Bylaws

YLD Fellows Bylaws

Revised June 2007

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ARTICLE I
NAME AND PURPOSE


SECTION 1.
There is hereby created within the Tennessee Legal Community Foundation, the Tennessee Bar Association Young Lawyers Division Fellows, hereinafter "Fellows." Its purpose shall be to contribute to the attainment of the objectives for which the Tennessee Bar Association Young Lawyers Division was organized, to stimulate the interest of young lawyers in the activities of the Tennessee Bar Association and the Tennessee Legal Community Foundation, and to provide to the fellows an opportunity to maintain the friendships developed as young lawyers. This organization shall be the successor to the Fellows of the Tennessee Bar Association Young Lawyers Division, a not-for-profit corporation.

ARTICLE II
PRIVILEGES OF FELLOWS

SECTION 1. Benefits.

Each fellow shall receive a subscription to the Tennessee Young Lawyer and any other publication of the Tennessee Bar Association Young Lawyers Division, and shall enjoy such other privileges as may from time to time be accorded by the Tennessee Bar Association, the Tennessee Bar Association Young Lawyers Division or the Tennessee Legal Community Foundation.

SECTION 2. Distinction.
Membership in the Fellows is evidence of professional distinction achieved while the fellow was a young lawyer, or of a significant contribution made by the fellow to the members of the Tennessee Bar Association Young Lawyers Division, and constitutes a professional honor. Each fellow shall be privileged to participate in the activities of the Fellows.

ARTICLE III
MEMBERSHIP

SECTION 1. Classes of Membership.

There shall be three classes of fellows: (1) sustaining fellows, (2) life fellows and (3) honorary fellows.

SECTION 2. Fellows Selection.
Each fellow shall be chosen from those members of the Tennessee Bar Association who no longer are young lawyers but who have served as an officer, director, administrative assistant, committee chair or member of the Executive Committee of the Tennessee Bar Association Young Lawyers Division, or who otherwise have demonstrated support for young lawyers and dedication to the mission and purposes of the Tennessee Bar Association, the Tennessee Bar Association Young Lawyers Division and the Tennessee Legal Community Foundation.

(a) Fellows shall be elected by the Executive Council. Any fellow may nominate any eligible person for consideration.

(b) The Fellows shall number not more than one hundred (100) persons.

(c) The President of the Fellows shall extend an invitation to each person chosen for membership. Each person so chosen shall evidence acceptance of the invitation by making the first annual dues payment of at least $50.

SECTION 3. Life Fellows.
Whenever a sustaining fellow has paid an aggregate amount of at least $500 in the form of dues or contributions, the fellow shall automatically become a life fellow. Each life fellow shall, without further payment of dues or further contribution to the Fellows, continue to enjoy the same privileges accorded sustaining fellows. A life fellow shall not be considered a fellow for purposes of the 100-person limitation of Section 2(b).

SECTION 4. Honorary Fellows.
The Executive Council may annually elect no more than two honorary fellows from the legal profession, whom need not be members of the Tennessee Bar Association or residents of the State of Tennessee. Honorary fellows are not required to pay dues and automatically are members for life. Honorary fellows shall not be considered fellows for purposes of the 100-person limitation of Section 2(b).

SECTION 5. Administration.
The staff of the Tennessee Legal Community Foundation in conjunction with the staff of the Tennessee Bar Association Young Lawyers Division shall be responsible to the Executive Council for the administration of the Fellows program. All funds received as dues or contributions to the Fellows shall be separately accounted for and invested to the benefit of the Fellows program. Expenditure of funds designated as Fellows funds shall only be as authorized by the Executive Council or the Treasurer of the Fellows.

ARTICLE IV
MEETINGS

SECTION 1. Calling Meetings.

The Fellows shall hold annual meetings, and any special meetings, at a time and a place selected by the Executive Council. All meetings shall be presided over by the President.

SECTION 2. Annual Meetings.
(a) At each annual meeting the Fellows shall: (1) elect the members of the Executive Council for the ensuing year and (2) receive a report of the activities of the Tennessee Bar Association Young Lawyers Division. The Fellows also may (1) recommend to the Tennessee Bar Association Young Lawyers Division for its consideration any new programs or other work deemed by the Fellows to be of great and immediate importance; (2) make scholarships and awards; (3) elect fellows; and (4) take such other action and conduct such other business as deemed advisable.

(b) Notice of the annual meeting shall be made available to each fellow at least ten (10) days prior to the date of the meeting. At such meeting the fellows present shall constitute a quorum.

ARTICLE V
EXECUTIVE COUNCIL, OFFICERS and COMMITTEES

SECTION 1. Executive Council.
(a) The Executive Council of the Fellows shall consist of not less than five (5) nor more than fifteen (15) fellows who shall be elected pursuant to Article IV, Section 2. The persons elected to be members of the Executive Council shall hold office until the end of the next annual meeting and until their successors have been duly elected. No member of the Executive Council shall serve more than four (4) consecutive annual terms unless elected as an Officer of the Fellows. In the event of any vacancy on the Executive Council, the remaining members of the Executive Council shall have the power to fill the vacancy. The Executive Council shall, at a minimum, consist of the Officers and the President and Immediate Past President of the Tennessee Bar Association Young Lawyers Division.

(b) Among other duties, the Executive Council shall select:
(i) Any new fellows.
(ii) The annual recipient of the William M. Leech Jr. Public Service Award.

SECTION 2. Officers.
The Officers of the Fellows shall be the Immediate Past President, President, Vice President, Secretary and Treasurer. The Officers shall hold office until the end of the next annual meeting and until successors have been duly elected. In the event of any vacancy in the Office of President, the Vice President shall succeed to the Office of President. In the event of a vacancy in any other office, the remaining Officers shall have the power to fill such vacancy.

SECTION 3. Committees.
(a) Committees of the Fellows shall include the following appointed by the President:
(i) A Nominating Committee responsible for presenting nominations at the annual meeting of those proposed to be elected members of the Executive Council and Officers for the ensuing year. The Nominating Committee shall, at a minimum, consist of the Officers and the President and Immediate Past President of the Tennessee Bar Association Young Lawyers Division.
(ii) Such other committees as the President deems appropriate.

ARTICLE VI
AMENDMENTS

SECTION 1.
These bylaws may be repealed or amended or new bylaws adopted when recommended by the Fellows at an annual or special meeting and approved by the Trustees of the Tennessee Legal Community Foundation.

ARTICLE VII
TRANSITIONAL PROVISIONS

SECTION 1.
In all respects the Tennessee Bar Association Young Lawyers Division Fellows herein is the successor to the Fellows of the Tennessee Bar Association Young Lawyers Division, a not-for-profit corporation. Those Officers, Executive Council members, fellows, sustaining fellows, life fellows and honorary fellows selected under the charter of the corporation shall succeed to their position within the new entity.

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