Catholic Lawyers Guild at 300 West Ottawa, Lansing, MI 48933 US - BY-LAWS

BY-LAWS OF THE CATHOLIC LAWYERS GUILD DIOCESE OF LANSING ARTICLE I - NAME The name of this organization is THE CATHOLIC LAWYERS GUILD OF THE DIOCESE OF LANSING, hereinafter referred to as "the Guild." The Guild is established by the Catholic lawyers of the Diocese of Lansing with the encouragement of the Bishop of the Diocese of Lansing. The Guild's purpose and organizational structure are set forth herein. ARTICLE II - PURPOSE The Catholic Lawyers Guild of the Diocese of Lansing is organized: (1) to foster spiritual growth and fellowship among Catholic lawyers and law students; (2) to enhance appreciation for and observance of high ethical standards in the practice of law; and (3) to encourage attentiveness among lawyers to the weightier matters of the law - justice, mercy and faith; that our competence in secular disciplines may serve to promote human dignity and the common good, to the glory of God! The Guild shall sponsor the annual diocesan Red Mass, invoking the blessing and guidance of the Holy Spirit upon the courts of the State. In conjunction with the Red Mass, the Guild shall present the St. Thomas More Award, in recognition and honor of an individual who has exemplified the qualities of our patron saint. The Guild shall sponsor an annual retreat for lawyers and engage in such other activities consistent with its purposes as its members, led by its officers, shall deem fit. The Guild shall also endeavor to nurture local fellowships among lawyers in the six vicariates of the diocese, Lansing, Flint, Howell-Brighton, Ann Arbor, Adrian, and Jackson; and among law students at the law schools in the diocese. ARTICLE III - MEMBERS The membership of the Guild consists of Catholic lawyers, judges, law professors, law students and clergy who support the purposes of the Guild and pay the required annual dues, as established by the Executive Board. ARTICLE IV - EXECUTIVE BOARD The business of the Guild shall be managed by the Executive Board, consisting of five officers, listed below, and 11 board members at-large, appointed by the President: (1) President (elected) (2) Vice-President (elected) (3) Secretary/Treasurer (elected) (4) Chancellor (or his designee) (5) Immediate Past President. ARTICLE V - OFFICERS AND BOARD MEMBERS AT-LARGE A. Duties All officers and board members at-large shall endeavor to attend and participate in the meetings of the Executive Board and the Annual Membership Meeting and shall make themselves available to serve on committees that the President may establish from time to time. The specific duties of the officers and board members at large are defined as follows-. (1) President The President shall preside at all meetings of the Executive Board and shall assume primary responsibility for managing Guild affairs so as to accomplish its purposes. The President shall establish whatever committees are deemed necessary and shall designate the chairpersons of these committees. The outgoing President shall preside at the Annual Membership Meeting and shall then deliver an address on the state of the Guild. (2) Vice-President The Vice-President shall be available to generally assist the President in the performance of his or her duties. In the absence of the President, the Vice-President shall perform the President's duties. It is anticipated but not mandated that the Vice-President will succeed the President upon the expiration of his or her term in office. (3) Secretary/Treasurer The Secretary/Treasurer shall keep a record of all meetings of the Executive Board and of the Annual Membership Meeting; issue notices of such meetings at the direction of the President; keep a record of Guild membership; and maintain custody of all correspondence and papers belonging to the Executive Committee or Guild as a whole. The Secretary/Treasurer shall also maintain custody and an accounting of all monies received and disbursed by the Guild. The Secretary/Treasurer is authorized to make disbursements on behalf of the Guild, except that disbursements in excess of $200 shall be authorized by the Executive Board. In performing his or her duties, the Secretary/Treasurer may be assisted by the Chancellor and his staff and, as appropriate, may utilize the Chancellor's mailing and filing facilities, as well as diocesan bank accounts and banking procedures. (4) Chancellor The Chancellor of the Diocese shall provide pastoral leadership to The Guild and the Executive Board in particular, and shall serve as Liaison between the Guild and the Bishop of the Diocese of Lansing. (5) Immediate Past President The immediate past President shall make him- or herself specially available to advise the President and lend continuity to the conduct of Guild affairs. (6) Board Members At-Large Beyond those duties described generally in the first paragraph above, the board members at-large represent a consultative resource on the Executive Board, available to advise the officers and assist in the accomplishment of Guild business. B. Elections, Appointments and Vacancies Elected-- officers President, Vice-President, and Secretary/Treasurer - shall be members of the Guild elected by majority vote of the members present at the Annual Membership Meeting. The term of office is one year. officers may not serve more than two consecutive terms in the same office. Should a vacancy occur mid-term in one of the officer positions, it shall be the responsibility of the President to identify and nominate a replacement candidate. A replacement, to complete the remaining term of office, shall be elected by majority vote of the Executive Board at the earliest opportunity. Board members at-large shall be members of the Guild appointed by the President, with the advice of the other officers, not later than the second Executive Board meeting after the Annual Membership Meeting. Board members at-large serve for a term of one year and may serve consecutive terms without limit. Vacancies among the board member at-large positions shall be filled by appointment of the President, with the advice of the other officers and board members, at the earliest opportunity. ARTICLE VI - EXECUTIVE BOARD MEETINGS The Executive Board shall meet regularly, at least once every two months, pursuant to notice, at the direction of the President. The President shall conduct the meetings. A quorum consists of not less than five board members. Decisions of the Executive Board shall be made upon a majority vote of the board members present. Notice of Executive Board meetings shall be given to all board members in writing by mailing not less than five days prior to the meeting. Notice shall include the time and place of the meeting, the agenda, and the minutes of the last meeting. All Guild members are welcome to attend and participate in Executive Board meetings, although only board members have voting power. Notice of meetings shall be provided to any member upon request. ARTICLE VII - ANNUAL MEMBERSHIP MEETING Once each year, at the direction of the President, an Annual Membership Meeting shall be conducted for the election of new officers, to examine the state of the Guild, and to set the agenda for the coming year. Officers shall be elected by majority vote of the members present at the Annual Meeting. The Annual Meeting shall feature the outgoing President's "State of the Guild" address. Notice of the Annual Meeting shall be mailed to all Guild members at least 14 days prior to the meeting. Notice shall include a listing-of candidates for the elective offices. All members shall be encouraged to attend the Annual Meeting. ARTICLE VIII - AMENDMENTS These by-laws may be amended by a vote supported by not less than ten of the current board members at any regular or special meeting of the Executive Board, provided that all board members shall have been notified of the proposed amendment at least 10 days prior to the meeting at which the proposed amendment is presented for approval.

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