The name of the Corporation is THE MARITIME LAW ASSOCIATION OF THE UNITED STATES. The Corporation shall hereinafter in these by laws be referred to as the “Association.”
201. MEMBERSHIP CLASSES
Any person who is interested in the objectives of the Association and who can satisfy the qualifications required for membership in any of the below designated classes shall be eligible for membership. There shall be nine classes of members:
1. Associate Lawyer
9. Law Student
Members shall be elected by the Board of Directors, with the exception of Life Members, who shall automatically be elevated to that category in accordance with the requirements of Section 208, and Law Student Members, who may be admitted to membership in accordance with the requirements of Section 210.
202. ELIGIBILITY FOR ASSOCIATE LAWYER MEMBERSHIP
Any person admitted to the practice of law before any of the several courts in the United States shall be eligible for Associate Lawyer membership. An applicant for Associate Lawyer membership shall apply online as provided on the Association’s website, and shall submit written support from two Proctor members of the Association.
203. ELIGIBILITY FOR PROCTOR MEMBERSHIP
An Associate Lawyer or Academic member who has been a member of the Association for four years may apply for Proctor membership.
An applicant for Proctor membership shall apply online as provided on the Proctor Application page on the Member side of the Association’s website. Each Proctor applicant shall furnish satisfactory evidence of experience and qualifications as set forth on the application form, and shall submit written support from two Proctor members of the Association, neither of whom shall be associated with the applicant in the practice or teaching of law. All supporting materials shall be submitted with the completed online application. The Committee on Proctor Admissions shall make recommendations to the Board regarding the admission of new Proctors.
Upon recommendation of the Committee on Proctor Admissions, or in the Board of Directors’ discretion, the Board of Directors may waive the four-year requirement for Proctor membership if an applicant is otherwise qualified for Proctor membership.
204. ELIGIBILITY FOR ADJUNCT MEMBERSHIP
Any person who has rendered distinguished service in the advancement of the Maritime Law or its administration may be eligible for Adjunct membership if he or she (1) is a resident of the United States, (2) is not admitted to the practice of law in the United States, and (3) is not engaged in the private practice of law in the United States. A candidate for Adjunct membership must be proposed and recommended by two Proctor members of the Association, neither of whom shall be employed at the same organization as the candidate.
The requirements for proposing a candidate for Adjunct membership may be found on the Member side of the Association’s website. The Committee on Adjunct Member Admissions shall make recommendations to the Board regarding the admission of new Adjunct members.
Adjunct membership shall terminate when an Adjunct member ceases to meet the requirements of this By-Law. No Adjunct member shall be elected when the Adjunct members would thereby exceed ten percent of the total membership of the Association.
205. ELIGIBILITY FOR HONORARY MEMBERSHIP
Any person who has rendered distinguished service in the advancement of the Maritime Law or its administration may be eligible for Honorary membership. A candidate for Honorary membership must be proposed and recommended by two Proctor members of the Association, neither of whom shall be associated with the candidate in the practice or teaching of law.
206. ELIGIBILITY FOR JUDICIAL MEMBERSHIP
Any person who is a judge or magistrate of a court in the United States and who is substantially concerned with maritime affairs, shall be eligible for Judicial membership, which shall terminate when the member ceases to hold office. A candidate for Judicial membership may apply online as provided on the Association’s website or be proposed for membership by a member of the Association.
207. ELIGIBILITY FOR ACADEMIC MEMBERSHIP
Any person who is engaged on a full-time basis in the teaching of law or legal theory on the faculty of an accredited institution of higher learning shall be eligible for Academic membership, which shall terminate when the member ceases to be so engaged. An applicant for Academic membership shall apply online as provided on the Association’s website.
208. ELIGIBILITY FOR LIFE MEMBERSHIP
Members in good standing who have, as of January 1 in any year, maintained membership in the Association for 40 years shall be designated as Life Members.
209. ELIGIBILITY FOR EX-OFFICIO MEMBERSHIP
The Board of Directors may designate certain posts or positions that are substantially concerned with maritime affairs as Ex-Officio memberships. The persons holding such posts or positions shall be Ex-Officio members during their tenure in such post or position.
210. ELIGIBILITY FOR LAW STUDENT MEMBERSHIP
Any person who is a resident of the United States, who is currently enrolled as a student in a U.S. school of law, accredited by the American Bar Association, and who has expressed an interest in the practice of maritime law, may be eligible for Law Student membership, which shall terminate at the end of the calendar year in which the member graduates or ceases to be a student in good standing at the school. An applicant for Law Student membership shall apply online as provided on the Association’s website and shall submit a one-time dues payment in an amount set by the Board of Directors. Each application shall be supported in writing by a professor or administrative official at the law school attended by the applicant or by a member of the Association
211. ELIGIBILITY TO VOTE
All members of the Association in good standing, excepting Honorary, Ex-Officio, Judicial, and Law Student members, shall have the privilege of voting at the Association’s regular meetings.
The amount of annual dues of members shall be fixed by the Board of Directors and shall be payable upon receipt of invoice, with the exception of Law Student members, whose dues shall be payable as set by the Board of Directors. The following members shall be exempt from the payment of dues:
- Honorary, Ex-Officio, and Judicial members.
- Life members who elect to be exempt from the payment of dues.
213. REGULAR MEETINGS
Unless the President, with the concurrence of the Board of Directors, shall fix some other date, the annual meeting of the Association shall be held on the first Friday of May, and a Fall meeting shall be held on the first Friday of November of each year. The presence of one hundred members entitled to vote shall constitute a quorum at any meeting of the Association, and, except as provided in Article 7 of the Articles of Incorporation, actions shall be taken by a majority of those present and voting.
214. PROXY VOTING
In all instances in which proxy voting is authorized by the President, any member entitled to vote may deliver to the Secretary, or the Secretary’s designee, a duly signed instrument, as appears in the form annexed in Appendix A to these By-Laws, not less than 24 hours before the date appointed for the meeting at which the vote is to be taken, or within such later time as the Secretary, or the Secretary’s designee, may fix, which shall not be later than the time appointed for the opening of the meeting. Only the member appointed in such instrument shall be authorized to cast the vote, and such vote shall have the same effect as any other vote. In addition to the member’s own vote, a member may cast one vote for each proxy held.
215. TERMINATION AND SUSPENSION OF MEMBERSHIP
215.1 A member in good standing may resign from the Association at any time by so advising the Membership Secretary in writing. Such resignation will be effective upon receipt of the member’s written notice by the Membership Secretary of the Association.
215.2 Default in payment of dues or other monetary obligations to the Association for a period of one year may be cause for termination of membership. Default in payment of dues or other monetary obligations to the Association for a period of two consecutive years shall automatically terminate membership.
215.3 If a lawyer member is suspended or disbarred or ceases to be a member of the bar of any court by reason of misconduct, the lawyer’s membership in the Association shall be automatically terminated upon receipt by the Association of the official notification of such fact from the clerk of the court involved.
215.4 Membership may be terminated or suspended for misconduct in a member’s relations to the Association or to the legal profession or for other good cause.
A written complaint specifying the alleged misconduct or cause must be sent to the President. The President shall, within 30 days of receipt thereof, appoint a Special Committee to investigate and report to the Board of Directors. The Special Committee shall be constituted of three Proctor members appointed by the President from the membership of the Association, none of whom shall be a member of the Board of Directors.
The Special Committee shall set its manner of proceeding; however, the member complained of shall be afforded a prompt hearing with respect to the complaint at a mutually convenient location, at which the member complained of shall be given reasonable opportunity to be present with counsel and witnesses, if the member so chooses.
The Special Committee shall, no later than six months after the filing of the complaint, submit its written findings and recommendation to the Board of Directors for its decision. The member complained of and the complainant involved shall be given written notice of such findings and recommendation.
If the recommendation of the Special Committee, or a majority thereof, is for termination or suspension, the member complained of shall have the privilege of being present with counsel when the Board of Directors considers the recommendation of the Special Committee.
Any decision for termination or suspension of membership by the Board of Directors shall be by an affirmative vote of at least 14 members. The member complained of and the complainant involved shall be sent the decision of the Board of Directors by the President, and any decision of the Board of Directors as to termination or suspension of membership or otherwise shall be final.
The file and material compiled by the Special Committee or the Board of Directors shall be kept confidential. Only the decision of the Board of Directors shall be subject to publication.
216. REINSTATEMENT TO MEMBERSHIP
Any former member may, at the discretion of the Board of Directors, be reinstated to membership in the same class held at the time of termination or resignation upon the fulfillment of such conditions as the Board of Directors may require, including payment of a reinstatement fee and any past and current annual dues. An applicant for reinstatement shall apply online as provided on the Association’s website.
MANAGEMENT OF THE ASSOCIATION
Officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, a Membership Secretary, and a Website and Technology Secretary. They shall be elected at the annual meeting of the Association to serve for one year and until their successors have been elected. Only a Proctor member shall be eligible for election as an officer. The President shall serve no more than two terms.
302. BOARD OF DIRECTORS
There shall be a Board of Directors composed of 12 elected members, divided into three classes, and the President, the Vice-Presidents, the Secretary, the Treasurer, the Membership Secretary, the Website and Technology Secretary, and the Immediate Past President of the Association.
Four members of the Board of Directors shall be elected at the annual meeting of the Association to serve for a term of three years.
The Board of Directors shall fill vacancies in all elective offices, with the exception of the office of President, and the persons so appointed shall hold office until the next annual meeting.
303. NOMINATING COMMITTEE
There shall be a Nominating Committee appointed by the President not less than 60 days before each annual meeting.
304. COMMITTEES OF THE ASSOCIATION
In addition to the activities performed by the Officers and the Board of Directors, the work of the Association shall be carried out by its Committees.
305. DUTIES OF OFFICERS
305.1 The President shall be the chief executive officer of the Association and shall generally supervise its affairs. The President shall preside at all meetings of the Association and the meetings of the Board of Directors, shall have power to call special meetings, and shall have authority to authorize proxy voting.
The President shall have authority to establish such Committees as the President may deem necessary to facilitate the business of the Association. The President shall have authority to appoint the Chairs, Vice-Chairs, and other officers of all Committees, whose terms of office shall expire at the next annual meeting of the Association following their appointment. The President shall have authority to appoint the members of Special Committees, Study groups, and Board Liaisons. The Committee Chairs shall report to the President, who shall be an Ex-Officio member of all Committees.
305.2 The First Vice-President in case of the death, absence, or inability to act of the President, and the Second Vice-President in case of the death, absence, or inability to act of the President and the First Vice-President, shall discharge the duties of the President. The First and Second Vice-Presidents shall perform such duties as may be delegated to them by the President or by the Board of Directors.
305.3 The Secretary shall keep a record of the proceedings of all meetings of the Association and of such other matters as directed by the President or the Board of Directors.
The Secretary shall notify the Officers of their election or appointment, shall issue notices of all meetings, and, in case of special meetings, shall add a brief notice of the purpose of the meeting.
The Secretary shall be the keeper of the seal of the Association and shall perform such other duties as may from time to time be delegated to the Secretary by the President or by the Board of Directors.
305.4 The Treasurer shall collect and disburse all funds of the Association and shall keep regular records and accounts. At meetings of the Association and the Board of Directors, the Treasurer shall report in writing on the Association’s financial condition.
The Treasurer shall perform such other duties as may from time to time be delegated to the Treasurer by the President or by the Board of Directors.
305.5 The Membership Secretary shall keep a complete roll of the members, process applications for membership, notify new members of their election, and publish and distribute a directory of the members.
The Membership Secretary shall perform such other duties as may from time to time be delegated to the Membership Secretary by the President or by the Board of Directors.
305.6 The Website and Technology Secretary shall oversee the operations and functions of the Association’s website, the systems employed in the management of the Association, any social media engagements of the Association, and the operation of CLE programs using telecommunications equipment, in conformity with the policies and direction of the President and the Board of Directors.
306. DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall perform all functions delegated to it by any provision of the Articles or these By-Laws and shall formulate policies to further the objectives of the Association.
The Board of Directors shall approve all appropriations and expenditures of the Association’s funds.
Between meetings of the Association, the Board of Directors may exercise, not inconsistently with the Articles or with any action previously taken by the members, the functions that the members themselves may perform at meetings.
The Board of Directors shall consider from time to time, either on its own motion or at the suggestion of any member in writing, such matters affecting the objectives of the Association as in the judgment of the Board of Directors should be the subject of its investigation, consideration, discussion, and action.
307. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall hold at least four meetings in each year and shall report to the members concerning its activities.
308. VOTING BY THE BOARD OF DIRECTORS
Eleven members voting in any manner shall constitute a quorum at any meeting of the Board of Directors. Members absent from the place of meeting may vote on any matter coming before that meeting by written, electronic, or oral communication to the officer presiding.
401. MEMBERSHIP OF THE NOMINATING COMMITTEE
Directors other than the Immediate Past President shall not be eligible to serve as members of the Nominating Committee. No more than one member may serve from any one law firm; provided, however, that this limitation shall not apply to Past Presidents.
The Nominating Committee shall be chaired by the Immediate Past President or, in the Immediate Past President’s absence, the Immediate Past President’s immediate predecessor.
402. DUTIES OF THE NOMINATING COMMITTEE
The Nominating Committee shall propose a slate of nominees for election as officers and directors and present it to the membership at the annual meeting of the Association. No member of the Nominating Committee shall be eligible for election to any office under consideration by that Committee.
501. RESPONSIBILITIES OF COMMITTEES
All Standing Committees shall discharge their responsibilities in conformity with the Association’s objectives.
502. ELIGIBILITY TO SERVE ON STANDING COMMITTEES
All members of the Association in good standing, with the exception of Law Student members, may become members of the Standing Committees of the Association and vote in the proceedings of such Standing Committees. However, no member shall serve simultaneously on more than three Standing Committees in any capacity other than as representative of the Board of Directors, unless, in the President’s sole opinion and discretion, there are exceptional circumstances. Membership on the Young Lawyers Committee shall not prevent a member from serving on three additional Standing Committees.
The right to vote on the business of any Standing Committee does not accrue until 90 days have elapsed from the date that the member joins such Standing Committee. Provided that the limitations pertaining to membership on three-Standing Committees and the time limitations pertaining to voting as stated in this By-Law are observed, Association members are free to join or withdraw from Standing Committees at will.
Only a Proctor member or an Adjunct member shall be eligible to serve on the Board of Directors or as a Committee Chair or Vice-Chair of a Standing Committee, Special Board Liaison Committee or Special Committee unless, at the request of the President, the Board of Directors shall waive this requirement.
503. APPOINTMENT AND TERM OF OFFICE OF STANDING COMMITTEE CHAIRS
No Standing Committee chair or Subcommittee chair, or other officer, shall serve as such for more than four consecutive years unless, in the President’s sole opinion and discretion, there are exceptional circumstances that justify reappointment for an additional year.
504. CONSIDERATION OF STANDING COMMITTEE REPORTS
Unanimous Standing Committee reports may be acted upon at any meeting of the members.
In the event of a dissent, a majority report requesting action must be sent to the Secretary at least 45 days prior to the date of the meeting at which it is to be acted upon. Abstentions shall not be considered as dissents. A minority report must be submitted to the Secretary at least 30 days prior to the date of the meeting at which it is to be acted upon.
If not less than one-third of the members of a divided Standing Committee so request in writing, the President shall authorize proxy voting in accordance with Section 212 of these By-Laws.
The Secretary shall, at least 20 days prior to the date of the meeting at which such reports are to be acted upon, send copies of both reports, together with a notice of such action by the President, to each member of the Association.
The requirements of this By-Law or any part thereof may at any time be waived or suspended by action of the Board of Directors for good cause.
LIMITATION OF LIABILITY
601. LIMITED LIABILITY OF DIRECTORS, OFFICERS AND MEMBERS
In the absence of fraud or bad faith, the directors, officers and members of the Association shall not be personally liable for the debts or obligations of the Association except as otherwise provided by statute.
602. LIMITED LIABILITY OF DIRECTORS AND OFFICERS FOR NEGLIGENCE
No director, either serving without compensation or earning not more than $5,000 per year from his duties as such director, and no officer who is not a director and who is serving without compensation shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer, unless the act or omission involved willful or wanton conduct. Reimbursement for actual expenses shall not be deemed compensation of such director or officer.
APPEARANCES AND BRIEFS ON BEHALF OF THE ASSOCIATION
701.1 The President may authorize members of the Association to appear on behalf of the Association before any court or governmental body or before any national or international conference relating to matters of maritime interest to state the Association’s interests or express the Association’s views.
701.2 No member may express views on behalf of the Association or file a brief or statement with any court or governmental body on behalf of the Association, unless authorized to do so by the President. A member so authorized shall state as views of the Association only such as shall have been adopted either (a) by a resolution passed at a regular meeting of the Association by a majority of those present or (b) by a two-thirds vote of the total membership of the Board of Directors.
701.3 Any member of a Committee or Subcommittee testifying by authority of the President solely on behalf of such a Committee or Subcommittee shall, at the outset of such testimony, provide a list of the names of the Committee or Subcommittee members concerned. If the vote of the Committee or Subcommittee was unanimous, this shall be so stated; if not, the number of votes pro and con shall be stated, but without disclosing the individual positions or votes of members.
701.4 In regard to appearances on matters as to which the Association has not expressed a view as aforesaid, a member may be identified as a member of the Association but shall express only the member’s personal views or the views of the Committee or Subcommittee for which the member is authorized to appear. In so doing, the members shall, if requested to do so, identify the members of the Committee or Subcommittee. Such member must also state that the matter to which the member’s testimony is addressed has not been approved by the Association, that the matter may be of interest to the Association, and that the Association’s position will be sought and stated as soon as possible.
701.5 The Board of Directors shall not ratify any views expressed by members except upon a two-thirds vote of its total membership. In the absence of a two-thirds vote by the Board of Directors, such views may be ratified by a majority of the members at a meeting of the Association.
702. BRIEFS AMICUS CURIAE
702.1 As a general principle, participation by the Association as amicus curiae in any litigation shall be sparingly authorized.
702.2 Requests for amicus curiae participation shall be sent to the President. If the request is initiated by a party, a copy of the request shall be sent to opposing counsel. A copy of any lower court decision shall be furnished with the request. The request must present succinctly the issues involved and state why the Association should participate.
702.3 The criteria to be considered by the Association in determining whether or not to participate are:
(a) Whether or not the outcome would adversely affect uniformity.
(b) Whether or not the outcome would adversely affect traditional admiralty practice or procedure.
(c) Whether or not the outcome would adversely affect traditional admiralty jurisdiction.
(d) Whether or not the outcome would affect the meaning of a law or treaty advanced by the Association.
702.4 Upon receipt of the request, the President shall consult with the First and Second Vice-Presidents and may consult with the Chair(s) of the appropriate Association Committee(s). If, after such consultation, the President considers there is merit to the request, the President shall promptly send copies of all relevant materials, including the written request, opposition papers and lower court decisions, if any, to each director, calling for a vote. For this purpose the President, or the President’s designee, may poll the Board of Directors by any form of communication.
702.5 If, after consulting with the First and Second Vice-Presidents, the President considers there is no merit to the request or if, after submitting the request to the Board of Directors, less than two-thirds of the total membership of that Board approve amicus participation, the President shall advise the requesting person that the Association will not enter the litigation as amicus curiae.
702.6 If the Board of Directors approves the request by a vote of at least two-thirds of the Board membership, the President shall thereupon assign the responsibility for preparing the amicus brief and other necessary documents for action on behalf of the Association in favor of the views authorized by the Board of Directors.
702.7 The President shall report to the membership at any regular meeting all actions taken by the Association as amicus in any litigation.
AMENDMENTS TO BY-LAWS
801. These By-Laws may be amended by a two-thirds vote at any meeting of the Board of Directors; provided, however, that notice of any proposed amendment, together with its text, shall have been sent by the Secretary, or the Secretary’s designee, to the Directors at least 10 days prior to the meeting at which the amendment is to be acted upon. These By-Laws may also be amended by a majority vote of those present at any meeting of the members of the Association, provided the Secretary, or the Secretary’s designee, shall have sent the text thereof to the members at least 15 days prior to the meeting at which the amendment is to be acted upon.
901. In the event of dissolution, all of the remaining assets and property of the Association shall, after payment of the necessary expenses thereof, be distributed to a similar organization, which shall qualify under Section 501 (c)(6) of the Internal Revenue Code of 1986, as amended.
1001. The seal of the Association shall be circular in form and shall bear the name of the Association, the word “Illinois” and the year of its incorporation. The Association mark consists of a circular seal with a braided border, the words “The Maritime Law Association of the United States” in a ring within the braided border, and an image of a ship at its center above the Association’s founding date of 1899. Both the seal and the mark may only be used as directed by the Officers and Board of Directors of the Association.
“Notify,” “send,” or “sent” as used in these By-Laws shall mean to give notice or communication in writing, by electronic transmission, or by other means designated by the Secretary.
FORM OF PROXY PURSUANT TO BY-LAW 212
TO THE SECRETARY OF
THE MARITIME LAW ASSOCIATION
of the UNITED STATES
The undersigned, a member entitled to vote at the Association’s meeting to be held on________________ , hereby appoints and authorizes________________ , also a member, to vote on the undersigned’s behalf at that meeting.
(Signature of Member issuing proxy)
(City and State)
* NOTE: The proxy must be witnessed by a person other than the one intended to be the proxy holder.
REQUIRED FORM FOR BRIEF AMICUS CURIAE REQUEST
Before preparation of this form, Section 702 of the By-Laws should be reviewed. Please realize that participation by the Association is sparingly authorized. Further, the reputation enjoyed by the Association is dependent upon the highest standards of scholarship and professionalism. This Request must be filed immediately upon receipt of the Order or Opinion to be reviewed. This Request form should be prepared in triplicate and submitted to the MLA President with enclosures as required by Section 702.2, via E-MAIL.
1. Style of case in which review is sought:
2. Party you represent:
3. Date of Order/Judgment that review is sought:
(a) Is this a final judgment: ____yes ____no,
(b) If not a final judgment, please state the status of the case below.
(c) Do you request Petition for Cert, Brief on merits or both?
4. The Court in which review is sought and date that your brief is due:
5. If your amicus request is accepted by the Association – when would amicus curiae brief be due:
6. State succinctly the issue or issues involved (702.2)
7. State why the MLA should participate (702.2)
8. State what criteria (702.3) should be considered by the Association in determining participation in the amicus brief:
9. State the date that a copy of this Request with enclosures was delivered to opposing counsel. (Method of delivery shall be the same method as this Request):
(a) state the name and address of opposing counsel and the party or parties represented,
(b) has opposing counsel consented to the filing of an amicus brief by the Association? If yes, please attach consent.
10. E-MAIL all lower courts’ decisions, including any Appendix (702.2)
MARITIME LAW ASSOCIATION
CODE OF PROFESSIONAL CONDUCT
This Code of Professional Conduct was prepared by the Committee on Professional Relations chaired by Ben L. Reynolds of Houston, and approved by the Board of Directors at its meeting on May 1, 1997. It was approved by the Membership at the October 31, 1997 meeting. Maritime lawyers generally enjoy a good reputation for professional conduct, and this Code should help us maintain the high standards to which we all aspire.
1. I will provide the highest level of competency and efficiency in the performance of all legal services.
2. I will comply with all rules and codes of professional conduct, and respect the law and preserve the decorum and integrity of the judicial process.
3. I will be civil and courteous to all colleagues, parties, witnesses and the courts, recognizing that effective representation is undermined by antagonistic behavior.
4. I will keep my word in the conduct of my legal practice and treat my colleagues, parties, witnesses and the courts with respect and dignity. .
5. I will maintain the trust of my clients by keeping them well-informed and actively involved in making decisions affecting them.
6. I will resolve all disputes expeditiously and not engage in any course of conduct which unnecessarily increases cost or delays litigation.
7. I will engage in the discovery process, seeking an expeditious result for my client’s legitimate interest, while avoiding abuse and harassment of witnesses and parties.
8. I will contribute time and resources to pro bono activities.
9. I will not mislead or make any misrepresentation to the court.
10. I will exemplify and instill in others the tenets of this Code of Professional Conduct.