State Bar of Wisconsin

Bylaws of the Nonresident Lawyers Division
State Bar of Wisconsin

• Article I Name and Purpose
• Article II Membership
• Article III Board of Directors
• Article IV Officers
• Article V Meetings of the Division
• Article VI Designation of Division Member to Board of Governors
• Article VII Committees
• Article VIII Local Chapters
• Article IX Amendments
• Article X Effective Date of Bylaws and Amendments
• Article XI Initial Provisions

Article I Name and Purpose

1.1 This division shall be known as the Nonresident Lawyers Division.

1.2 The purpose of this division is to provide for the orderly participation of nonresident members in the governance of the State Bar, to stimulate activities which would be of assistance to non-resident members in the practice of law, and to make reports and recommendations to the Board of Governors of the State Bar of Wisconsin.

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Article II Membership

2.1 Eligibility. Every dues paying member of the State Bar who is not a resident of Wisconsin and who does not otherwise elect to withdraw shall be a member of the Division.

2.2 Membership Dues. The board of directors is empowered to establish membership dues by resolution, with the approval of the Board of Governors.

2.3 Voting. Voting and privileges of the floor shall be limited to emeritus and active dues-paying members in good standing as determined by the most recent membership list certified to the division by the Secretary of the State Bar of Wisconsin. 

2.4 Termination of Membership. Membership in the division shall terminate automatically when a member’s eligibility under Article 2.1 expires.  The board of directors may, but resolution, provide for termination of members for non-payment of dues.

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Article III Board of Directors

3.1 Composition. The board of directors shall be composed of ten members of the division to be elected by the division membership.  The officers of the division are also 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 Members. Five members shall be elected for two-year terms by the membership of the division in odd-numbered years.  Five board members shall be elected for two-year terms by the membership of the division in even-numbered years.  Officers and directors of the division shall serve as officers and directors of the division until their successors are elected in accordance with these bylaws.

3.4 Meetings. Meetings of the board may be called by the president and shall be called by the secretary upon the written request of any four 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.

Because of the unique membership of this division, board meetings may be conducted through telephonic or similar modes of electronic communications.  The participation of any four members of the board at any duly called meeting shall constitute a quorum for the transaction of business.  All members who cannot physically attend the meeting are strongly encouraged to participate through telephonic or similar modes of electronic communication.

3.5 Absences. If any elected member of the board, during his or her term, fails to participate in three meetings of the board, the office held by such member shall be vacated unless a majority of the board members present and voting shall vote otherwise.

3.6 Vacancies. Any vacancy on the board may be filled by interim appointment by the president.  Such appointment shall be effective until the next annual election at which time the position shall be filled by such election.  In the event the president does not make the appointment, the vacancy may be filled by interim appointment by a majority vote of board members present and voting.

3.7 Mail Balloting. The President may, and the Secretary shall at the request of any four members of the Board, submit any issue or question to the Board members by 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.  Mail ballot responses shall be effective if received by the Secretary by facsimile.

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Article IV Officers

4.1 Officers. The offices of the division shall be the President, President-Elect, Immediate Past-President, Secretary and Treasurer.

4.2 Duties of Officers.

(a) 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 board for the past year for presentation to the board of directors and for submission to the Board of Governors of the State Bar of Wisconsin.  The president or the 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 and shall report to the president with respect to the development and operation of the division's local chapters.  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, and shall perform such other duties as may be assigned by the president.

(d) The secretary shall keep a true record of the proceedings of all meetings, give notice of all meetings and be the custodian of all books, papers, documents and other property of the division.  The secretary shall perform such other duties as may be assigned by the president.

(e) The treasurer shall keep a true record of all receipts and disbursements of the division, shall be the custodian of all monies of the division and shall perform such other duties as may be assigned by the president.

4.3 Election of Officers, Directors and Representatives to the Board of Governors.

(a) Nominating: On or before the last day of October 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 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 Nonresident 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) Voting list:  On the first day of Marchin 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.

(f) Mailing of ballots:  On or before the second Friday of Aprilin each year, the State Barstaff 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 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 State Bar staff.  The last date for voting shall be the fourth Friday of April in each year.

(g) 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 in the ballotmailing marked “ballot enclosed.”

(h) 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.

(i) Canvass of ballots.  The ballots shall be canvassed by the certified public accountant.  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 accountant shall certify the results to the Executive Director, who shall forthwith notify the candidates and announce the results.  Upon completion of the canvass, the certified public accountant 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.

4.6 Vacancy in Offices 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 the Division

5.1 Meetings. Division 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 members in writing.  The time and place of special meetings shall be announced at least two weeks in advance.

5.2 Quorum. The members of the division present shall constitute a quorum for the transaction of business at all meetings.  The latest edition of Robert's Rules of Order shall govern the proceedings.

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Article VI Designation of Division Member to Board of Governors

6.1 There shall be five representatives of the division who shall serve on the Board of Governors, the president, president-elect, the immediate past president and two additional members of the Nonresident Lawyers Division board who shall be elected in accord with the provisions in paragraph 6.2.

6.2  The two additional Board of Governors representatives shall be elected to staggered two-year terms by the Nonresident Lawyers Division board at its annual May meeting.  Each such representative may serve a maximum of two consecutive two-year terms. At the initial election held in May, 2008, one representative shall be elected to a one-year term, and one representative shall be elected to a two-year term. In subsequent years, one representative shall be elected to a two-year term at each May meeting. The additional Board of Governor representatives shall be elected from among then current Nonresident Division board members, including the secretary and treasurer.

6.3 Any vacancy that arises among the additional Board of Governor representatives may be filled by interim appointment by the president. Such appointment shall be effective until the next annual election at which time the position shall be filled by such election.

6.4 The president may from time to time designate a then acting member of the Nonresident Lawyers Division board to substitute for the president at a Board of Governors Executive Committee meeting, Board of Governors meeting or State Bar of Wisconsin committee meeting, and, if also granted, to vote for the president at such meeting.

6.5 The Nominating Committee described elsewhere herein shall propose at least one candidatefor the office of president-elect to be filled as provided for herein and shall be responsible for ensuring that the balloting is conducted in conformity with the applicable State Bar rules and bylaws and the bylaws of the division and with due regard for achieving balanced representation, taking into consideration such matters as the candidates' geographic location, practice areas and other relevant matters.

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Article VII Committees

7.1 The president, with the approval of the board, shall designate committees, define their duties, and appoint chairpersons and members.

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Article VIII Local Chapters

8.1 Statement of Purpose. Local chapters of the division shall provide an opportunity for members of the division to meet together to discuss common concerns, to learn of developments in the division and to participate in continuing legal education.  The local chapters may collect dues.

8.2 Composition. Local chapters of the division shall be composed of those members of the division who are residents of, or practice in, the cities, counties, parishes or state comprising the local chapter.

8.3 Formation of Local Chapter. The board of directors shall be empowered to establish local chapters of the division upon the petition of three or more members of the division.  The petitioning members must be residents of, or practice in, the same cities, counties, parishes or state for which they are petitioning be established as a local chapter.  The president of the division shall appoint an acting president of the local chapter, who shall serve until the first election of chapter officers.

8.4 Officers. The officers of the local chapter shall be the president and secretary.  The president shall preside at all meetings of the local chapter and shall perform other duties and acts usually pertaining to this office.  The secretary shall keep a true record of the proceedings of all meetings, give notice of all meetings and be the custodian of the documents of the local chapter.  The secretary shall perform such other duties as may be assigned by the president.  The president and secretary of the local chapter shall be elected for two year terms by the members of the local chapter present at a meeting duly called for that purpose.  The date and procedure for the election shall be as established by the current president.

8.5 Meetings. Meetings of the local chapter may be called by the president and shall be called at least once each calendar year.

8.6 Termination of Local Chapter Status. Status as a local chapter shall terminate automatically when a local chapter fails to meet during two consecutive calendar years.

8.7 Report to the Board of Directors. The president of the local chapter shall report the proceedings of each meeting of the local chapter to the secretary of the division.

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Article IX Amendments

9.1 These bylaws may be amended at any meeting of the board of directors by a two-thirds vote of the board members present and voting provided that notice of the substance of the proposed amendments shall have been mailed to all members of the board at least two weeks before the meeting.

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Article X Effective Date of Bylaws and Amendments

10.1 These bylaws and any amendments to the bylaws shall be effective upon approval by the Board of Governors of the State Bar.

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Article XI Initial Provisions

11.1 The President of the State Bar of Wisconsin shall appoint initial officers and directors to serve until June 30, 1982.  Of the directors elected in May 1982, the five having the highest number of votes shall serve terms ending June 30, 1984.  The remaining five shall have terms ending June 30, 1983.

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Revised 03/07/2008