Section 1. Name. The name of this corporation is: LAWYERS CLUB OF ATLANTA, INC. (“The Club”).
Section 2. Principal Office. The principal office of this corporation shall be in Atlanta, Fulton County, Georgia.
ARTICLE II Membership and Dues
Section 1.Regular Membership. Membership in the Club shall be by invitation only. Any lawyer in good standing, who for at least twelve months immediately preceding the meeting of the Executive Committee at which his or her name is submitted, has maintained or occupied an office for the purpose of engaging in any of the pursuits described in clauses (a) through (e) below in Metropolitan Atlanta, as that term may be defined from time to time by the United States Census Bureau, may be elected to regular membership in the Club if for at least forty-eight months preceding the meeting of the Executive Committee at which his or her name is submitted the applicant has engaged (a) in the practice of law either as a private practitioner or corporate counsel; (b) in the performance of law clerkship duties of one so engaged; (c) in the performance of legal services as attorney for Federal, State, or local governments; (d) in the performance of duties as dean or teacher or professor of law in a law school accredited by the American Bar Association; (e) in the performance of the duties of any elected or appointed public office; or (f) in a continuing combination of any of the above classifications.
Section 2.Non-Resident Membership. Any regular member in good standing who permanently moves his or her office beyond Metropolitan Atlanta shall, upon written notice to the Executive Director or to the Secretary, be reclassified as a non-resident member. Any member of the State Bar of Georgia in good standing whose office is beyond Metropolitan Atlanta and who at the time proposed for membership meets, and who has for the forty-eight months immediately preceding the meeting of the Executive Committee at which his or her name is submitted met the other qualifications for membership as set forth in Section 1 of this Article, may be elected to membership. Non-resident members shall be entitled to the same privileges as regular members, except that they shall not be entitled to vote. Should a non-resident member maintain or occupy an office within Metropolitan Atlanta, he or she shall immediately notify the Executive Director or to the Secretary in writing and shall then automatically become a regular member and pay dues accordingly; provided, however, that his or her dues shall not be increased until the July first following his or her maintenance or occupancy of an office in Metropolitan Atlanta.
Section 3. Life Membership. Effective July 1, 2022, any person who has been a member of the Club for a total of at least 25 consecutive years and who shall have attained the age of 70 years shall, upon written notice to the Executive Director, be reclassified as a Life Member. Any member previously classified as a Life Member under prior Bylaws of the Club shall remain classified as a Life Member. Life Members shall be entitled to the same privileges as regular members, including the right to vote. Life Members shall not be required to pay further dues after payment of dues for that year commencing on July 1 within which reclassification occurs.
Section 4. Dues and Initiation Fee. Any applicant for membership shall submit an initiation fee to be determined annually by the Executive Committee. Members elected to membership in November shall pay one-half annual dues in January of the following year. Members elected to membership in May shall pay annual dues along with the rest of the membership in July. The initiation fee shall accompany the prospective member’s application for membership and shall be returned if such applicant is not elected to membership. No application will be considered unless accompanied by the initiation fee.
Annual Dues. Annual dues for each class of membership shall be determined annually by the Executive Committee and shall be payable on July 1 of each year.
Consequences of Nonpayment. Club members may have their bar tab and the cost of certain Club functions placed on an account for monthly billing. If dues or other amounts owed to the Club is are not paid within sixty days after the billing date, the member so defaulting may be suspended by the Executive Committee and shall be advised of the suspension by the Treasurer. A late fee of $50.00 shall be assessed against any member who has not paid dues on or before September 1. Any member whose account remains delinquent for nonpayment of dues on October 31 shall be informed by the Treasurer in writing that continued default through November 30 will result in the member being, terminated from the Club effective December 1. On such continued default such member shall be so terminated. It is the sole responsibility of each member to notify the Club of any change in his or her contact information by updating the information at the Club’s website or by notifying the Executive Director in writing.
Loss of Privileges. No member who stands suspended shall be entitled to any Club privilege, the use of any Club facility or the enjoyment of any Club function.
Section 5. Reinstatement. During the period of suspension and prior to termination, a member suspended for non-payment of dues or other amounts owed to the Club shall automatically be reinstated upon payment of all past due indebtedness. A member who wishes to reinstate his or her membership after termination must pay the one-time initiation fee then being charged new members in addition to the current year’s dues.
Section 6. Abatement of Dues. The Executive Committee may, in its discretion, and upon written request to the Executive Director or to the Secretary by any regular member in good standing, abate the requirement for the payment of dues for a temporary period by the member who by reason of protracted illness shall be unable to enjoy the privileges of the Club, or who by acceptance of a temporary position may be absent from Georgia for a period of not less than one year.
Section 7. Procedure for Election to Membership. Members shall be elected only in the manner hereinafter provided. Any regular member in good standing may propose the name of any person eligible for membership under the provisions of Sections 1 and 3 of this Article, in writing, to either the Executive Director or the President. The proposal must be supported by letters of recommendation to the Executive Director or the Executive Committee from at least three regular members in good standing of the Club. Any communication from a member making the proposal, in support thereof, shall not be counted as a letter of recommendation. The Executive Director shall confirm to the Executive Committee receipt of the proposal, letters of recommendation, initiation fee, and dues specified in § 5 of this Article. Twice each year, at least 20 days prior to the regular meetings of the Club in November and May, the Executive Committee shall notify the regular membership of the names of the persons so proposed along with forms for a secret ballot upon such proposed members to be returned to the Executive Committee within seven days thereafter. In order to be counted, such ballots must be received by the Executive Committee within seven days after the e-mailing of ballots to regular members. In the event as many as eighteen of the regular members vote against the admission of any proposed new member, the Executive Committee shall deny membership to the applicant and shall inform the Club member who proposed the applicant of the number of votes against admission. In the event that less than eighteen of the regular members vote against the admission of any applicant, the Executive Committee may in the exercise of its discretion deny membership to the applicant and shall inform the Club member who proposed the applicant of its decision. The denial of membership to the applicant under the above procedures shall not prevent the re-proposal of such name for membership thereafter. The Executive Committee shall give its approval to an applicant only if it is satisfied on the basis of the information available to it that the applicant is of highest personal and professional character and has superior qualifications as a lawyer. In the event the Executive Committee shall determine that any application for membership is not in proper form or not supported by proper letters of recommendation, the member proposing such applicant shall be notified and action on the proposal shall be deferred by the Executive Committee until such deficiencies are corrected. Should the Executive Committee determine that any applicant is not technically eligible for membership, the applicant shall be notified, and the applicant shall not be given further consideration by the Executive Committee but may again be proposed for membership when the eligibility requirements are met. The Executive Committee shall at its meetings prior to the regular meetings of the Club in November and May, act upon such membership proposals as have been presented to it. After any such proposal has been rejected by the Executive Committee, a new proposal shall be necessary for further consideration. Persons elected to membership shall be invited to join by notification sent promptly in writing via email by the President and shall become members as of December 1 or June 1, as the case may be, next following their election. New members should be present for formal induction into the Club in installation ceremonies to be held at a regular meeting of the Club following their election to membership, such meeting to be selected by the Executive Committee.
Section 8. Expelling Members. Any member may be expelled for cause, including but not limited to the suspension or revocation of his or her right to practice law as a result of a disciplinary proceeding. Should any member of the Club be guilty of unbecoming conduct, or of conduct calculated to bring the Club into discredit, the Executive Committee, on its own motion, or on written complaint of three members, shall give the member ten days’ notice, and at the expiration of that time shall investigate the matter. Should the findings be averse to the member, the member shall be expelled or suspended; if in such member’s favor, no action shall be taken. Any member expelled or suspended shall have the right to appeal to the Club at a regular meeting of the Club. Notice to the Executive Director or to the Secretary of the appeal must be given at least twenty days before the meeting of the Club at which the appeal would be heard.
Section 9. Military Service. Any member of the Club entering upon active duty in the armed services of the United States shall continue to be a member of the Club during the period of such service and said member shall be required to pay no dues during said period. If any member, when entering said military service, shall have paid dues in advance, such member shall, upon retirement from such service, be considered as having paid dues for a period equal to that for which they were paid from the date of entry into the service; provided further, that this bylaw shall be applicable to any member of the Club who, prior to the passage of this amendment, was either called into the service or is now in the service for a limited period as a result of voluntary action.
Section 10. Resignation. All resignations shall be in writing addressed to the Executive Director or to the Secretary. No member may resign while indebted to the Club.
ARTICLE III Officers
Section 1. The officers of the Club shall consist of a President; a First Vice-President, who shall also be the President-Elect; a Second Vice-President; a Secretary; and a Treasurer. There shall be an Executive Committee of nine members, consisting of the immediate past President, who shall be ex-officio Chair; the President, who shall be ex-officio Vice-Chair; and two Vice-Presidents; the Secretary; the Treasurer; and three other members elected by the Club. The First Vice-President/President-Elect shall automatically become President of the Club at the expiration of his or her respective term as First Vice-President/President-Elect. Officers and members of the Executive Committee shall hold office for one year, and except for the President, shall be elected at the regular May meeting. There shall be a Nominating Committee composed of the immediate past President, the President and not fewer than three members nominated from the floor and elected at the March meeting by voice vote. No officer, past President, member of the Executive Committee, or Chair of any standing committee shall be eligible for election to the Nominating Committee. The Nominating Committee shall meet in executive session and shall select a slate of nominees consisting of one nominee for each office, except President, and three nominees for the three other membership positions on the Executive Committee.
Section 2. At least twenty days prior to the May meeting the Nominating Committee shall report the names of the nominees selected for each office and for membership on the Executive Committee to the Executive Director, who shall promptly post the names of such nominees in the Club’s quarters. At the direction of the Executive Committee, the Executive Director may provide other notice to the members. Upon the receipt by the Executive Director, within ten days after the posting of the names of the nominees selected by the Nominating Committee, of a petition addressed to the Executive Director containing the signatures of no fewer than twenty-five regular members of the Club entitled to vote nominating one or more candidates for any office or for membership on the Executive Committee, the Executive Director shall promptly post the names of nominees nominated by petition in the Club’s quarters. At the direction of the Executive Committee, the Executive Director may provide other notice to the members. At least four days in advance of the May meeting the Executive Director shall inform the members in writing of the nominees selected by the Nominating Committee and any nominees nominated by petition, and each nominee’s record of service to the Club, including offices held, Executive Committee memberships, and committee chairmanships then or previously held. At the annual election held at the May meeting, the nominees of the Nominating Committee shall be candidates for office or membership on the Executive Committee along with any other candidates nominated by petition. No nominations from the floor shall be allowed. Elections of officers and members of the Executive Committee shall be held at the May meeting and shall be by voice vote unless nominations by petition are made, in which event elections for contested positions shall be by secret ballot.
Section 3. The Executive Committee shall have authority to deal with all matters which arise in connection with the activities of the Club and the carrying out of its general purposes, and which are not within the scope of the functions of the specific committees named in Article IV. Upon its recommendation, the President shall from time to time appoint special committees to deal with or make recommendations to the Executive Committee or the membership concerning any matters.
Section 4. The Executive Committee shall keep itself fully informed regarding the program of the Club, and subject to the direction of the President and Executive Committee, shall endeavor, by the issuance of a monthly bulletin to the membership to give publicity to the activities and opportunities of the Club, including the deaths of any members as such deaths are brought to the Executive Committee’s attention.
Section 5. No proceedings of the Executive Committee, insofar as they relate to complaints against members, shall be divulged to any person, except to the Club if a report is required.
Section 6. Attendance at regular meetings of the Club, Executive Committee meetings, and Club functions is expected of members of the Executive Committee. Any member of the Executive Committee who is absent from two consecutive regular Executive Committee meetings, or from three regular meetings in a year, without previous permission of the Executive Committee, or without presenting an excuse for absence satisfactory to the Executive Committee, shall cease to be a member of the Executive Committee.
Section 7. Executive Director. The Executive Director shall be responsible for the routine administration and operation of the Club under the direction of the President and the Executive Committee.
ARTICLE IV Committees
Section 1. The following Committees shall be appointed by the President to hold office for a period of one year. 1. House 2. Planning 3. Membership 4. Roster, Information and Technology 5. Continuing Education 6. Social The duties of these Committees shall be as hereinafter set forth.
Section 2. The House Committee shall have general supervision of the Club’s quarters, shall develop rules for the use of the quarters by the members and, when and as appropriate, by others, and shall before its September meeting submit to the Executive Committee recommendations for events to be held in the quarters in the coming year.
Section 3. The Planning Committee shall formulate and consider ideas and plans to enhance the long-range interests of the Club and shall from time to time submit recommendations to the Executive Committee for its consideration.
Section 4. The Membership Committee shall seek and supply the Executive Committee with information with regard to applicants proposed for membership and persons who may be proposed for membership.
Section 5. The Roster, Information and Technology Committee shall be responsible for the maintenance of the Club website, which shall include the roster of the membership.
Section 6. The Continuing Education Committee shall arrange for programs, lectures, forums and courses of study to be offered to Club members and others.
Section 7. The Social Committee shall seek and supply the Executive Director and the Executive Committee with ideas for social events including event, venue, caterer, and entertainment options. It will coordinate with the Executive Director and report to the Executive Committee concerning such social events.
Section 8. (a) No Committee or officer shall commit or attempt to commit the Club in the endorsement or disapproval of any subject matter lying beyond the scope of intra-club activities without having obtained an affirmative vote by the majority of the members attending a regular or special meeting called for the purpose, after reasonable notice to the members that the subject matter is to be considered at such regular or special meeting; (b) The Executive Committee will not make public its own endorsement or disapproval of proposed legislation or proposed rules of practice and procedure unless (1) there is insufficient time to submit the matter to the membership at a regular or special meeting in accordance with Article V, (2) the Executive Committee considers it vitally important to the purposes of the Club to make public its endorsement or disapproval of such matter, and (3) the Executive Committee shall make clear that such endorsement or disapproval is by the Executive Committee of the Club as distinguished from the Club itself.
Section 9. The President, with the approval of the Executive Committee, may remove a committee member or chair for cause.
ARTICLE V Meetings
Section 1. The regular meetings of this Club shall normally be held on the third Wednesday in each month except June, July, August, and December, provided that the President shall be entitled to call regular meetings of the Club during the months of June, July, August, and December. The time and date of any regular meeting may be changed by the Executive Committee upon appropriate advance notice to the membership, where in its opinion circumstances make such change necessary.
Section 2. Special meetings may be held at any time on the call of the President or at the written request of ten percent (10%) of the membership, and the Executive Director shall send written notice to the members at least five (5) days before the date of such meetings, stating the object, date, and place of such meeting.
Section 3. Any motion originating at a regular meeting or special meeting which has not previously been considered by the Executive Committee or by a standing or special committee of the Club shall be referred by the President or presiding officer to an appropriate committee for its recommendation; shall be reported back by the special committee to the Club at its next regular meeting, or next special meeting called for the purpose, after reasonable notice to the members that the matter is to be considered at such regular or special meeting and shall be acted upon by the Club at such meeting.
ARTICLE VI Corporate Seal
Section 1. The seal of the corporation shall be circular in shape, and around the outside of the circle shall be placed the words “LAWYERS CLUB OF ATLANTA, INC.” and within shall be the words “SEAL 1939, FULTON COUNTY, GEORGIA.” An impression of said seal is hereto made as follows:
ARTICLE VII Amendments
Section 1. The charter of this corporation may be amended in the following manner: Any proposed amendment to the Charter may be introduced at any regular monthly meeting of the Club and shall be referred to the Executive Committee, which shall make its report at the next regular monthly meeting of the Club. After the report of the Executive Committee, the proposed amendment shall be voted on by the Club, but no such amendments to the Charter shall be authorized unless adopted and approved by three-fourths of the members voting by ballot at said meeting.
Section 2. The Bylaws of the Club may be amended in the following manner: Any proposed amendment to the Bylaws may be introduced at any regular monthly meeting of the Club and shall be referred to the Executive Committee, which shall make its report thereon at the next regular monthly meeting of the Club. After the report of the Executive Committee, the proposed amendment shall be voted on by the Club, but no amendment to the Bylaws shall be authorized unless adopted and approved by a majority of the members voting at said meeting. In the event that a proposed Bylaw amendment is voted on by the Club and is not adopted and approved, such proposed Bylaw amendment shall not be introduced again until a period of one year has elapsed after the meeting of the Club at which such proposed Bylaw amendment failed to be adopted and approved.