MBAWNY By-Laws

1.   Offices. The office of the Minority Bar Association of Western New York (hereinafter “Association”) shall be located in the County of Erie and State of New York. The office includes any post office box of the Association, currently located at Post Office Box 211 Niagara Square Station, Buffalo, New York 14201, or such address or post office box as may be relocated.

 2.   The Minority Bar Association of Western New York is an affiliate chapter of the National Bar Association. The Association shall maintain its membership with the National Bar Association, including paying necessary dues and fees.

1.   The Association shall have seven [1] classes of members, which shall be as follows:

(A) STUDENT MEMBERS. STUDENT MEMBERS.  Any person who is currently a matriculating student at a college or university, including a Law School, [2] or who has graduated from a Law School not more than eighteen (18) months prior to the date of application shall become a Student Member upon application for and election to Student Membership and initial payment of dues, as provided in Article X of the By-Laws. Student Members shall not be entitled to vote or hold executive office but shall have all other privileges of active membership. Student Memberships shall automatically terminate eighteen (18) months after the date of the Student Member’s graduation from a Law School.

 (B)  ASSOCIATE MEMBERS. Any graduate of a law school accredited by the American Bar Association (hereinafter referred to as a “Law School”) but who is not a member of the Bar of any state or territory of the United States or the District of Columbia who resides or has an office in the County of Erie, Niagara, Cattaraugus, Chautauqua, Orleans, Monroe or Genesee and who does not qualify to be a Student Member shall become an Associate Member of the Association upon application for and election to Associate Membership and initial and annual payment of dues as provided in Article X of these By-Laws to remain in good standing in the Association, as provided in Article X of these By-Laws. Associate Members shall not be entitled to vote or hold an executive office but shall have all other privileges of active membership. [3]

(C) ACTIVE MEMBERS. Any member of the Bar of any state or territory of the United States or the District of Columbia who resides or has an office in the County of Erie, Niagara, Cattaraugus, Chautauqua, Orleans, Monroe or Genesee shall become an Active Member of the Association upon application for and election to active membership and initial and annual payment of dues as provided in Article X of these By-Laws to remain in good standing in the Association. [4]

(D) CONTRIBUTING MEMBERS. Any member of the Bar of any state or territory of the United States or the District of Columbia who resides or has an office in the County of Erie, Niagara, Cattaraugus, Chautauqua, Orleans, Monroe or Genesee shall become a Contributing Member of the Association upon application for and election to Contributing Membership and initial and annual payment of dues as provided in Article X of these By-Laws to remain in good standing in the Association. A Contributing Member shall be entitled to all of the rights and privileges of an Active Member and such additional rights and privileges as the Board of Directors (hereinafter referred to as the “Board”) shall bestow upon Contributing Members. [5]

(E)  LIFE MEMBERS.  Any member of the Bar of any state or territory of the United States or the District of Columbia who resides or has an office in the County of Erie, Niagara, Cattaraugus, Chautauqua, Orleans, Monroe or Genesee shall become a Life Member of the Association upon application for and election to Life Membership of the Association upon payment of a lump sum in lieu of all future dues as provided in Article X of these By-Laws.  Life Members shall be entitled to all of the rights and privileges of an Active Member and such additional rights and privileges as the Board from time-to-time shall bestow upon Life Members.

(F)  SUSTAINING MEMBERS.  Any member of the Bar of any state or territory of the United States or the District of Columbia who resides or has an office in the County of Erie, Niagara, Cattaraugus, Chautauqua, Orleans, Monroe or Genesee shall become a Sustaining Member of the Association upon application for and election to Sustaining Membership of the Association either upon payment of a lump sum in lieu of all future dues as provided in Article X of these By-Laws or if a Life Member payment of the difference between Sustaining Member and Life Member dues as provided in Article X of these By-Laws.  Sustaining Members shall be entitled to all of the rights and privileges of a Life Member and such additional rights and privileges as the Board from time-to-time shall bestow upon Sustaining Members.

(G) HONORARY MEMBERS. The membership may, by vote of a majority of those present and voting, elect any person to Honorary Membership in the Association.

2. Membership “in good standing” means having paid in full all dues owed by the member. [6]

3. TRANSFER OF MEMBERSHIP. Membership in the Association shall be non-transferable.

4. RESIGNATION. Any member may resign at any time by giving a written notice of such resignation to the President.

1. GENERAL. The affairs of the Association shall be managed by its Board of Directors.

 2. COMPOSITION. There shall be NINE (9) Directors of the Association, of whom SIX (6) shall be the elective Officers of the Association ex officio and THREE (3) shall be elected by the members. [7]

 3. QUALIFICATIONS. Each Director shall be an Active or Contributing Member of the Association in good standing. [8]

 4. ELECTION. Except as provided in Section 6 of this Article, Directors, other than the Officers, shall be elected by secret ballot at the Annual Election Meeting of the Association. Each elected Director shall hold office until the Annual Election Meeting in the last year of his or her term and until his or her successor shall be elected and take office.

 5. TERM OF OFFICE. At each Annual Election Meeting, the members shall elect Directors for a term of two (2) years. Except as herein limited, the term of each Director other than the Officers shall be two (2) years. No person elected to the office of Director shall be eligible to hold office for more than two (2) consecutive two (2) year terms. After a lapse of one (1) year, former Directors may be re-elected.

6. ELECTION AS OFFICER AND VACANCIES. Directors shall be eligible for nomination and election to any executive office. If any Director shall be nominated to an executive office, and such nomination is accepted, his or her office as Director shall immediately become vacant. In such event, or if a vacancy in the Board shall occur from any other cause, the Board shall appoint a Director to sit until the next Annual Election Meeting, when election for the full term shall be held.

7. POLITICAL OR JUDICIAL OFFICE. No Director, in his or her representative capacity, shall, during his or her term of office, publicly endorse any candidates for political or judicial office.

8. COMPENSATION. Directors shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursements of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for such services.

9.COMMITTEES. The Board, by resolution adopted by a majority of the entire Board, may designate from among the members of the Association such standing committees and such special committees as may be deemed desirable. Existing standing committees include the Executive Committee (as provided for in Article IV, Section 1(D)), Nominating Committee (as provided for in Article V, Section 1)), Committee on Judicial Rating (as provided for in Article IX), Dinner Committee, Awards Committee, and such other committees called for in these By-Laws.

10. AUTHORITY OF COMMITTEES. All committees shall be subject to the direction of the Executive Committee. No committee shall contract any debt in behalf of or in the name of either the Association, or the members, or the Officers of the Association, without the express consent and approval of the Board. No action taken by any committee shall be, or shall be deemed to be, the action of the Association or of the Board, or shall be binding upon the Association or upon the members or Officers of the Association, unless and until such action shall have been ratified by the Board or by the Association.

11. ACTION BY BOARD WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting if the members of the Board consent at the next Board meeting to the adoption of a resolution authorizing the action.

12. TELEPHONIC PARTICIPATION. Any one or more members of the Board may participate in a meeting of the Board by means of a 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.

13. CURRENT DIRECTORS. Each of the Directors of the Association in office at the time of the adoption of these By-Laws shall hold office until the expiration of the term for which elected or until a successor shall be elected and takes office.

14.  Each of the three elected Directors must serve separately as either Chair or Co-Chair of one of the standing or ad hoc committees then existing during the Director’s term. [9]

1.   GENERAL. The executive Officers of the Association shall be a President, a Vice-President/President-Elect, a Treasurer, a Deputy Treasurer, a Corresponding Secretary and a Recording Secretary.

(A)  All Officers shall each be elected by the members entitled to vote at the Annual Meeting of the Association, with the exceptions of the Vice-President/President-Elect and Deputy Treasurer.  The incumbent Vice-President/President-Elect automatically ascends to the Presidency of the Association and the Deputy Treasurer automatically ascends to the Treasurer position as set forth below; a new Vice-President/President-Elect and Deputy Treasurer then shall be elected along with the other Officers at the Annual Meeting.

(B) All Officers shall hold office in their respective offices for a term of one (1) year, commencing one (1) month following the Annual Election Meeting when a successor pursuant to Section 9 of this Article shall duly take office.

(C)  No person elected to any office shall be eligible to hold that office for more than two (2) consecutive one (1) year terms, but the Vice-President/President-Elect and Deputy Treasurer shall not hold these offices for more than one(1) year. After a lapse of one (1) year, former Officers may be re-elected to their former offices.

(D)  The Executive Committee shall consist of the executive Officers of the Association.

2. CURRENT OFFICERS. Each of the elective executive Officers of the Association in office at the time of the adoption of these By—Laws shall hold office until the expiration of the term for which elected or until a successor takes office pursuant to Section 9 of this Article.

3. PRESIDENT. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and all meetings of the Board, shall perform all other duties of the office of President provided for in these By-Laws, and may perform any executive duty which the Association or the Board shall from time to time request.

4. VICE-PRESIDENT/PRESIDENT-ELECT. In the absence of the President or in the event of the President’s inability or disability to perform the duties of the office, the Vice-President shall perform the duties of the office of President during such time of inability or disability, or for the unexpired term of that office and for the following term, in accordance with the ascendancy provision above. The Vice-President may also perform such other executive duties as the Association or the Board shall from time to time request.  In addition, the Vice-President/President-Elect shall Chair the Dinner Committee during his or her term as Vice-President/President-Elect.

5. TREASURER. The Treasurer and such Members and employees of the Association as the Treasurer shall designate, shall receive all moneys of the Association, deposit the same in such bank or banks or otherwise invest such funds as the Association or Board shall direct; pay such bills as the Association or Board may direct by check signed by any two Officers of the Association; give a bond for the faithful performance of the duties of Treasurer in such amount and with such sureties as the Board shall require, or be included in any such bond purchased by the Association in regard to its employees; make a report of receipts and disbursements together with all other money on hand, to the Association at its Annual Election Meeting and to the Board whenever required; file all state, federal and other taxing entities’ tax returns, charities registration filings, and maintain all records thereto (including retaining copies of such filings for the Association’s records); and may perform such other executive duties as the Association or Board shall from time to time request.

6.  DEPUTY TREASURER.  In the absence of the Treasurer or in the event of the Treasurer’s inability or disability to perform the duties of the office, the Deputy Treasurer shall become and be Treasurer for the unexpired term of that office and for the following term, in accordance with the ascendancy provision above.  Further, the Deputy Treasurer shall assist the Treasurer in the performance of the Treasurer’s duties and perform such other executive duties as the Association or the Board shall require.  6. DEPUTY TREASURER.  In the absence of the Treasurer or in the event of the Treasurer’s inability or disability to perform the duties of the office, the Deputy Treasurer shall become and be Treasurer for the unexpired term of that office and for the following term, in accordance with the ascendancy provision above.  Further, the Deputy Treasurer shall assist the Treasurer in the performance of the Treasurer’s duties and perform such other executive duties as the Association or the Board shall require.

7.  CORRESPONDING SECRETARY. The Corresponding Secretary and such Members and employees of the Association as the Corresponding Secretary shall from time to time designate, shall receive and transmit all communications pertaining to the Association and its business to all persons and organizations. The Corresponding Secretary may also perform such other executive duties as the Association or the Board shall from time to time request.

8.  RECORDING SECRETARY. The Recording Secretary and such Members and employees of the Association as the Recording Secretary shall from time to time designate, shall record and maintain accurate minutes of all of the Association’s meetings, including the Board and Executive Committee meetings, and shall report the same to the Membership. The Recording Secretary shall be the repository of the minutes and corporate documents of the Association and shall maintain such minutes and documents. The Recording Secretary may also perform such other executive duties as the Association or the Board shall from time to time request.

9.  ELECTIVE OR JUDICIAL OFFICE. No executive Officer, in a representative capacity, shall during his or her term of office publicly endorse or oppose any candidate for political or judicial office.

10.  VACANCIES IN EXECUTIVE OFFICE POSITIONS.

(A)  Pursuant to Section 4 of this Article, upon the vacancy in the office of President, the Vice-President/President-Elect shall perform the duties of the President and becomes the President for the balance of the former President’s term and shall serve the following term as President pursuant to the prior election to Vice-President/President-Elect. The newly elevated President shall appoint a new Vice-President for the unexpired term of the former Vice-President, upon approval of the Board.  This appointed Vice-President shall not be the President-Elect or ascent to the Presidency at the end of the incumbent’s term but may run for reelection as Vice-President/President-Elect.

(B)  Any vacancy in the office of Treasurer, the Deputy Treasurer shall perform the duties of the Treasurer and becomes the Treasurer for the balance of the former Treasurer’s term and shall serve the following term as Treasurer pursuant to the prior election to Deputy Treasurer.  The President may fill by appointment the unexpired term of the Deputy Treasurer, upon approval of the Board.  This appointed Deputy Treasurer shall not ascent to the office of Treasurer at the end of the incumbent’s term but may run for reelection as Deputy Treasurer.

(C) Any vacancy in any other executive office may be filled by appointment by the President to fill the unexpired terms of officer upon the approval the Board.

11. Executive officers shall be in good standing as defined in Article II, paragraph 2, as of January 31 to retain office. If an officer is not in good standing as of January 31, a vacancy in that office will be deemed to exist and will be filled under the provisions of paragraph 9 above. [11]

12. When any officer fails to attend three regular meetings of the association, unless such absence is for good cause and is excused by the President, the office may be deemed vacant for purposes of the nomination and appointment of a successor, pursuant to the terms of paragraph 9, above. [12]

1. GENERAL. The Nominating Committee shall be a standing committee of the Association. The Nominating Committee shall be responsible for maintaining a pool of potential candidates for, and submitting nominations for, Directors and Officers. The Committee shall nominate candidates annually for the elected offices of President, Vice-President/President-Elect, Treasurer, Deputy Treasurer, Corresponding Secretary, Recording Secretary and Directors. The Nominating Committee shall present a list of nominated candidates to the Board in writing two (2) months prior to the Annual Election Meeting.

2. REPORTING THE CANDIDATES NOMINATED. The Corresponding Secretary shall report the Nominating Committee’s report and slate of nominated candidates to the members one (1) month before the Annual Election Meeting.

 3. NOMINATIONS FROM MEMBERS.  Nominations shall be received by the Nominating Committee no later than October 15th of each year.  There will be no nominations received from the floor during the Annual Election Meeting unless such action is approved by the Board of Directors at least two (2) weeks prior to the Annual Election Meeting [13].

4. CHAIRPERSON OF THE NOMINATING COMMITTEE. The Chairperson of the Nominating Committee shall not be a candidate for any office or directorship during his or her tenure as Chairperson.

5. VALID NOMINATIONS.  To be eligible for nomination, any member in good standing may be nominated as a candidate for any office or directorship if that member has attended at least three (3) regular meetings during the course of the current calendar year at the time of said nomination. [14]

1.   BALLOT POSITIONS. The Chairperson of the Nominating Committee shall determine the order in which candidates shall appear upon the ballot by lot and thereafter all listings of candidates shall be in the order so determined.

2.   VOTING. In contested elections, the members entitled to vote for executive Officers and Directors shall vote by paper ballot. No proxy votes (that is, a substituted vote for the absent member, serving as the absent member’s agent) shall be permitted, however, absentee ballots (that is, participation in the election where the member is unable to appear at the polls in person on election day) as hereinafter provided will be counted as valid votes.

3. BALLOTS. All members shall be furnished with a ballot. All ballots, unless cast in person at the Annual Election Meeting, must be returned to the office of the Association not later than 5:00 P.M. on the day prior to the Annual Election Meeting in order to be counted.

4. TELLERS. The Board and/or the President shall appoint tellers to have custody and charge of the ballots and absentee ballots at the Annual Election Meeting and to count the vote. The tellers shall count the vote immediately after the closing of the polls and shall immediately certify and return to the Chairperson of the Nominating Committee the total vote cast for each office, the total vote cast for each candidate, the names, of the candidates elected and any and all tie votes.

5. TIES. In case of tie vote for executive office or for the office of Director, the Chairperson of the Nominating Committee shall decide the choice by lot.

6. NOTIFICATION OF ELECTION. Upon receiving the election returns from the tellers and deciding the choice in all cases of tie vote, the Chairperson of the Nominating Committee shall immediately notify each elected candidate of his or her election and the current Corresponding Secretary. The Corresponding Secretary then shall disseminate notice of the election results to the membership, including notice to the news media of the new officers.

7.   COMMENCEMENT OF TERM. Newly elected executive Officers and newly elected Directors shall take office at the first meeting of the new Board within thirty (30) days after the Annual Election Meeting.

8. ELECTIONEERING. Solicitation of votes and campaigning, if any, should be conducted in a manner in keeping with the dignity of the profession. All campaign activities and solicitation of votes, except by the candidates in person, shall be prohibited on the day of the Annual Election Meeting within one block of the place designated for the Annual Election Meeting and the candidates shall confine their activities on that day to such area as may be from time-to-time designated by the Board.

1. ANNUAL ELECTION MEETING OF MEMBERS. The Annual Election Meeting of the members of the Association shall be held in the County of Erie, New York, on the second Wednesday in December or on such other day as the Board shall direct.

2. NOTICE OF ANNUAL ELECTION MEETING. The Corresponding Secretary shall serve written notice of the time and place of the Annual Election Meeting upon all members of the Association at least twenty-one (21) days prior thereto if mailed by first class mail and additional notice by means other than first class mail (such as by e-mail)

3. REGULAR MEETINGS. Regular meetings of the membership shall be called by the President. In addition to the Annual Election Meeting, a minimum of three (3) meetings per year shall be called. Regular meetings shall be called on dates designated by the President.

4. SPECIAL MEETING OF MEMBERS AND NOTICE. Special meetings of the members may be called by the President, and shall be called by the President at the direction of the Board, or upon the written request of ten (10) active members entitled to vote, not later than ten (10) days after such direction or request. The Corresponding Secretary shall serve written notice of any special meeting indicating the place, date, and hour of the meeting, and the purpose of such meeting, in the same manner permitted for service of notice of the Annual Election Meeting.

5. MEETINGS OF BOARD. Regular meetings of the Board shall be held at least once each month at such time and place as it shall direct. Special meetings of the Board shall be held whenever any three (3) members of the Board or the President shall call the same, at such time and place as shall be specified in the call of the meeting. Notice of regular and special meetings shall be given in such manner and form, and at such time prior to the meeting, as the Board shall direct.

6. QUORUM FOR MEETINGS OF THE BOARD. Unless otherwise provided in these By-Laws, four (4) Directors of the Board present at any meeting of the Board shall constitute a quorum for the transaction of business. If no quorum be present, the Directors present may recess the meeting from time-to-time until a quorum is present. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present.

7. VOTING BY MEMBERS AND DIRECTORS. The vote of the majority of those who are entitled to vote at a meeting of the Board, or at a meeting of the members at which a quorum is present, shall be sufficient for the transaction of any business unless a vote of a greater number is required by law or by these By-Laws of the votes cast in any election. In order for the Association to approve an appropriation or expenditure, a majority of members in good standing present and voting must vote to approve the appropriation or expenditure. [15]

8. VOTING OF MEMBERS BY PROXY. There shall be no voting by proxy (as defined in Section 2 of Article VI) for members.

1. CENSURE, SUSPENSION AND EXPULSION. A member may be censured, suspended or expelled from the Association for cause by a majority vote of the whole membership, but the membership shall not censure, suspend or expel a member except after a written notice to him or her stating the cause of censure, suspension or expulsion and, after he or she shall have had a full fair hearing or an opportunity so to be heard, by and before the Board of Directors.

2. REMOVAL FROM OFFICE. Any Officer or Director who shall cease to be a member shall concurrently cease to hold such office and such office shall be filled in the manner authorized by these By—Laws to fill such vacancy.

1. APPOINTMENT OF THE COMMITTEE. The Board, in consultation with the following years board, shall appoint members of the Association to fill vacancies on a standing committee called the Committee on Judicial Rating (hereinafter the “Committee”).   The Committee shall be minimally composed of three (3) members. No member of the Committee shall, during his or her term of office, publicly endorse any candidate for political or judicial office. Endorsement includes paid attendance at a candidate’s fundraising event.

(A) The Board shall confirm or appoint the Chairperson of the Committee at the annual election meeting on the second Wednesday of December, and no later than the Association’s General Body Meeting for that month.  If no Board or General Body Meeting takes place in December, the Board shall confirm or appoint the Chairperson by December 31st of each year.  

(B) The Committee Chairperson shall work with the Board to review and confirm all Committee members no later than the Board’s or General Body’s January meeting each year, or by February 1st of each year.

2. AUTHORITY AND DUTY OF THE ASSOCIATION TO RATE CANDIDATES FOR JUDICIAL OFFICE.

(A) The Association shall rate any person nominated for, or who has filed nomination petitions for, judicial office in Supreme Court (if the candidate resides in or regularly practices or sits in Erie County),  Erie County Court, Erie County Surrogate, Family Court of Erie County, and Buffalo City Court.

(B) The Association, at the discretion of the Board, may rate any other applicant for judicial office in the Supreme Court, Eighth Judicial District; the Appellate Division, Fourth Department; the New York Court of Appeals; the United States District Court for the Western District of New York; or the United States Court of Appeals for the Second Circuit upon the request of the applicant, or the appointing official body, or, upon the initiative of the Association.

3. AUTHORITY OF THE COMMITTEE.

(A) The Committee shall evaluate all persons whom the Association must rate for judicial office or whom, in its discretion, it chooses to rate, and shall report its determination of the recommended rating of the applicant to the Board. The investigation and deliberations of the Committee shall be confidential (save reporting its confidential written report to the Board). [17]

(B) The Committee may solicit the opinions of the membership regarding the candidates’ qualifications, integrity, temperament, and other evaluation criteria stated in this Article to assist in the rating of the candidates.  The Committee may solicit the membership’s opinions by any method the Committee may choose.

(C) The Committee, upon the direction of the Board, shall receive, consider, and investigate complaints made as to the Judiciary and those who serve as an adjunct to the judicial function, and report to the Board.

(D) The Committee may report to the Board the judicial performance evaluation of all sitting Judges other than Judges of Town and Village Courts.

 4. JUDICIAL RATING PROCEDURE AND SCHEDULE.

(A)  By no later than March 1st of each year, or as soon as possible after receiving a request for a recommendation/screening of a judicial appointment[18] by the candidate, nominee, or appointing authority [19] the Committee shall request all persons then known and announced who are to be rated for judicial office to submit a completed written questionnaire which shall also constitute an application for a judicial rating. As warranted, the Committee shall convene special meetings to timely screen and provide recommendations regarding judicial appointments. [20] Any such questionnaire submitted by an individual who is then an Officer or Director of the Association shall not be considered by the Committee until a written resignation executed by such individual, reciting his or her immediately—effective resignation as such Officer or Director, shall have been tendered to, and accepted by, the Board.

(B) The questionnaire shall be in such form as may be prescribed by the Board from time-to-time. The failure of an applicant to submit a questionnaire may be considered in evaluating the applicant and given such weight as the Committee or Board, as the case may be, deems appropriate.

(C) Applications for judicial ratings are to be submitted no later than the date set forth in the questionnaire referred to herein. This condition may be waived by the Board for good cause shown.

(D) The initial presence of three (3) members of the Committee shall constitute a quorum for the transaction of the business.

(E) The judicial rating of an applicant shall include, but not limited to, the consideration of the following criteria:

a)  Integrity

b)  Experience

c)  Professional Ability

d)  Education

e)  Reputation

f)  Industry

g)  Sensitivity to diversity and equity as it relates to the fair, equitable, and impartial administration of justice for all people of all backgrounds

h)  Commitment to issues affecting minority communities [21]

I) Temperament

 j) Fairness

k) Statutory Standards

l) Attitude

m) Punctuality

and such other information as necessary to evaluate the applicant.  The Committee will engage its best efforts to investigate, interview, and evaluate each candidate for rating by April 15th of each year.  If one or more candidates announce their candidacy after the Committee’s interviews and evaluations are completed, the Committee Chair, after consulting with the Board, shall use discretion in deciding whether to reconvene the Committee to evaluate any such candidate. 

(F)  The Committee, upon completing its evaluation of the applicant, shall make a determination as to a recommended rating for submission to the Board. Following open discussion and deliberation [22], the Committee, at its discretion of the Chair, shall decide whether the ballot of the Committee regarding each candidate shall be open or by secret ballot. [23]  The rating determinations will be made in accordance with the considerations and criteria listed in Article IX (4) as follows:

Rating “A - Superior”

Rating “B - Well Qualified”

Rating “C - Qualified”

Rating “Qualified But Limited By Experience”

Rating “Cannot Recommend”

 (G)  The above-recommended rating shall be shall require the following votes of the Committee:

Rating    “A - Superior” and “Cannot Recommend”: Eighty (80) percent of the Committee members present and voting

Rating    “B - Well Qualified”,

Rating    “C - Qualified” and “Qualified But Limited By Experience”: Simple majority of the Committee members present and voting.

 The Committee shall continue to vote on the rating for an applicant until a recommended rating is determined in accordance with the above-stated percentages.

(H)  The Committee shall make a confidential written report of its findings to the Board, and will engage its best efforts to do so by April 15th of each year, which is typically a sufficient number of days prior to the primary or general elections to allow for publication of the Association’s ratings, unless otherwise approved or directed by the Board.

(I) The Board shall issue a rating by April 30th of each year.  Each candidate shall be notified of that rating on May 1st of each year.  The Judicial ratings of the Association shall be published on May 15th of each year.

(J) The Committee may convene special meetings at its discretion to timely screen and provide recommendations regarding judicial candidacies or appointments. [24] 

 5. DUTIES AND POWERS OF THE BOARD ON JUDICIAL RATING.

 (A) The Board shall receive the recommendations of the Committee as to the rating of applicants for judicial office and such other data and reports which it deems necessary to determine its rating.

(B) A judicial rating shall be by secret ballot and shall require not less than the following votes of the Board:

Rating “A - Superior” and “Cannot Recommend”: Unanimous

Rating “B - Well Qualified” and “Qualified But Limited By Experience”: Majority of the Board present and voting

Rating “C - Qualified”: Seven (7) Majority of the Board present and voting.

Absent a unanimous vote for “A - Superior,” the Board shall issue a rating of “B - Well Qualified” without further explanation. Absent a unanimous vote for “Cannot Recommend,” the Board shall issue a rating of “C - Qualified” without further explanation.  If, after the Board’s vote, a rating differs from that recommended by the Committee, the Board shall convene with the Committee for further deliberation prior to publishing the rating.

(C) In the event that any Officer or Director of the Association shall be seeking nomination of any political party, or the recommendation of any nominating or screening committee for a judicial office, without having submitted the questionnaire described in Section 4 of this Article, and the application of another individual seeking the Association’s judicial rating for such office shall come before the Board for such rating, such Officer or Director shall refrain from voting thereon and shall immediately submit his resignation as such Officer or Director of the Association.

(D) An applicant who receives the rating of “Qualified But Limited By Experience” or “Cannot Recommend” shall be given the option of either having that rating published or not having that rating published and being listed as “Not Rated” without further published explanation for that rating.

(E) The Board shall use its best efforts to publish the Association’s ratings by September 1st of each year.

 6. The Committee and Board shall at all times engage in best efforts to accomplish their duties well before the dates stated above.

 7. JUDICIAL RATING APPEALS PROCEDURE AND PROCESS.

Any candidate may appeal their judicial rating to the Committee. The Committee shall oversee the process of candidates who seek an appeal of their judicial rating:

(A)  Any candidate who receives the rating of “Qualified But Limited By Experience” or “Cannot Recommend” has the right to appeal his or her rating. 

(B)  The appeal must be submitted within seven (7) calendar days of the candidate’s receipt of notification of the rating.  The Notice of Appeal shall be received no later than 5:00 p.m. on the final day.

(C)  To appeal, the candidate must submit a Notice of Appeal, in writing, via certified mail with returned receipt and electronic mail with delivery confirmation, to the Chair of the Committee on Judicial Rating with a copy to the President of the MBAWNY.  Said Notice of Appeal shall state the reasons for his or her appeal.

 The appeal shall be addressed to the MBAWNY Committee on Judicial Rating Chair at P.O. Box 211, Niagara Square Station, Buffalo, NY 14201.  Additionally, a copy of the appeal shall be emailed to the Judicial Rating Chairperson and to the MBAWNY email at minoritybarassociationofwny@gmail.com.  Receipt of the Notice of Appeal will be acknowledged no later than 48 hours from the date of receipt of the appeal.

 (D)  An appeals panel shall consist of five members:  of which (i) three members shall be appointed by the President of the MBAWNY; at least two members of the Committee on Judicial Rating whereas at least one of these two members participated in the candidate’s interview. 

(E)  During the candidate’s appeal hearing, the candidate may request to make a presentation to the appeals panel.

(F)  Appeals will be scheduled to be heard within three (3) business days following the Notice of Appeal.  A location and time will be provided to the candidate at such time. 

(G)  The Committee shall submit a recommendation to the MBAWNY Executive Board, who shall vote on the recommendation.  The candidate will be notified of the results of the appeal.  The results of the appeal shall be confirmed in writing before the press release of the ratings. 

(H)  The results of the appeal process are final and there will be no further appeals allowed.

1.   FISCAL YEAR.   The fiscal year of the Association shall be from January 1 of each year to and including December 31 of that Year.

 2.   ANNUAL DUES.   Effective January 1, 2020, the annual dues of the members of the Association shall be as follows:

(A)  Ten dollars ($10.00) for all Student Members.

(B) Thirty dollars ($30.00) for all Associate Members.

(C) Active Members: 

1)  Any member newly admitted to practice law and for that member’s first year, Zero dollars ($0.00).

2)  Any member admitted to practice law for more than one year but less than six years, Fifty dollars ($50.00).

3)  Any member admitted to practice six years or more and employed either in the public sector or by a not-for-profit entity, Seventy-five dollars ($75.00

4)  For all other Active Members, Ninety-five ($95.00). [25]

(D) One Hundred Fifty dollars ($150.00) for all Contributing Members.

(E) Two Thousand dollars ($2,000.00) for all Life Members.  Any member who becomes a Life Member pursuant to Article II shall be exempt from annual dues upon payment to the Association of a Life Membership dues.  The Board may designate payment of the Life Membership dues in one payment or in installments payable within one calendar year (January to December).

(F) Five Thousand dollars ($5,000.00) for all Sustaining Members.  Any member who becomes a Sustaining Member pursuant to Article II shall be exempt from annual dues upon payment to the Association of a Sustaining Membership dues.  If the member is a Life Member applying to become a Sustaining Member, that member may pay the difference between the two memberships to complete payment of Sustaining Member dues.  The Board may designate payment of the Sustaining Membership dues in one payment or in installments payable within one calendar year (January to December).

(G) The Board shall have full power to hereafter adjust the amount of dues provided for above, except that no increase in excess of ten percent (10%) of the previous Year’s dues for any category of membership shall be enacted unless a two-thirds majority of the Board shall affirmatively vote therefore at a meeting of the Board. The Board may not, by any vote, increase the dues of any membership category to exceed twenty percent (20%) of the previous year’s dues without approval of a majority of the members of the Association present and voting at the Annual Meeting or at a special meeting of the Association. [26]

3. DUE DATE. Except as provided in Article II, dues shall be due on the first day of March of each year. Bills for such dues shall be rendered two months in advance of the due date and all such bills shall be rendered at the same time. Any member who shall not have paid his dues within two (2) months after a bill therefore shall have been rendered, shall be in arrears in payment of dues within the meaning of Section 4 of this Article.

4. NOTIFICATION OF ELECTION TELLERS OF MEMBERS IN ARREARS. The Treasurer shall furnish to the tellers appointed to count the votes cast in any election, or member of the Nominating Committee, a list of the members who shall be in arrears of dues, within the meaning of Section 3 of this Article, on the day when the vote is to be counted by the tellers, and the vote of any members who shall be so in arrears of dues on that day shall be void and shall not be counted unless such member shall pay his arrears of dues in full before the tellers begin to count the vote.

1. PROPOSAL OF AMENDMENT. Amendment of these By-Laws may be proposed by the Board, by a resolution of the Board, stating the text or texts of the proposed amendment or amendments, or by fifteen (15) members entitled to vote by filing with the President a written statement of the text or texts of the proposed amendment or amendments and a request for a vote of the Association thereon signed by them.

2. SPECIAL MEETING UPON PROPOSAL BY BOARD. Upon the adoption of any such resolution by the Board, the President shall within ten (10) days thereafter issue a call of a special meeting of the members to vote on the proposed amendment or amendments, and shall give the notice required in the Section 4 of Article VII of these By-Laws and, along with such notice, shall furnish the text or texts of the proposed amendment or amendments to each member of the Association.

3. SPECIAL MEETING UPON PROPOSAL BY MEMBERS. Upon the filing of any such statement and request signed by fifteen (15) members entitled to vote and within ten (10) days thereafter, the President shall notify each member of the Board of the filing of such statement and request and shall furnish each member of the Board with the text or texts of the proposed amendment or amendments and, within thirty (30) days after so notifying and furnishing such text or texts to the members of the Board, the President shall issue a call for a special meeting of the members to vote on the proposed amendment or amendments, and shall give the notice required in Section 4 of Article VII of these By-Laws and, along with such notice, shall furnish the text or texts of the proposed amendment or amendments to each member of the Association.

4. Whenever under the Not-For-Profit Corporation Law members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the members entitled to vote thereon. However, this section shall not be construed to alter or modify any provision of the certificate of incorporation under which the written consent of less than all of the members is sufficient for corporate action.

5. VOTING ON AMENDMENT. These By-Laws may be amended by a majority vote of the members present and entitled to vote at a special meeting called, as hereinabove provided, to act upon a proposed amendment or amendments, and may also be amended by a like vote at any Annual Election Meeting or other regular meeting, provided notice shall have been given and the text or texts of the proposed amendment or amendments shall have been furnished to members as prescribed in Sections 2 and 3 of this Article. The effective date of an amendment of these By-Laws shall be fixed by the members present at the meeting at which such amendment shall be adopted.

1. GENERAL. The Board shall have power, on its own motion or upon the written request of any Standing Committee, or of any special committee, or upon a request in writing signed by fifteen (15) members entitled to vote at a meeting of the Association and filed with the President, to refer to a vote of the members by mail ballot any question, proposal, or matter whatsoever, in or as to which the legal profession or the Association has a professional interest or duty.

2. VOTING ON REFERENDUM. The voting upon any such referendum shall be by secret mail ballot and an accompanying paper to be signed by the voting member, and all applicable provisions of Article VI with respect to voting by mail and counting the vote upon an election of members of the Nominating Committee, shall apply to, regulate and govern voting by mail and counting the vote upon a referendum.

3. NON-APPLICATION TO JUDICIAL RATINGS. This Article shall not apply to any matter relating to judicial ratings and judicial performance evaluation.

Any action which shall be taken by a member or members, or by an Officer or Director, or by any committee, or by the Board purporting to act, pursuant to and in accordance with, any provision or provisions of these By-Laws, shall be valid, notwithstanding a failure strictly to comply with the letter of such provision or provisions, if such action shall have been taken in good faith and shall substantially accord with the spirit and intent of such provisions or provisions, and the decision of the Board as to whether or not any such action is valid within the meaning of this Section, shall be final, conclusive and binding upon all members, Officers, Directors and committees, and upon all other persons who shall have any interest in or shall be in any way affected by any such action.

The Association may, upon duly adopted resolution of the Board, indemnify any person made a party to an action by, or in the right of, the Association to procure a judgment in its favor by reason of the fact that such person, their testator or intestate, is or was a Director, Officer, or employee of the Association, against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such Director, Officer, or employee, is adjudged to have breached his or her duty to the Association. In no event shall indemnification include the amount paid in settling, or otherwise disposing of, a threatened action or a pending action, nor expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval. The Association may, upon duly adopted resolution of the Board, indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by, or in the right of, the Association to procure a judgment in its favor, whether civil or criminal, including any action by, or in the right of, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust or other enterprise, which any Director, Officer, or employee of the Association served in any capacity at the request of the Association, by reason of the fact that he or she, their testator or intestate, was a Director, Officer or employee of the Association, or served such other corporation, partnership, joint venture, trust or other enterprise in any capacity, against judgment, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director, Officer, or employee acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled. 

1. The Corresponding Secretary shall send two notices of the Annual Election Meeting for 1994. The first notice, to be sent in the month of September 1994, shall notify the membership of the end of the terms of the current Officers and Directors and the coming election of new Officers and Directors at the Annual Election Meeting, to be held in November 1994 on a date to be determined by the Board, and open nominations for those offices. The second notice, to be sent in the month of October 1994, shall notify the membership of the date, time and place for the Annual Election Meeting, the slate of nominated candidates for the offices and directorships, indicating the terms of each Director candidate pursuant to Article IV, Section 5, for the initial members of the Board.

2. The Annual Election Meeting of November 1994 and elections conducted thereat shall be conducted pursuant to Article VIII, Section 1, and Article VII, respectively, of these By-Laws, save for the date of the meeting. All subsequent Annual Election Meetings shall be conducted pursuant to Article VIII.

3. The newly elected Officers and Directors shall take office immediately upon their election and their terms shall run until the next Annual Election Meeting in June 1995 or to the June of the year when the Director’s term expires.

4. The amendments to these By-Laws adopted on December 10, 2014, shall take effect on January 1, 2015.

Done this 9th day of June, 1994, and as amended on the 20th day of April, 2005, and further amended on the 18th day of November, 2009, the 10th day of December, 2014, the 20th day of November, 2019, and the 17th day of January 2024.

MINORITY BAR ASSOCIATION OF WESTERN NEW YORK

 N:\MBAWNY\Bylaws\MBAWNY -- By-Laws__Jan_2024.Docx  June 10, 2024

[1] Amended November 20, 2019.

[2] Amended January 17, 2024.

[3] Amended March 23, 2005.

[4] Amended March 23, 2005.

[5] Amended March 23, 2005. 

[6] Added March 23, 2005, renumbering former paragraphs 2 and 2.

[7] Amended January 17, 2024.  

[8] Amended March 23, 2005. 

[9] Amended January 17, 2024.  

[10] As amended December 10, 2014, effective January 1, 2015.

[11] Added March 23, 2005. 

[12] Added April 20, 2005.

[13] As amended December 10, 2014, effective January 1, 2015.

[14] Added December 10, 2014, effective January 1, 2015.

[15] Amended March 23, 2005.

[16] Amended September 18, 2019, and January 17, 2024.

[17] Amended January 17, 2024. 

[18] Amended January 17, 2024. 

[19] Amended January 17, 2024. 

[20] Amended January 17, 2024. 

[21] Amended January 17, 2024. 

[22] Amended January 17, 2024. 

[23] Amended January 17, 2024. 

[24] Amended January 17, 2024.  

[25] Amended December 10, 2014, effective January 1, 2015.

[26] Added November 20, 2019.