballots may be destroyed if no objections have been filed

4.4 Term of Office for President-elect. The president-elect shall serve for a period of one year, beginning July 1 following the election. After that term the person shall serve a one-year term as president of the division. After the term as president the person shall serve a one-year term as immediate past-president of the division.

4.5 Terms of Office for Secretary and Treasurer. The secretary and treasurer of the division shall serve for a period of two years beginning July 1 following their election by the membership of the division. The Secretary and Treasurer shall serve no more than three 2-year terms.

4.6 Vacancy in office of President-elect, Secretary or Treasurer. Any vacancy in the offices of president-elect, secretary or treasurer shall be filled by interim appointment by the majority vote of the Board members present and voting, at any duly called meeting of the Board of Directors. The appointed officer shall serve for the unexpired term.

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Article V Meetings of Division

5.1 Annual Meeting. The annual meeting of the division shall be held at the annual meeting of the State Bar of Wisconsin. The time and place of the meeting shall be determined and be announced at least two weeks in advance. At the meeting, reports of officers and committees shall be delivered.

5.2 Special Meetings. Special meetings may be called by the president or by a majority of the board and shall be called by the secretary on request of five (5) members in writing. The time and place of special meetings shall be announced at least two weeks in advance.

5.3 Quorum. The members of the division present shall constitute a quorum for the transaction of business. The latest edition of Roberts Rules of Order shall govern the proceedings.

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Article VI Committees

6.1 The President, with the approval of the Board, shall designate the committees, define their duties and shall appoint the committee chairperson and members.

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Article VII Amendments

7.1 These by-laws may be amended at any meeting of the division by a two-thirds vote of the members of the division present and voting, provided that notice of the substance of the proposed amendments shall have been mailed to all members of the division at least two weeks before the meeting. Any change in these by-laws shall be effective upon approval by the Board of Governors of the State Bar, provided, however, that any changes in the numbers or duties of officers and directors prescribed herein shall take effect on the July 1 following such approval.

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Amended – 3/21/03