KANSAS WOMEN ATTORNEYS ASSOCIATION
April 29, 2023*
1. General Provisions
1.1 Name. The name of the association is Kansas Women Attorneys Association.
1.2 Registered office. The registered office of the Association is 11600 College Boulevard, Overland Park, Kansas 66210, which is the address of the National Registerd Agents, Inc., referenced in paragraph 1.3, below.
1.3 Registered Agent. The resident agent is the National Registered Agents, Inc.
1.4 Term. The term of the Association is perpetual.
1.5 Fiscal year. Fiscal year shall end on the 31st of December of each year.
1.6 Rules and regulations. The Council may adopt rules and regulations for the effective conduct of the Association's business and such rules and regulations shall have the force and effect of bylaws.
2. Purpose
2.1 Non-profit. This Association is organized not-for-profit and shall have no authority to issue capital stock.
2.2 Exempt purposes.This Association is organized for the following purposes:
a. To promote the efficient administration of justice and the constant improvement of the law, especially as it relates to women;
b. To encourage the advancement, education, and support of women in the legal profession;
c. To encourage the participation of women in professional and bar organizations, particularly at the committee and officer level;
d. To promote equality and social justice for all people;
e. To improve relations between the legal profession and the public; and,
f. To provide women attorneys with a supportive environment to network professionally.
*Incorporating amendments effective October 22, 2009, October 12, 2010, and May 16, 2011, May 6, 2017, and April 29, 2023
3. Powers
3.1 General powers. This Association shall have authority to exercise every power permitted to be exercised by an association organized not-for-profit under the laws of the State of Kansas.
3.2 Limitation on use of earnings. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, officers, Council members, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for expenses incurred and services actually rendered by such persons for the benefit of the Association in furtherance of its purposes.
3.3 No political activities. No substantial part of the activities of the Association shall be the carrying on of partisan politics.
3.4 Non-profit tax code restrictions. Notwithstanding any other prov1s10ns of its Articles of Incorporation, the Association shall not carry on any activities to any extent not permitted to be carried on by an association exempt from federal income tax under§ 501(c)(6) of the IRS Code of 1954.
4. Membership
4.1 Voting members. Voting members shall be persons licensed to practice law who subscribe to the purposes of the Association and who have paid the applicable membership fee. Each member shall have one vote.
4.2 Honoray members. The Council may elect any person who has attained unusual distinction in the Bar or on the Bench or has contributed significantly to the enhancement of the legal profession, as an honorary member of the Association. Such designation shall ordinarily be reserved for speakers or guests from other associations. Honorary members shall not be required to pay either dues or assessments. Honorary members shall be non-voting members unless such members choose and are qualified in active membership.
4.3 Student members. Any currently enrolled student at an accredited law school shall be eligible for a student membership until admittance to any state bar. Student members shall not be entitled to vote or hold office and shall pay membership dues established by the Council.
5. Annual Membership Meeting
5.1 Time and place. The membership shall meet at least once each year at a place and time determined by the Council for the purpose of electing officers and district representatives.
5.2 Quorum. Ten percent of the total voting membership, either present in person or by written proxy, shall constitute a quorum.
6. Dues
6.1 The membership year shall be from August 1 to July 31 of each year. The annual dues of members shall be due on August 1 of each year. If dues are not paid by November 1, such person shall no longer be a member. The amount of dues shall be established by the Council.
7. Council
7.1 Duties; management. The Council shall be responsible for the management and control of the property, business and affairs of the Association and shall govern and manage all affairs of the Association in accordance with law and the terms of the Articles of Incorporation and these bylaws.
7.2 Membership. The governing body of the Association shall be known as the Council which shall consist of the following members of the Association:
a. The officers of the Association;
b. Two members from each of the eleven districts created by the Kansas Bar Association shall be known as district representatives; and
c. The chairpersons of the committees identified in§ 11.3.
7.3 Voting. Council members shall have only one vote regardless of the number of positions held on the Council.
8. Election of Officers and Appointment of District Representatives
8.1 Election of district representatives and officers. District representatives and officers shall be chosen by the voting membership at the annual meeting of the membership upon nomination by the nominating committee.
8.2 Qualifications. Council members shall be voting members who have expressed interest, concern and support for the purposes of the Association.
8.3 Terms of office for district representatives. District representatives shall serve for two-year terms which shall commence upon their election at the annual meeting; provided, however, that such terms shall be staggered so that there is always one representative from a district who is beginning the second year of the two-year term when the other representative is beginning the first year of the two-year term.
8.4 Terms of office for officers. Officers shall serve for a one-year term which shall commence upon their election at the annual meeting of the membership.
8.5 Resignation. Any Council member may resign by filing written resignation with the Secretary and such resignation shall become effective when so filed unless some subsequent effective date is set forth in the resignation. Except as provided in§ 10.4, the President shall select an Association member to serve the remainder of the resigning Council member's unexpired term.
9. Council meetings
9.1 Place. All Council meetings shall be held at such times and places as may be designated by the President.
9.2 Regular meetings. Regular meetings shall be held twice each year, preferably with one meeting in the fall and one meeting in the summer.
9.3 Special meetings. Special meetings may be called by the President or by any three Council members. Business to be transacted shall be limited to those matters Identified in the notice of such meeting.
9.4 Telephone. Council members or any committee may participate in a meeting by means of telephone or similar communication. Participation in a such a meeting shall constitute presence in person.
9.5 Waiver of notice. Whenever notice is required to be given by these bylaws, the Articles of Incorporation, or by statute, a written waiver shall be equivalent to notice. Attendance of a person at a meeting constitutes a waiver of notice, except when such person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
9.6 Action by consent. Unless otherwise provided, any action required by statute or regulation to be taken at any Council meeting, may be taken without a meeting, without prior notice and without a vote, so long as all the Council members consent to the action.
9.7 Quorum. One-third of the Council shall constitute a quorum at all Council meetings for the transaction of business. In the event that a quorum is not present, the Council may adjourn the meeting form time to time without notice, other than announcement at the meeting, until the requisite number of Council members shall be present and then business may be transacted at the meeting as originally notified.
9.8 Voting procedures. All elections of Council members and votes upon any other question, unless otherwise provided by Council resolution, may be had by ballot, voice vote, or by showing of hands unless a member, at least five days prior to the date of any meeting or election, requests in writing a vote by ballot, and then the election shall be by ballot.
10. Officers
10.1 Designated officers. Officers of the Council shall be a President, President-Elect, Past President, Secretary, and Treasurer. Officers, except for President and Past President, shall be chosen by the voting membership upon nomination by the Nominating Committee.
10.2 Other officers and agents. The Association may have such other officers, agents and staff as may be necessary, in the determination of the Council, with such duties and for such terms as the Council may determine.
10.3 President; duties. The President shall be the chief executive officer of the Association, except as hereinafter stated; shall preside at all meetings of the Council and its Executive Committee; shall serve ex-officio with a vote on all standing committees; shall have the general management of the business of the Association and shall see that all orders and resolutions of the Council are carried out. The President shall execute bonds, mortgages, stock transfers, and all authorized contracts and agreements in the name of the Association, and shall perform such other duties as may be assigned by the Council. In addition to the previously stated powers and responsibilities, the President shall also have the authority to appoint, with the approval of the Executive Committee, a KWAA member to serve as an Assistant Treasurer. When an individual is appointed to serve as an Assistant Treasurer, the position shall be a duration up to and including until the next election. The duties of an Assistant Treasurer shall be those delegated by the Treasurer, as needed, throughout the year. It is expected that after serving in the position of Assistant Treasurer, the Assistant Treasurer shall be considered for the position of Treasurer in future years.
10.4 President-elect; duties. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers or the President, perform the duties and exercise the powers of the President in connection with meetings of the Council and its Executive Committee and perform such other duties as the Council may prescribe. The President-Elect shall succeed to the office of the President upon the expiration of the President's term or upon the President's death or resignation. If the President-Elect succeeds to the office of President, the President-Elect shall complete the President's term and shall complete the subsequent term as President.
10.5 Secretary: duties. The Secretary shall be the ex-officio secretary of all meetings of the members and Council, and shall give all required notices of meetings of members and the Council, and shall perform such other duties as may he assigned by the Council or President. The Secretary shall also file the Association's annual report with the Secretary of State.
10.6 Treasurer; duties. The Treasurer shall keep and receive the funds of the Association and shall place the same in such depositories as may be designated by the Council. Funds of the Association may be disbursed or paid out on the Association's behalf on the signature of the Treasurer or the President and in such manner as the Council may designate. The Treasurer or President is authorized to approve and expend the Association's funds to reimburse expenses incurred on behalf of the Association up to $500 without approval of the Council or the Executive Committee. The Treasurer shall keep such books, setting forth a true record of the receipts, expenditures, assets, liabilities, losses, and gains of the Association as are in accord with the general accounting practices or as may be designated by the Council, and shall, when required by the President or Council, render a statement of the financial condition of the Association. The Treasurer shall also file an annual information return (currently designated as Form 990 or 990EZ) with the Internal Revenue Service.
10.7 Past President: duties. The Past President shall perform such duties as may be requested by the President or the Council.
11. Committees
11.1 Nominating and Transition Committee. The Council shall appoint a nominating and transition committee prior to the annual membership meeting. The Nominating and Transition Committee shall have no less than two members who may or may not be Council members in addition to the President-Elect who shall serve as Chair. The Nominating and Transition Committee shall prepare a slate of nominees for the positions of President-Elect, Secretary, and Treasurer to be presented for consideration and election at the annual membership meeting. The Nominating and Transition Committee shall also assemble, in duplicate, the financial books, records, bylaws, minutes, Lindsborg conference materials, newsletters, and other important items, from the relevant officers and committee chairs for transition, with one copy given at the Lindsborg conference, to the incoming President, and the other to the outgoing Archives Committee Chair for preservation.
11.2 Executive committee. The executive committee shall consist of the officers. The executive committee is authorized to approve expenditures over $501 and decide issues that may arise between Council meetings.
11.3 Standing committees. The President shall appoint the chairpersons of the following standing committees: Membership and Communications, Public Policy and Gender, Outreach and Education, Small Firm and Solo Practice, Archive and Awards, Diversity, Equity, and Inclusion, and the Annual Conference.
11.4 Ad hoc committees. The President may appoint any ad hoc committee for any special purpose.
11.5 Rules; ex-officio. All standing committees may adopt their own rule of procedure. Chairpersons shall select their committee members. The President or, if designated by the President, President-Elect may attend meetings and engage in discussion but cannot vote.
12. Amendments
12.1 Articles of Incorporation. The Articles of Incorporation may be amended either upon approval by a majority vote of the membership at a meeting following written notice given not less than 10 nor more than 50 days before said meeting, which notice sets forth the proposed amendments and gives the date, time and place of meeting.
12.2 Bylaws. These bylaws may be amended or repealed by majority vote of the Council, provided, however, notice of such amendments and their substance must be given to each Council member at least 10 days before any meeting duly called for such purpose. The membership shall be notified of any bylaw amendments or repeal at the next regular meeting of the membership.
13. No endorsement of individual candidates
While the Association encourages the advancement of women in the legal profession, the Association shall not endorse or support any individual candidate for any judicial legislative, bar, or political position or office.
14. Dissolution
Upon dissolution of the Association, the Council shall, after paying or making provision for payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association which arc in furtherance of authorized exempt purposes of organizations set forth in Section 501 (c) of the IRS Code of 1954; or to such organization or organizations organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization(s) under Section 501 (c) of the IRS Code of 1954, as Council shall then determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the country in which the principal office of the Association is then located, exclusively for such purpose(s) or to such organization(s) as said court shall determine, which are organized and operated exclusively for such purposes.