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AMENDED AND RESTATED BY-LAWS

OF

GREENVILLE COUNTY BAR ASSOCIATION, INC.

Article I

NAME

The name of this corporation is Greenville County Bar Association, Inc. (the “Association”).

Article II

OFFICE

The principal office of the Association is in the County of Greenville, State of South Carolina; however, the Executive Committee may designate other places within the State of South Carolina as the principal office.

Article III

ORGANIZATION

Section 1.  The Association is a non-profit organization (i) established and operating in accordance with the provisions of Section 501 (c) (6) of the Internal Revenue Code of 1986, as amended or reenacted (“Code”) and the federal income tax regulations (“Regulations”) thereunder and (ii) existing under Chapter 31 of Title 33 of the South Carolina Code of Laws, as amended.

Section 2.  The Association shall operate on a calendar year basis, namely January 1 through December 31.  Its period of duration shall be perpetual unless terminated in accordance with Article XVII.

Article IV

PURPOSE AND POWERS

Section 1.  (a)  The objects and purposes of the Association shall be to promote the common business and professional interests of lawyers practicing or residing in Greenville County in the State of South Carolina and to promote and achieve the following objectives and purposes:

(a)    To uphold and defend the Constitution of the United States and of the State of South Carolina

(b)    To advance the science of jurisprudence;

(c)    To facilitate the administration of justice;

(d)    To preserve the high standards of integrity, honor and courtesy in the legal profession;

(e)               To establish a closer relationship and cooperation with the South Carolina Bar (the “Bar”);

(f)                To cultivate the spirit of good fellowship among the members; and

(g)               To coordinate the efforts of the Bar with those of the judiciary for the purpose of facilitating matters of common interest.

Section 2.  Notwithstanding any other provision of these By-Laws, no part of the net earnings of the Association shall inure to the benefit of any private person.

Section 3.  The Association shall have other powers as are now or may hereafter be granted to such organizations by the laws of the State of South Carolina; provided, however, exercise of such powers shall always be subject to the limitations of Sections 1 and 2 of this Article.

Article V

FUNDS

Section 1.  The gross receipts of the Association may include receipts from any source, including membership dues and fees, contributions by grant, gift, bequeath or devise and fees and other charges for property, goods, services and facilities provided by the Association; provided, however, all receipts must be acceptable according to the policies set forth by the Executive Committee.

Section 2.  All dues, contributions and fees so received, together with the income therefrom, shall be held, managed, administrated, used and applied by the Executive Committee in accordance with the purposes and terms of these By-Laws.

Section 3.  The Executive Committee, on behalf of the Association, may accept contributions which qualify, limit or restrict their use; provided, however, that such qualifications, conditions, limitations and/or restrictions shall not conflict with the purposes of the Association set forth in Article IV of these By-Laws and the application and use of funds under Article VI of these By-Laws.  Unless otherwise specifically required, such restricted contributions may be mingled with other contributions to the Association.

Section 4.  The funds received by the Association shall be held by the Treasurer in an account or accounts in one or more approved banking institutions.  The Treasurer shall invest portions of these funds in accordance with the investment policy of the Association.

Article VI

APPLICATION AND USE OF FUNDS

            Section 1.  The Association shall hold, manage, invest and reinvest all amounts and funds received and shall collect and receive the income therefrom; and after deducting all necessary expenses incident to the operation and administration of the Association, the funds and the income therefrom (hereinafter referred to as “Net Funds”) shall be expended and distributed in such amounts and to such recipients as the Executive Committee shall approve solely for the benefit of, to perform the functions of, or carry out the purposes of the Association.

            Section 2.  Notwithstanding any other provision of these By-Laws, no expenditure shall be made in any manner or for any purpose whatsoever which may jeopardize the status of the Association as an organization described in Code Section 501 (c)(6) and the Regulations thereunder.

Article VII

MEMBERSHIP

            Section 1.  Eligibility. 

a.       Any licensed lawyer having his or her principal law office in this County who is a member of the Bar in good standing shall become a member of the Association upon payment of dues.

1. Any licensed lawyer residing or working primarily in Greenville County who is a member in good standing of a state bar association other than the Bar may become an Associate Member of the Association upon payment of dues.  Licensed lawyers who are members of the Bar and have their principal law office in a county other than Greenville County may also join as an Associate Member upon payment of dues.  An Associate Member may not vote but is otherwise entitled to all benefits of membership.

            Section 2.  Termination of Membership.  Membership may be terminated by resignation or by non-payment of dues.  Also, any member terminated or resigning from theBar or who no longer meets the requirements above is automatically terminated from the Association; however a member who lists himself or herself as retired or disabled, as defined by the Bar, shall not be automatically terminated from the Association due to such listing.

            Section 3.  Annual Dues.  Annual dues of members (including Associate Members) shall be in such amounts as fixed by the Executive Committee and shall be payable not later than January 31.

            Those members who list themselves as retired or disabled, as defined by the Bar, shall not be required to pay annual dues to continue as members of the Association,

            Section 4.  Suspension.  Any member of the Association who has not paid annual dues by January 31 shall be suspended from the Association, dropped from the rolls and notified of suspension by the Secretary.  Suspended members shall not be entitled to attend social or other functions of the Association nor to exercise any of the rights and privileges of membership in the Association.

Article VIII

REGULATION

            Section 1.  The regulation of the conduct of the affairs of the Association shall conform to Federal and State income tax laws and any other applicable Federal and State law, such regulation to be determined by these By-Laws as amended from time to time.  In the interpretation of these By-Laws, wherever reference is made to the Internal Revenue Code (or Code), the South Carolina (S.C.)  Code of Laws or any other statue, or to any section thereof, such reference shall be construed to mean such Code, statue, or section thereof, and the regulations thereunder, as the case may be, as heretofore or hereafter amended or supplemented or as superseded by laws covering equivalent subject matter.

            Section 2.  These By-Laws are executed and delivered in the State of South Carolina and they shall be governed by, construed and administered in accordance with the laws of the State of South Carolina.

Article IX

OFFICERS

            Section 1.  Terms of Office.  The President, Vice President/President-Elect, Secretary and Treasurer shall be elected for one-year terms at the annual meeting.

            Section 2.  Vacancies.  If the office of President should become vacant, the Vice President/President-Elect shall become President of the Association of the Association for the unexpired term.  Such services shall not affect person’s becoming President of the Association upon election at the next annual meeting.  If any other office becomes vacant, the office shall be filled by the Executive Committee.

            Section 3.  President.  The President shall preside at all meetings of the Association and meetings of the Executive Committee.  The President shall perform all duties ordinarily incident to the office of President, or as may be required of the President by the Executive Committee, and shall recommend such action as he or she deems proper.  The President shall appoint, with the advice of the Executive Committee, the chairs and members of committees necessary or desirable for the transaction of the business of the Association.

Section 4.  Vice President/President-Elect.  The Vice President/President-Elect shall act as President in the absence of the President and perform such other duties as may be assigned by the President of the Association.  The Vice President/President-Elect shall automatically be nominated by the nominating committee as President for the following year.

            Section 5.  Secretary.  The Secretary shall issue all notices, shall keep all minutes and shall sign with the President all such instruments as require their signatures.  The Secretary shall make such reports and perform such other duties as are incident to this office, or as are properly required by the Executive Committee.

            Section 6.  Treasurer.  The Treasurer shall have charge of the finances of the Association and shall keep accurate accounts of the same.  The Treasurer shall make such reports and perform such other duties as are incident to the office or as are properly required of the Treasurer by the Executive Committee.  The Treasurer shall submit at the annual meeting or at least annually to the Executive Committee a report of monies received and expended, amounts due the Association and an estimate of the resources and expenditures for the ensuing year.

Article X

NOMINATION AND ELECTION OF OFFICERS

            Section 1.  Nomination.  The President shall appoint the five most recent past presidents of the Association to be a nominating committee to select candidates for the various offices of the Association and to report names of nominees to the Secretary no less than two weeks before the next annual meeting of the Association.  Nominations may also be submitted to the nominating committee by any member of the Association not less than two weeks before the annual meeting.  The immediate past president of the Association will chair the nominating committee, and may solicit input from the existing officers of the Executive Committee for upcoming Treasurer nominations.

            Section 2.  Election.  Officers shall be elected at the annual meeting by the majority vote of the members present at the meeting.

Article XI

            Section 1.  Annual Meeting.  The annual meeting of the Association shall be held at a place and on a date to be selected by the Executive Committee.  Time and place of the annual meeting shall be announced at least two weeks in advance by regular or electronic mail.  At that meeting, annual reports of the officers and committees may be delivered and officers shall be elected.

            Section 2.  Regular Meetings.  Regular meetings shall be held as needed and called by the Executive Committee.

            Section 3.  Special Meetings.  Special meetings may be called by the President or by a majority of the Executive Committee or may be called by the Secretary on written request of any twenty members.  Members shall have five days advance notice of the time, place and object of the meeting.

            Section 4.  Quorum.  A quorum for the transaction of business during any meeting of the Association shall be established by the presence of fifteen (15) Association Members.  However, a quorum shall not be required for issues duly noticed at least one week in advance of any meeting.  The latest edition of Robert’s Rules of Order shall govern all meetings of the Association.

            Section 5.  Order of Business.  At the meetings of the Association the order of business shall be as follows:

1.      Report of President.

2.      Report of Secretary.

3.      Report of Treasurer.

4.      Reports of standing committees.

5.      Reports of special committees.

6.      Old Business.

7.      New Business.

8.      Election of officers.

Article XII

COMMITTEES

            Section 1.  Standing Committees.  There shall be standing committees on: (1) Client Relations; (2) Continuing Legal Education; (3) G-Bar Newsletter/Public Relations; (4) Judicial Relations; (5) Law Week; (6) Social; (7) Programs; and other such standing committees as the President and the Executive Committee deem appropriate.

            Section 2.  Ad Hoc Committees.  The President shall have the authority to establish other committees as the President deems appropriate and to appoint, replace and terminate chairs and members of such committees.

            Section 3.  Sections.  The Executive Committee may authorize autonomous sections (for example Real Estate) to exist and to charge the members of said section additional dues for support of the section.

Article XIII

EXECUTIVE COMMITTEE

            Section 1.  Members.  There shall be an Executive Committee of the Association consisting of the officers, the immediate past president and the chairs of the standing committees and existing and functioning ad hoc or special committees, whose duties shall be to plan the Association’s activities, to represent the Association and to manage its affairs during intervals between meetings.

            Section 2.  Vacancies.  The Executive Committee shall have the authority to fill any officer vacancies except that of the President occurring from any cause among the officers of the Association, such appointees to hold office for the balance of any unexpired term.  The President shall have the authority to fill vacancies among the chairs of the standing and ad hoc committees.

            Section 3.  Executive Committee Meetings.  The Executive Committee meets at the call of the President and additional meetings may be called upon request of the majority of its members.  A quorum for the transaction of business during any Executive Committee meeting shall be established by the presence of four (4) Executive Committee members.  However, a quorum shall not be required for any regularly scheduled Executive Committee meeting.  The latest edition of Roberts Rules of Order shall govern all meetings of the Executive Committee.

Article XIV

                                             AMENDMENTS TO BY-LAWS      

            These By-Laws may be adopted, amended or rescinded by a majority vote of the members present and voting at any annual, regular or special meeting provided that regular or electronic notice of such proposed change(s) shall be given in writing to all members at least one (1) week in advance of the meeting at which the vote is to be taken.

Article XV

DEFENDER CORPORATION OF GREENVILLE COUNTY:

ELECTION OF BOARD OF DIRECTORS

            Section 1.  Time.  The election of members to the Defender Corporation of Greenville County Board of Directors shall be held at the annual meeting of the Greenville County Bar Association.

            Section 2.  Nominations.  The Nominating Committee of the Association, as appointed by the President shall have the additional duty of nominating one candidate for each of the five positions on the Board of Directors.  Additional nominations may be entertained upon the recommendation of any member of the Association.  All such nominations shall be announced at least two weeks prior to the election.

            Section 3.  Election.  The members of the Board shall be elected for three-year terms at the annual meeting.  Terms shall be staggered, with two vacancies filled for the first two years, and a single vacancy filled in the following year.  A majority vote of the members present shall be required for election.

            Section 4.  Vacancies.  If for any reason a member does not serve his or her full term, the vacancy shall be filled by the Executive Committee.

Article XVI

CANON OF ETHICS

            The canons of ethics in force in the Supreme Court of South Carolina from time to time shall constitute the Canons of Ethics of this Association.

Article XVII

DISSOLUTION

            The Association may be dissolved and its affairs terminated at any meeting of the membership of the Association at which a quorum is present and of which proper notice is given, if two-thirds (2/3) of the members present vote in favor of dissolution.  Such notice shall state the purpose of the proposed meeting.  A certificate stating such facts shall be filed with the Secretary of State.  Upon dissolution of the Association and after all its debts and expenses have been paid, all residual assets of the Association shall be turned over to one or more organizations which are non-profit organizations organized and operated to promote the common business and professional interests of lawyers practicing in the State of South Carolina and exempt from the Federal income tax under Code Sections 501(c)(6) or corresponding sections of any prior or future law.

            These Amended and Restated By-Laws are adopted this ____ day of December, 2009 by the Greenville County Bar Association, Inc and supersede and replace the Associations By-Laws adopted on December 16, 1992, as amended from time to time.