WEST VIRGINIA LAW INSTITUTE – BY LAWS (AMENDED JULY 2003)
I. NAME, COUNCIL, AND MEMBERSHIP OF THE INSTITUTE
1. The Name of the Institute shall be “West Virginia Law Institute.”
2. The Institute shall be governed by the Council which is constituted and empowered pursuant to Section 4-12-1 et seq of the WV Code (1988) as may be amended from time to time.
3. Membership in the Institute shall consist of all members of the Council and all attorneys in good standing licensed to practice law in this state.
II. OFFICERS
1. The officers of the Institute shall be a president and a secretary. In addition, the Council may establish additional offices including those of director, assistant director, and assistant secretary.
2. All officers shall be elected by the Council at its annual meetings. The president and secretary shall serve for one year or until their successors are elected by the Council. Other officers, including a director, an assistant director, and an assistant secretary, shall serve at the pleasure of the Council.
3. The president shall be the chief executive officer of the Institute, and preside at all meetings of the Council and of the Institute. The president and secretary shall be ex officio members of all committees, and perform all of the duties normally connected with their offices.
4. A director of the Institute shall manage the Institute under the direction of the Council and shall be an ex officio member of all committees and sections. In addition, the director shall have custody of all funds of the Institute and shall keep all financial records of the Institute. The compensation of the director, and any assistant director or assistant secretary, shall be fixed by the Council.
5. Any checks issued upon funds received by grant, gift or otherwise shall be signed by the president, secretary, a director or any other person authorized by the Council to sign checks. Expenditures not included in the budget of the Institute must be authorized by resolution of the executive committee or the Council.
6. All officers shall be ex officio members of the Council. All officers except a director, assistant director, and assistant secretary shall serve without pay.
III. COMMITTEES
1. There shall be an executive committee, standing committees, and special committees.
2. The Committees shall be composed as follows:
(a) The executive committee shall consist of the president, the secretary, and a director or one other person elected by the Council.
(b) Standing committees shall be appointed by the president. Standing Committees shall be appointed annually, immediately following the annual meeting of the Council, and serve until their successors are appointed. The chairman and members of each standing committee shall be appointed by the president. The members of all standing committees shall be members of the Institute.
(c) Project committees shall be appointed as may be needed and authorized by the Executive Committee or Council, and the members thereof shall be appointed by the Executive Committee or Council at such times and for such terms as the Executive Committee or Council may determine. Project committees serve as advisory bodies to the Council in connection with the projects of the Institute and may consist of persons who are not members of the Institute.
3. The executive committee shall have the power to transact all of the business of the Institute during intervals between the meetings of the Council. The executive committee may conduct its business by correspondence, telephone, or meeting.
4. The standing committees of the Institute shall be the planning committee and the nominating committee.
(a) The planning committee shall consider the work to be undertaken by the Institute and make its recommendations to the Council from time to time as the circumstances require and shall prepare the program for the annual meeting of the membership.
(b) The nominating committee shall nominate the lawyers proposed for membership and recommend their election by the Council. The nominating committee shall also nominate, and recommend for election by the Council, the officers of the Institute, members of the Council and the elected members of the Institute, either upon expiration of their respective terms of office or upon the occurrence of vacancies.
IV. VACANCIES IN THE COUNCIL
1. Vacancies created by death, resignation, expiration of the term of office or otherwise of a member of the Council shall be filled as follows:
(a) in the case of an ex officio member who was selected by a group or person other than the Council, by selection from the same source from which the member was originally appointed.
(b) in the case of any other ex officio member, by any successor in his office who meets the qualifications for serving on the Council; and
(c) in the case of an elected member, by election by the Council at any annual or special meeting with the advice and nominations of the nominating committee.
2. Every ex officio member shall remain on the Council only during his term in the office which entitles him to membership in the Council. The successor to the office of an ex officio member shall immediately and automatically become a member of the Council as soon as the successor becomes eligible for membership, except that any member of the Council who was selected by any group or person other than the Council shall be replaced as described in 1(a) above.
V. MEETINGS
1. The Institute shall meet not less than once a year at the time and place fixed by the Council for scholarly discussions of current legal problems in West Virginia and for review and approval, modification, or rejection of submissions to it by the Council.
2. In addition to the membership of the Institute, the members of the Board of Governors of the West Virginia State Bar may attend the annual meeting of the Institute as delegates, but shall not be entitled to vote.
3. Special meetings of the Institute may be called by the president without petition and must be called by the president on the written petition of any ten members addressed to the president. At least fifteen days written notice of all special meetings of the Institute shall be given to members.
4. The annual meeting of the Council for the election of officers and members of the Council shall be held annually on such date as the Executive Committee may determine. The Council will transact the following business at each annual meeting:
(a) Elect officers of the Council for the forthcoming year,
(b) Transact such other business, including approval of an annual budget, as the Council may deem appropriate.
5. Special meetings of the Council shall be held on at least ten days written notice by notice given by the Director, upon the call of the president. The president must call a special meeting upon the written petition of five members of the Council.
6. Vacancies in any office or on the Council occurring between annual meetings may be filled by election at any meeting of the Council, special or annual.
7. Ten members shall constitute a quorum of the Council.
VI. AMENDMENTS
Amendments of these by-laws may be made by majority vote of the Council at any regular or special meeting upon ten days written notice to the members of the Council setting forth the subject matter of the proposed amendment; but any amendment may be proposed, submitted, and adopted by the unanimous vote of those present at any meeting without prior notice.
