ARTICLES OF ORGANIZATION
ST. THOMAS MORE LAWYERS SOCIETY OF WISCONSIN
ARTICLE I. NAME
The name and title of this Organization is “St. Thomas More Lawyers Society of Wisconsin" ("Society").
ARTICLE II. PURPOSE
Consistent with the canon law and official teachings of the Roman Catholic Church, the purposes of the Society are:
(1) To foster in its members and in lawyers generally the high standards of ethics and professional responsibility exemplified by its patron, St. Thomas More (born February 6, 1478, martyred, July 6, 1535), who as a servant of God, family man, lawyer, statesman and public servant showed lawyers and lay people how rightly to order their lives.
(2) To inculcate in its members and in the public generally a deeper understanding of their dependence upon Almighty God as the source of all human rights.
(3) To promote the study and application of theology, philosophy and jurisprudence to the end that the system of law may better apply eternal truths to the solution of everyday legal problems.
(4) To sponsor the annual Lawyers’ Red Mass and First Friday Masses throughout the year and otherwise to invoke God’s blessing upon the legal profession and persons in government.
(5) To promote the spiritual and moral welfare of its members.
ARTICLE III. MEMBERSHIP
SECTION 1. Membership is subject to the approval of the Board of Governors ("Board") and consists of the following classes:
(1) Any lawyer or law student who subscribes to and is dedicated to the purposes of the Society and pays dues for the current Membership Year or who paid dues for the prior Membership Year.
(2) Any other person to whom the Board grants other membership status upon terms and conditions consistent with the purposes of the Society.
SECTION 2. VOTING RIGHTS. Each Member shall be entitled to one (1) vote.
ARTICLE IV. MEETINGS
SECTION 1. ANNUAL MEETING OF MEMBERS. An annual meeting of the Members shall be held at a time and place designated by the Board or the Executive Committee for the purpose of electing Officers and Governors, and for the transaction of such other business as may come before the meeting.
A notice of the annual meeting shall be sent to the Members at least ten (10) days prior thereto.
SECTION 2. BOARD OF GOVERNORS MEETINGS. The Board shall meet at least twice a year. The President or a majority of the Board may call a meeting of the Board to be convened on not less than five (5) days notice at a time and place designated by the President.
SECTION 3. EXECUTIVE COMMITTEE MEETINGS. The Executive Committee shall meet periodically at a time and place to be determined by the President.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Members of the Society may be called by either the President or the Board. Written notice stating the date, time and place of any special meeting of Members shall be sent to each Member entitled to vote at such meeting not less than five (5) days nor more than forty (40) days prior to the date of said meeting at the direction of the President or the Board. The purpose or purposes for which the meeting is called shall be stated in the notice.
SECTION 5. QUORUM.
(1) The presence of a majority of the members of the Executive Committee constitutes a quorum for a meeting of the Executive Committee.
(2) The presence of a majority of the members of the Board constitutes a quorum for meeting of the Board or of the Members.
ARTICLE V. BOARD OF GOVERNORS
SECTION 1. COMPOSITION OF THE BOARD. The Board shall be composed of the Officers, the elected Governors, the Chaplain(s), and the immediate past president. Each member of the Board is entitled to one (1) vote at any meeting of the Board. Voting by proxy is not permitted.
SECTION 2. POWERS. The Board shall supervise and direct the affairs of the Society and shall be responsible for compliance with these Articles. It shall control and manage the property of the Society with the power to appropriate funds as determined by these Articles. It shall fill all vacancies occurring on the Board with the person selected to serve as a Governor until the next meeting of the Members of the Society. It has full power to act for the Society in carrying out the objects and purposes for which the Society is formed.
SECTION 3. ELECTION. At each annual meeting there shall be elected (i) not less than three (3) nor more than five (5) Members of the Society to serve as Governors for a period of three (3) years and (ii) one or more Members of the Society to serve the balance of any term of any Governor (other than an Officer or Chaplain) who shall have resigned or been removed from office. The number of elected Governors shall not at any time exceed fifteen (15). No Governor shall be eligible to serve for more than two (2) consecutive full terms, and after serving two (2) consecutive full terms such person shall not be eligible to be reelected a Governor until not less than twenty-three (23) months shall have passed since the expiration of such person's last term as a Governor. This provision will not prevent a Governor from being elected an Officer and thereby continuing to serve on the Board or resuming service on the Board prior to expiration of such 23-month period.
SECTION 4. ABSENCE. In the event of the unexcused absence of an Officer or Governor (other than a Chaplain) from three (3) consecutive meetings of the Board, the Board may remove such Governor from the Board or from the Office such person may hold as the case may be. The Board may fill the vacancy thus caused with the person selected to serve until the next annual meeting.
SECTION 5. CHAPLAIN(S). One or more Roman Catholic Priests, appointed by His Excellency the Archbishop of Milwaukee and approved by the Board, shall serve as the Society's Chaplain(s). A Chaplain shall serve as a Governor and shall be entitled to vote on all matters coming before the Board.
SECTION 6. CHAIRMAN.
The President of the Society or in the President’s absence the President-Elect shall act as Chairman of the Board, presiding at all meetings and performing such other duties as may be fixed by these Articles or by resolution of the Board.
ARTICLE VI. OFFICERS
SECTION 1. OFFICERS. The Officers of the Society are the President, President-Elect, Treasurer, and Secretary. No two (2) offices may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the Society shall be elected by the Members at the annual meeting, and each Officer shall serve until such person's successor shall be duly elected or until the Officer's prior resignation or removal. If the election is not held at the annual meeting, it shall be held as soon thereafter as convenient. Any vacancy in an Officer position may be filled for the balance of the term at any meeting of the Board. No one shall be elected President for more than two (2) successive terms.
SECTION 3. REMOVAL. Any Officer may be removed by a two-thirds vote of the Board whenever in its judgment the best interests of the Society would be served thereby.
SECTION 4. PRESIDENT. The President shall be the principal officer of the Society and, subject to the direction of the Board, shall administer all of the business of the Society and perform such other duties as may be prescribed by the Board. The President shall preside at all Board meetings and all meetings of the Members.
SECTION 5. PRESIDENT-ELECT. In the absence of the President or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President. The President-Elect shall also perform such other duties as may be assigned by the President or the Board.
SECTION 6. TREASURER. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Society, receive and give receipts for money due and payable to the Society from any source, and deposit all such monies, in the name of the Society in such depositories as shall be designated by the Board and keep a register of the names and post office address of each Member of the Society. In general, the Treasurer shall perform all the duties incident to the office of Treasurer, including payment of all bills and periodically providing the Board with an accounting of the Society's finances, and shall perform such other duties as may be assigned by the President or the Board.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of the Board, Executive Committee and Annual meetings, seeing that all notices are duly given in accord with the provisions of these Articles or as required by law and shall be custodian of the records of the Society. In general, the Secretary shall perform all the duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board.
ARTICLE VII. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE.
(a) MEMBERSHIP. If so authorized by the Board from time to time, there shall be an Executive Committee consisting of the Officers of the Society, the Immediate Past President, and two (2) other members of the Board appointed by the President subject to ratification by the Board. The President shall serve as Chairman of the Executive Committee.
(b) SCOPE OF AUTHORITY. The Executive Committee shall have the power to handle all administrative functions which may arise between regular meetings of the Board and to perform such other functions as may be provided in these Articles. All executory actions of this committee shall be subject to ratification by the Board.
SECTION 2. NOMINATING COMMITTEE. Not less than twenty (20) days prior to the date of each annual meeting, the President shall appoint a Nominating Committee of not less than three (3) nor more than five (5) Members of the Society. The Nominating Committee shall select a nominee for each office and for Governors to be elected at the annual meeting as provided in Article V, Section 3. The list of nominees for each office and for the Board as selected by the Nominating Committee shall be submitted to the Members of the Society at the annual meeting. This list shall be included in the notice for the annual meeting. Ten (10) or more Members entitled to vote at the annual meeting may nominate other candidates for any office or for the position of Governor. Said nominations shall be in writing signed by the nominators and shall be filed with the Secretary of the Society at or prior to the annual meeting. When any nominations are filed with the Secretary in accord with the provisions of this Article, the Secretary shall forthwith present said slate of nominees to the meeting of the Members immediately after the list of candidates selected by the Nominating Committee has been submitted to the meeting.
SECTION 3. OTHER COMMITTEES. The President may from time to time appoint such other committees as may be necessary to carry on the work of the Society. The President shall appoint the Chairman of the respective committees. At least one member of the Board shall serve on each such committee and the committees shall exercise authority only to the extent provided by the President or by resolution of the Board. A majority of the members of a committee present at any meeting shall constitute a quorum.
ARTICLE VIII. BOOKS AND RECORDS
The Society shall keep books and records of account and shall also keep minutes of the proceedings of its Members, the Board, the Executive Committee and such other records as the Board may designate, and shall keep a record of the names and addresses of the Members entitled to vote. All books and records of the Society may be inspected by any Member or Member's agent or attorney upon reasonable advance written notice.
ARTICLE IX. DUES
SECTION 1. ANNUAL DUES. The Board shall determine the amount of annual membership dues. Annual dues for law students may be reduced by a majority vote of the Board. The Membership Year for which annual dues are payable is the period of October 1 to September 30.
SECTION 2. PAYMENT OF DUES. Annual dues for a Membership Year shall be payable in advance on or before the first day of October of such Membership Year unless the Board determines otherwise; dues for a Membership Year paid after October 1 shall entitle the person to membership through the end of such Membership Year and, as provided in Article III, Section 1, a person who pays dues for a Membership Year shall continue as a Member until the end of the succeeding Membership Year.
SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When a Member shall be in default in the payment of dues for an entire Membership Year, his or her membership shall terminated at the end of such Membership Year.
ARTICLE X. RULES FOR MEETINGS
All meetings of the Members, the Board, and any committee authorized herein shall be conducted in accord with these Articles.
ARTICLE XI. AMENDMENTS TO ARTICLES
These Articles may be amended or repealed and new Articles adopted by a majority of the Board.
ARTICLE XII. BY-LAWS
The Board, by a majority vote of those present at any meeting of the Board, may adopt By-Laws for the Society which are not inconsistent with these Articles of Organization.
St. Thomas More Lawyers Society of Wisconsin
