Members of the TBA YLD will be asked to consider several amendments to the division’s bylaws at this year’s Annual Meeting, set for June 19 at 4 p.m. Central at the Peabody Hotel in Memphis. The hotel is located at 149 Union Ave., Memphis, TN 38103 and can be reached at (901) 529-4000.

The amendments deal with four primary issues: replacing in-person voting with electronic voting for elected positions, requiring an election petition signed by 25 TBA members to run for Executive Committee positions, creating a new process for filling a vacancy in the office of the president if the president-elect is not able or willing to serve, and providing authority for the president to remove an elected member of the board for cause.

View a redline version of the proposed changes. Please direct all questions and comments about the proposed changes to YLD President-Elect Rachel Ralston Mancl, (423) 283-6319.

Electronic Voting
The proposal amends the way contested elections are to be decided. The current bylaws provide for in-person voting at the Annual Meeting, which traditionally has taken place in June during the TBA Convention. The proposed changes would implement an electronic voting system that would mirror the procedures utilized by the TBA to decide elections for the Board of Governors and House of Delegates.

Under the new process, notice of elections is to be given in the December issue of E-DICT, the division’s monthly electronic newsletter. Nomination petitions would be due by Feb. 15 rather than April 1 as required in the current bylaws. After the filing deadline, candidates unopposed would be deemed elected. If no candidate is nominated, the Executive Committee would nominate a member of the division for the position by March 15 rather than May 1 as required by the current bylaws. Notice of contested races would be given in the February issue of E-DICT. Electronic voting and certification of vote results would mirror the process employed by the TBA.

In the event of a tie vote during electronic voting, the voting members of the Board, except for the president, would elect one of the members nominated for the position. In the event of a tie vote of the Board, the president would break the tie. New provisions added this section (Article VII, Section 10) include authorization for the Board vote to be conducted electronically and a requirement that at least 10 days notice is provided to Board members.

Changes are also made in other sections as needed to remove references to in-person voting (Article III, Section 4; Article VII, Section 7 and 10) and to allow the secretary to vote in contested elections (Article VII, Sections 8 and 9).

Election Petition Requirement
The proposed amendments add a new requirement that nominations for officer positions are to be made by written petition signed by 25 or more members of the TBA. These positions include vice president, the three regional governors, secretary and treasurer.

Nominations for all other positions will be handled as currently envisioned in Article VII, Section 3, which requires a written petition signed by the candidate specifying the name of the candidate and the position sought.

Vacancies in the Office of President and President-Elect
The proposed amendments create a new process for filling a vacancy in the office of the YLD president (Article IV, Section 5g) and president-elect (Article IV, Section 6d).

The current bylaws provide for the president-elect to serve out the unexpired term of a president vacating office, but do not provide a mechanism for replacing a president if the president-elect is not willing or able to step into that role.

Under the proposed process, if the president-elect is unable or unwilling to fill the vacancy, the Executive Committee is to nominate “a member or members of the Division to fill the unexpired term.” The voting members of the Board would then elect the new president. If the individual selected is not the current president-elect, then the new president would serve the remainder of the vacating president’s term and then move to the position of immediate past president the following year. The proposed amendments also add a provision to this section authorizing the Board vote to be conducted by electronic means.

The proposed bylaws also add a new provision providing a mechanism for filling a vacancy in the office of president-elect. Under the proposal, if the office of president-elect becomes vacant during the term of office, the vice president will assume the office of president-elect while continuing to serve as vice president and chair of the Long Range Planning Committee. The individual will serve out the remainder of the former president-elect’s term as well as his or her regular term as president-elect.

Removal for Cause
The proposed amendments add a new provision to Article IV, Section 5f to give the YLD president the power to remove an elected member of the Board for cause. The amendment is designed to give the president the authority to remove non-performing or under-performing members of the board. The recommendation for removal must generate from the Executive Committee and written notice must be provided to the board member in question. If a board member is removed, the vacancy will be filled pursuant to the existing procedure for filling vacancies on the board, which is provided for in Article VII, Section 11.

Requirement for TBA Membership
The proposed amendments add a new requirement that all members of the YLD Board be members of the Tennessee Bar Association (Article VI Section 1).

Authority for Affiliates to Name Alternates
The proposed amendments add a new provision allowing affiliate members of the Board to appoint another member of their local organization to attend a Board meeting in their place, so long as the replacement is a member of the Tennessee Bar Association (Article VI Section 3).

Tennessee Young Lawyer Editor
The proposed amendments remove the position of “Editor of the Tennessee Young Lawyer” from the list of Board members as the publication is no longer produced (Article VI Section 3).