ARTICLE I - NAME
The name of this organization is the Massachusetts Association of Criminal Defense Lawyers, Inc. (MACDL).
ARTICLE II - OFFICES
MACDL's offices shall be at such place(s) as the Board of Directors may from time to time appoint.
ARTICLE III -OBJECTIVES AND PURPOSES
MACDL is formed exclusively for charitable, scientific and educational purposes which include, but are not limited to, the following purposes:
a. To provide support for criminal defense lawyers in the practice of their craft, including, but not limited to, a strike force, amicus briefs, and other services which will improve the quality of representation of the accused;
b. To protect the individual rights of the citizens of the Commonwealth as guaranteed by the Declaration of Rights of the Massachusetts Constitution and the United States Constitution, including, most particularly, the right to counsel;
c. To promote the exchange of experience, legal precedent, and research among criminal defense lawyers throughout the Commonwealth;
d. To enlighten the public about the legitimate role of criminal defense lawyers in society;
e. To maintain the integrity and independence of criminal defense lawyers;
f. To preserve the adversary system of justice;
g. To coordinate efforts with national and local bar associations that are concerned with criminal justice.
ARTICLE IV - MEMBERSHIP
Section 1: Membership Generally
Application for membership shall be made on a form prescribed by the Board of Directors. All applications must be accompanied by the annual dues, and shall be subject to approval by the President of the Board of Directors.
b. Types of Membership
The membership of MACDL shall be divided into the following categories: Regular Member; Law Student Member; Associate Member; and Honorary Member. Other categories of membership may be established by the Board of Directors.
Section 2: Regular Member
Regular Membership in MACDL shall be available to attorneys of professional competence, integrity and good moral character who are actively engaged in the defense of criminal cases. Prosecutors shall not be eligible to join MACDL.
Section 3: Law Student Member
Law Student Membership shall be available to persons of integrity and good moral character who are students in law school and committed to criminal defense.
Section 4: Honorary Membership
Any person who shall have made an outstanding contribution to the public welfare and aided in the achievement of the goals of MACDL may be proposed for Honorary Membership. The proposal for Honorary Membership shall be made in writing, subscribed by five (5) members of MACDL and submitted to the President of MACDL. An affirmative vote of a simple majority of Board of Directors shall be required to elect any Honorary Member. In any given year, no more than two (2) Honorary Members may be elected. Honorary Memberships shall extend for an indefinite period.
Section 5: Associate Membership
An Associate Membership in MACDL shall be available to persons of integrity and good moral character who are not actively engaged in the defense of criminal cases, but whose duties and responsibilities are a part of, or contribute to, the defense of criminal cases. There shall be included in this Membership the following: full-time law professors, retired criminal defense lawyers, and non-lawyers who support the goals and objectives of MACDL.
Section 6: Voting
Each regular member, who is in good standing, shall be entitled to one (1) vote; Law School Members, Associate Members, and Honorary Members shall not be entitled to vote. To be in good standing, a member must have paid dues for the current year.
Section 7: Revocation of Membership
The membership of an individual in any of the classes may be revoked for cause by vote calling for such revocation by two-thirds (2/3) vote of the Board of Directors.
ARTICLE V - DUES
Section 1: Annual Dues
The amount of annual dues of all classes of membership shall be set by the Board of Directors. The Board may establish a reduced rate for regular members who are in the full-time employment of the Committee for Public Counsel Services or the Federal Public Defenders Office.
Section 2: Payment of Dues
a. New Members
Dues are payable upon tendering of an application for membership and its acceptance.
b. Old Members
Dues are payable upon receipt of the annual dues invoice.
ARTICLE VI - OFFICERS
Section 1: Designations
The elected officers of MACDL shall be: President, President-Elect, Vice President, Clerk, and Treasurer.
Section 2: Qualifications
Only voting members shall be eligible to become elected officers of MACDL.
Section 3: Term of Office
Officers of MACDL shall be elected annually, and shall hold office until the next annual meeting or until their successors are elected. No person shall be eligible to serve as President for successive complete terms.
Section 4: Duties of Elected Officers
The President shall be the Chief Executive Officer of MACDL and shall have the responsibility to oversee and coordinate the activities of MACDL and to preside at its meetings. The President shall be the spokesperson for MACDL and whenever practicable shall publicly appear for MACDL and promote its policies, objectives, and resolutions.
The President-Elect shall assist the President in the performance of the presidential duties and perform such other duties as may be prescribed for him or her by the President and/or the Board of Directors. In the absence of the President, the President-Elect shall act as Chief Executive Officer of MACDL.
In the event of the President's death, resignation or removal from office, the powers and duties of the President shall devolve upon the President-Elect who shall conclude the term of office of the President in accordance with the provisions of these By-laws.
c. Vice President
The Vice President shall assist the President in the performance of the President's duties and shall perform such other duties as may be prescribed for him or her by the Board of Directors.
The Clerk shall attend and keep minutes of all meetings of the Executive Committee and of the Board of Directors and shall have such other powers and perform such other duties as are incidental to the office of the Clerk or as may be assigned from time to time by the Board of Directors. The Clerk shall not show the records to anyone who is not a member of MACDL and without the prior approval of the Board of Directors.
The Treasurer shall maintain the funds, pay the obligations of MACDL, and insure the safe and prudent management of the Association's finances as directed by the Board of Directors. It shall be the duty of the Treasurer to file any reports required by the Federal Internal Revenue Service and the Commonwealth Revenue Service; to ensure that MACDL maintains its charitable, scientific, and education purposes, as set forth in Article III; and promptly to advise the Officers and Board of Directors of the financial condition of MACDL at all scheduled meetings.
Section 5: Removal of Officers
An Officer may be removed for cause by a vote calling for such removal by a two-thirds (2/3) vote of the Board of Directors.
Section 6: Vacancies
When an Officer resigns, or is removed, or when the Officer is incapable of serving and will remain incapable for a substantial period of his or her term, such person shall be deemed to have created a vacancy. The determination of the vacancy by incapacity shall be made by a majority of the Board of Directors present at a scheduled meeting. Upon such determination, or upon resignation or removal, the vacant position so created or determined shall be filled by designation of the President, subject to the approval of a majority of the Board of Directors, notwithstanding the requirements of Article VII, Section 8(c).
Section 7: Executive Committee
The five (5) elected Officers of MACDL shall constitute the Executive Committee. The Executive Committee of MACDL shall act on MACDL business and transactions between meetings of the Board of Directors.
ARTICLE VII - BOARD OF DIRECTORS
Section 1: Qualifications
Only voting members shall be eligible to become members of the Board of Directors.
Section 2: Number of Directors
The Board of Directors shall consist of twenty-one (21) regular members of MACDL, comprising fifteen (15) elected Directors, the five (5) elected Officers (Officer-Directors), and the immediate past president of MACDL, all of whom have full voting powers. In the year of incorporation, the directorship reserved to the immediate past president shall be filled by designation of the sole incorporator. Of the fifteen (15) elected Directors, there shall be at least one Director elected from each of the following four regions: Southeastern Region (Cape Cod and the Islands, Bristol, Plymouth, and Norfolk Counties), Northern Region (Essex County), Central Region (Worcester County), and Western Region (Hampshire, Hampden, and Berkshire Counties). The remaining eleven (11) Directors may be from any geographic location in the Commonwealth.
Section 3: Powers
The Board of Directors shall manage the business and affairs of MACDL. Any act of majority of the voting directors present at a meeting shall be the act of the Board of Directors.
Section 4: Term of Office
The directorships of the five (5) Officer-Directors shall be coterminous with their terms of office. The directorship of the immediate past president shall be for one (1) year. Of the remaining fifteen (15) Directors elected in 1993, the five (5) Class I Directors shall hold office for one (1) year, the five (5) Class II Directors shall hold office for two (2) years, and the five (5) Class III Directors shall hold office for three (3) years. Each Director elected thereafter shall hold office for three (3) years.
Section 5: Quorum
At each meeting of the Board of Directors, a majority of the Directors shall constitute a quorum. A majority of those voting shall be require for action unless otherwise specified by these By-laws.
Section 6: Meetings
Board meetings shall be held at a time and location approved by the Board of Directors. Special meetings may be called at any time by a simple majority of the Board of Directors. The President shall chair the Board meetings. Board meetings shall be open to the MACDL membership.
Section 7: Removal of Directors
A Director may be removed for cause by a two-thirds (2/3) vote of the members of the Board of Directors.
Section 8: Vacancies
In the event that a Director is incapable of serving and will remain incapable for a substantial period of his or her term, such person shall be deemed to have created a vacancy. The determination of the vacancy shall be made by a majority of the voting members of the Board of Directors present at a scheduled meeting.
b. Resignation by Absence
A Director shall not accept office unless that Director intends to attend all meetings. A Director will be deemed to have resigned if he fails to attend two (2) consecutive Board meetings, without prior submission of an excuse approved by the President. A request for reinstatement may be made either by the Director deemed to have resigned or by another Director.
When a Director resigns, or is removed, or a vacancy is determined, the Board of Directors by a two-thirds (2/3) vote shall appoint a member in good standing from the appropriate region, or, if the Director was elected at large, from any region, to fill the vacancy for the remainder of the term.
ARTICLE VIII - NOMINATIONS AND ELECTIONS
Section 1: Nominations
Prior to the election of Officers and Directors, the President shall appoint a Nominating Committee of not fewer than five (5) members subject to the approval of the Board of Directors. The Nominating Committee shall nominate members in good standing for Officers and Directors.
Any ten (100 voting members of MACDL may, by a writing signed by them and delivered to the Secretary of MACDL, propose a member in good standing for election as an Officer or Director.
The Secretary shall cause ballots listing all members in good standing nominated for election as Officers and Directors to be distributed to all voting members of MACDL in good standing.
Section 2: Elections
Elections shall be held annually, either at the annual meeting or at such time as the Board of Directors may designate. Officers and Directors shall be elected by secret ballot. Balloting may be accomplished by mail, as prescribed by the Board of Directors.
ARTICLE IX - ANNUAL MEETING
Section 1: Time and Place
The annual meeting of MACDL shall be held in October of each year. The time, place, and date of the meeting shall be determined by the Board of Directors. In the event that for any reason the annual meeting shall not be held as herein provided, a subsequent special meeting shall be held in lieu of and for the purposes of the annual meeting with all the force and effect of an annual meeting.
Section 2: Special Meetings of Members
Special meetings of the members may be called by the President of by the Directors. Special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other Officer, upon written application of members representing at least ten percent (10%) of the members. The call for the meeting may be oral or written and shall state the time, date, and place of the meeting.
Section 3: Quorum
At any meeting of the members, thirty (30) members present in person or by proxy entitled to vote upon a question to be considered at such meeting shall constitute a quorum for the consideration of such question, but if a quorum is no present, a lesser number may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice.
ARTICLE X - FISCAL YEAR
The fiscal year of MACDL shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI - AMENDMENTS TO BY-LAWS
The power to make, amend, or repeal By-laws shall be in the members, provided, however, that the Directors may make, amend, or repeal the By-laws in whole or in part, except with respect to any provisions thereof which by law, the Articles of Organization, or these By-laws requires action by these members. Not later than the time of giving notice of the meeting of members next following the making, amending, or repealing by the Directors of any By-laws, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the By-laws. Any amendment or repeal of these By-laws by the Directors and any By-laws adopted by the Directors may be amended or repealed by the members.
Amendments by the members shall be by a majority of the members voting in person or by proxy. Amendments by the Directors shall be by a two-thirds (2/3) vote of the Directors present and voting at a meeting of the Board of Directors.
ARTICLE XII - STANDING COMMITTEES
Standing Committees shall be chaired by a member in good standing who shall be appointed to such position by the President upon the commencement of the President's term. Persons so appointed shall serve during the term of the President who appointed them. Other committee members may be appointed by the President or by the Chairperson, and may included individuals from any category of membership. The Standing Committees shall included, along with others:
a) Lawyers Assistance Strike Force
b) Amicus Curiae
c) Communications & Newsletter
d) Continuing Legal Education and Programs
ARTICLE XIII - DISSOLUTION OF ASSETS
In the event MACDL should dissolve, its physical assets shall be sold and, along with its liquid assets, shall be distributed to one or more not-for-profit organizations whose primary objectives accord with one or more of the objectives of MACDL. Said distribution shall be determined by a majority vote of the Directors then in office.