Governance Of The Magic City Bar Association

During 2018 the Leadership of the Magic City Bar Association realized that a new corporate structure was needed to accomplish new and bolder goals during the 21st century. Under the leadership of Past President Samuel Fisher, new and reconstituted Bylaws were adopted by the Association during its December 20, 2018 general membership meeting. Among other things, the 2018 Bylaws revision established the expanded Board of Directors and clarified the roles of the Executive Committee and Officers.

Additionally, the Board can implement changes not inconsistent with the Bylaws through the adoption of policies, guidelines and regulations. It is strongly recommended that any future changes in governance be made through the implementation of policies, guidelines or regulations that can be studied by the Bylaws Committee as needed. Therefore, amendments to the Bylaws under Article X would be utilized only for significant or major changes to the Bylaws.

The Bylaws, and adopted Policies, Guidelines and Regulations vest in the Board of Directors, who meet annually during April, governing authority over the Association. Ala. Code §10A-3-2.08 (1975) The Board’s authority is delegated to the Executive Committee (i.e., it’s Officers,) for all matters not requiring full Board action under Article V of the Bylaws (e.g., expenditures in excess of $10,000 and contracts with a duration of more than one year).

OVERVIEW OF ASSOCIATION OPERATIONS

The Magic City Bar Association operates on a calendar year basis. The Executive Committee conducts its first meeting during the month of January and must “[d]evelop a … budget and calendar of events for the upcoming fiscal year, which shall be presented to the membership during the month of January.” Art. V This does not mean that the Executive Committee has only weeks during the month of January to budget and plan the Association’s year of activities.

The Bylaws provide that 3 of the 8 Officers who compose the Executive Committee ascend automatically to the next highest office. Chief benefits of this ascension plan are to ensure continuity of operations and the maintenance of a core experienced leadership team resulting in the President-Elect having a full year to plan what will happen under their term as President.

Thus, during the Association’s December Annual Membership meeting Association Members vote on who becomes the Parliamentarian but do not vote on the other Ascending Officer positions (i.e., members do not vote on the offices of the Vice President; President- Elect or President since these officers “automatically ascend” to the next highest office). The membership also vote on the non-ascending offices of Recording Secretary; Corresponding Secretary; Treasurer; and, Magic City Bar Representative [to the Birmingham Bar Association].

These 8 officers are Ex Officio members of the Association’s Board of Directors, the governing body of the Association. All other Directors are generally designated as “Appointed” Directors who serve for three year terms in three staggered “Classes.” The immediate past President also automatically ascends to a three year term on the Board as an Appointed Director. Policy 2020-01-8. The number of Appointed Directors must be at least 12 and generally, each Appointed Director must have a long standing proven commitment to the Association in order to be qualified for appointment by vote of the Board of Directors during its April Annual Meeting. Art IV. All Board Directors vote to chose the Board Chairman and other Appointed Directors during the annual Board Meeting.

The Association has 5 categories of membership: regular; student; associate; judicial council and, retired. Art. III. Association members provide service to MCBA by working on one of seven standing committees: (1) Nominations Committee; (2) Member Relations Committee; (3) Community Relations Committee; (4) Professional Relations Committee; (5) Judicial Relations Committee; (6) Long-Range Planning Committee; and, (7) Scholarship Banquet subcommittee of the Members Relations Committee “[which] shall be treated administratively as a separate committee and be appointed by and report directly to the President [like all other standing committees].” Art VIII. Policy 2020-01-2A and 2B.

NOTICE OF BOARD AND COMMITTEE MEETINGS

Notice of the time, day and place of all meetings of the Board, the Executive Committee or any other committee shall be given to all Directors or members of such committee, as applicable, in person or by telephone, regular mail, email or facsimile. If the notice is sent by regular mail, it must be deposited in the United States first class mail or with a private mail carrier for overnight delivery, postage prepaid, and addressed to the Director or committee member at his or her address, as it appears on the records of the Association, at least five (5) days before the day of the meeting. If the notice is sent by any other method or is delivered in person, the notice must be sent or delivered before the meeting. Art. IX

MEETING NOTICE/QUORUM REQUIREMENTS

ANNUAL MEMBERSHIP MEETING. Notice: Notice of said meeting shall be provided via regular mail or electronic mail to each member of the Association at least seven (7) days prior thereto. Quorum: The presence, in person or by proxy, of at least ten (10) members entitled to vote shall constitute a quorum at any meeting of the members. Art. II

EXECUTIVE COMMITTEE MEETING. Notice: The Executive Committee shall meet quarterly during the following months of the year: January, April, August and December. Special meetings of the Executive Committee may be called by (a) the President or (b) a majority of the members of the Executive Committee. Special meetings shall be held at such time and place as may be specified in the notice of the special meeting. Quorum: A majority of the members of the Executive Committee then in office shall constitute a quorum at any meeting of the Executive Committee for the transaction of business. Art. V

ANNUAL BOARD MEETING. Notice: That the Annual Board Meeting shall be held during the month of April which may be immediately preceded by the April Quarterly Executive Committee Meeting. Policy 2020-1-7. Quorum: One-third (1/3) of the Directors then in office shall constitute a quorum at any meeting of the Board for the transaction of business; provided, however, that the Directors present must include at least three-fifths (3/5) of the Appointed Directors then in office to constitute a quorum… Art. II

CONCLUSION

It is through the leadership of the Board of Directors, Executive Committee and Committee Chairmen, and the work of the Association’s members that the work, goals and accomplishments of the Magic City Bar Association are accomplished.

The information contained in this summary only contains a brief overview of the guidelines that govern the MCBA and a thorough review of the Bylaws and adopted Policies is encouraged.

Respectfully submitted,

/s/ Eugene R. Verin, Senior Circuit Judge (ret.)

MCBA Board Chairperson (2019 - 2021)

ERV/ts