Section 1. NAME The name of the organization is ASSOCIATION OF CRIMINAL DEFENSE LAWYERS OF NEW JERSEY.

Section 2. OFFICES The Association may have offices at such locations as the Board of Trustees may from time to time designate.

Section 3. STATUS The Association shall be a non-profit corporation organized under the laws of State of New Jersey.

The Association is formed exclusively for charitable, scientific and educational purposes including, without limitation, the following purposes: 

(a) to protect and insure by rule of law, those individual rights guaranteed by the New Jersey and United States Constitution: to encourage cooperation among lawyers engaged in the furtherance of such objectives through educational programs and other assistance; and through such cooperation, education and assistance, to promote justice and the common good; 

(b) to promote study and research in the criminal justice systems and the related disciplines; 

(c) to disseminate by lecture, seminars and publications, the advancement of knowledge of the law as it relates and is ancillary to the field of criminal practice; 

(d) to promote the proper administration of criminal justice; 

(e) to foster, maintain and encourage the integrity, independence and expertise to defense lawyers in criminal cases; and, 

(f) to foster periodic educational meetings of defense lawyers and to provide a forum for material exchange of information regarding the administration of criminal justice and thereby concern itself with the protection of individual rights and the improvement of criminal law, its practice and procedures.

Section 1. APPLICATION FOR MEMBERSHIP

(a) Membership in the Association shall be by application made on a form prescribed by the Board of Trustees.

(b) All applications for membership must be accompanied by the payment of the appropriate dues and must be approved by the Board of Trustees unless this responsibility has been delegated to the President, Executive Director or to the Membership Committee.

(c) All memberships, with the exception of Life and Honorary Memberships, are on a fiscal basis, which begins on May 1st and ends on the following April 30th.

Section 2. ELIGIBILITY

(a) A member of the State Bar of New Jersey who is actively engaged in the defense of criminal cases is eligible to apply for membership in the Association as a Regular Member.

(b) A member of the State Bar of New Jersey who holds statewide judicial or county or statewide prosecutorial office, or a law student who works for a law enforcement agency, is ineligible to become or remain a member of the Association.

(c) A law student engaged in a course of study at a recognized law school in the State of New Jersey, or outside of the State of New Jersey if the student is a legal resident of the State of New Jersey, shall be eligible for Student Membership.  He or she shall remain a Student Member in good standing as long as he continues the study of law at a law school, pays his or her periodic dues as set by the Board of Trustees, and adheres to the objectives of the Association and to the qualifications for student membership.  A Student Member shall have all of the rights and privileges of a Regular Member, except that a Student Member shall not be eligible to hold any office in the Association.

Section 3. REGULAR MEMBERSHIP

(a) Regular Membership in the Association shall be available to those persons of professional competency and integrity who are actively engaged in the defense of criminal cases.

(b) Applications for membership shall be made on a form prescribed by the Board of Trustees. All applications shall be subject to approval by the Board of Trustees, unless this responsibility has been delegated to the President, Executive Director or Membership Committee.

Section 4. LIFE MEMBERSHIP The title of Life Member shall be conferred by the Board of Trustees on a Regular Member who, in lieu of payment of the established dues, makes payment to the Association in an amount set by the Board of Trustees.

Section 5. HONORARY MEMBERS

(a) Any person who shall have made an outstanding contribution to the public welfare and aided in the achievement of the goals of this Association may be proposed for Honorary Membership by five (5) Regular Members of the Association.

(b) The proposal for Honorary Membership shall be made in writing, subscribed by five (5) members and submitted to the President of the Association.

(c) An affirmative vote of a majority of the Board of Trustees shall be required to elect any Honorary Member.

Section 6. VOTING Each member in good standing shall be entitled to one (1) vote at the Association's proceedings and shall be eligible to hold any office subject to the requirements of Article IV, Section 1. Honorary Members shall not be entitled to vote at any of the Association's proceedings and shall not be eligible to hold any office.

Section 7. REVOCATION OF MEMBERSHIP Membership of all classes and categories may be revoked for cause by vote calling for such revocation by three-quarters (3/4's) vote of the members of the Board of Trustees, after notice and a hearing consistent with due process of law.

Section 1. DESIGNATION The elected officers of the Association shall consist of a President, a President-Elect, a Vice President/Treasurer, two (2) Vice Presidents, and a Secretary.  Only sitting members of the Board of Trustees will be eligible to be nominated and elected as officers.  In addition to the elected officers of the Association, there shall be appointed by the Board of Trustees an Executive Director and such Committees as are deemed appropriate. The chairperson of any committee created shall be designated by the Board of Trustees.

Section 2. ELECTION AND TERM OF OFFICE

(a) Elected Officers: The elected officers of the Association, with the exception set forth in Paragraph (b) of this section, shall be elected at the annual meeting and until their successors are elected and qualified. 

(b) President-Elect shall automatically become President of the Association and shall serve as President for a period of one (1) year in addition to any period of time necessary to fulfill the unexpired term of his predecessor who may have died, resigned or been removed from office. 

Section 3. DUTIES OF ELECTED OFFICERS The duties and powers of the elected officers of the Association shall be as follows:

(a) President: The President shall be the Chief Executive Officer of the Association, and it shall be the President's responsibility to oversee and coordinate the activities of the Association and to preside at its meetings. The president shall be the spokesperson for the Association and whenever practicable shall publicly appear for the Association and speak its policies. The President shall organize the annual meeting of Association at the place designated by the Board of Trustees. The President shall have responsibility for all facets of said meeting upon asking and receiving the advice of the Board of Trustees.

(b) President-Elect: The President-Elect of the Association shall assist the President in the performance of his or her duties and shall also perform such other duties as may be prescribed for the President-Elect by the Board of Trustees. In the case of the absence of the President, the President-Elect shall act as Chief Executive Officer of the Association. In case of the death of the President or in the event of the President's 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/Treasurer: The Vice President/Treasurer shall maintain the funds and pay the obligations of the Association as directed by the Board of Trustees, and shall have such other powers and perform such other duties as are incident to the offices of Vice President and/or Treasurer.

(d) Vice Presidents: The Vice Presidents shall assist the President and President-Elect in the performance of their duties and perform such other duties as may be prescribed for them by the Board of Trustees. In the event of the death, incapacity, resignation or removal from office of both the President and President-Elect, the Vice President/Treasurer shall fulfill the unexpired term of both officers and assume the duties of the office of the President.

(e) Secretary: The Secretary shall attend and keep minutes of all meetings of the Association, and shall have such other powers and perform such other duties as are incident to the office of the Secretary.

Section 4. DUTIES OF APPOINTED OFFICERS The duties of the appointed officers are:

(a) Executive Director: The Executive Director shall be the Managing Officer of the Association and it shall be the Executive Director's responsibility to effectuate the policies of the association as directed by the Board of Trustees. Within limits defined by the policies of the Board of Trustees, the Executive Director shall be empowered to do all of the day-to-day acts and make all of the day-to-day decisions which the Executive Director shall in his or her discretion deem necessary to the achievements of the ends of the Association. The Executive Director shall (1) supervise, engage or dismiss in his or her discretion the subordinate employees of the Association; (2) organize and facilitate the annual meeting of the membership and all regularly scheduled meetings of the Board of Trustees; (3) report to the President either by mail or in person each month.- The Executive Director shall serve at the pleasure of the Board of Trustees and shall execute a surety bond in the amount fixed by the Board of Trustees.

Section 5. EXECUTIVE COMMITTEE The purpose of the Executive Committee of the Association of Criminal Defense Lawyers of New Jersey shall be to act on Association business and transactions during the interim period between Board of Trustee meetings. The Executive Committee shall consist of the President, President-Elect, the Vice Presidents and the Secretary/Treasurer. The Executive Committee shall be charged with the duty of reviewing applications for the position of Executive Director of the Association. The Executive Committee shall, prior to the Board of Trustees meeting each year, review the performance of the current Executive Director and determine whether the current Executive Director shall be recommended to the Board of Trustees for a successive term of office.

Section 1. QUALIFICATIONS Eligibility for election to the Board of Trustees shall extend to all classes of membership except Student and Honorary.

Section 2. NUMBER OF MEMBERS The Board of Trustees shall consist of not more than thirty (30) members of the Association and all officers, excluding Past Presidents who are permanent Trustees.

Section 3. POWERS The Board of Trustees shall manage the business and affairs of this Association. Any act of a majority of the voting Trustees present at a meeting shall be the act of the Board of Trustees but in no event can this majority be less than fifteen (15) votes.

Section 4. TERM OF OFFICE Members of the Board of Trustees shall be elected at the regular annual meeting of the Association and shall hold office for a period of three (3) years; except at the organizational meeting eight Trustees shall be elected for a term of one (1) year; eight Trustees shall be elected for a term of two (2) years; and eight Trustees shall be elected for a term of three (3) years.

Section 5. VACANCY In the event of a vacancy on the Board of Trustees, the term shall be filled by the Board of Trustees.

Section 6. QUORUM Fifteen (15) members of the Board of Trustees shall constitute a quorum for the transaction of business.

Section 7. ORGANIZATION The President of the Association shall serve as chairperson of meetings of the Board of Trustees, and in the absence of the President, the President-Elect shall serve as chairperson. The Secretary/Treasurer of the Association shall act as Secretary of the Board of Trustees.

Section 8. MEETINGS The Board of Trustees shall meet immediately after the annual meeting of the Association at the site of the annual meeting and on the same day. There shall be at least three (3) regular meetings during the year at a location determined by the President or the Board of Trustees. Additional meetings may be called at any time by the President or a majority of the Trustees.  Except for the meeting to be held immediately after the annual meeting of the Association, and the Nominating Committee meeting described in Article VI, Section 1 of these Bylaws, the Board of Trustees may act without an in-person meeting if the members of the Board of Trustees may participate in a meeting by means of a telephone conference call or any other means of communication by which all members are able to hear or otherwise communicate effectively with each other.  Votes may occur either at physical meetings, via conference call, or through electronic vote or such other state of the art means as consistent with this Bylaw.

Section 9. REMOVAL A Trustee may be removed for cause by a vote calling for such removal by a three-quarter (3/4) vote of the members of the Board of Trustees after notice and a hearing consistent with due process of law.

[NOTE: Under the ACDL-NJ Attendance Policy (set forth below these Bylaws), "It shall be considered the standing policy of the ACDL-NJ that Trustees shall be expected to attend, at a minimum, 50% of the regularly scheduled board meetings during the trustee's term."]

Section 1. NOMINATING COMMITTEE The Nominating Committee shall consist of the Board of Trustees. The duty of the Nominating Committee shall be to nominate candidates for election as Trustees and Officers at the next annual meeting of the Association.

Section 2. NOTICE The duty of the Nominating Committee is to notify the Executive Director in writing at least thirty (30) days before the date of the annual meeting of the Association of the names of such candidates. The Executive Director shall mail, either electronically or, where no electronic mail address is available, by regular mail, a copy of a list of such candidates to the last recorded address of each member simultaneously with the notice of the meeting.  

Section 3. OTHER NOMINATIONS Any member of the Association qualified to vote may nominate any other member qualified to hold office by forwarding to the Executive Director a written petition for such nomination signed by at least twenty (20) members in good standing no later than thirty (30) days prior to the said annual business meeting. The President shall read to the membership at the annual meeting the names of those nominated.

Section 4. VOTING

(a) Members in good standing who attend the annual meeting of the Association are eligible to vote.

(b) At the annual business meeting and after compliance with the preceding Sections of this Article, Officers and Trustees shall be elected by a majority vote by secret ballot of members, in good standing, and voting.

Section 1: TIME AND PLACE The annual meetings of the Association shall be held at such time and place as may be fixed by the Board of Trustees. 

(a) A semi-annual meeting may be held when in the opinion of the President or the Board of Trustees the press of business requires such a meeting for discussion of Association business or to forward the educational objective of the Association. The meeting shall be held at such time and place as may be fixed by the President with the concurrence of the Board of Trustees.

Section 2: QUORUM Those members who are eligible to vote and are present at any annual meeting of the Association shall constitute a quorum for the transaction of business at said meetings.

Section 3: PROGRAM The program of the annual meeting shall be devoted primarily to the furtherance of the aims, purposes and objectives of the Association.

The fiscal year of the Association shall begin on the first day of May and end on the last day of April in each year.

Section 1: Annual Dues The annual dues of all classes of membership shall be set by the Board of Trustees and thereafter ratified by the membership at the annual meeting by a majority vote.

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 in advance on or before May 1st of each year.

In the event this Association should dissolve, its physical assets shall be sold and along with its liquid assets, they shall be distributed to a charitable organization whose primary objectives are the furtherance of criminal justice. Said distribution shall be determined by a majority vote of the Board of Trustees then in office.

Section 1: Notice These By-Laws may be amended by a majority vote of the members who are present and voting at any annual or semi-annual meeting, PROVIDED that copies of each proposed amendment shall have been mailed to all members eligible to vote at least ten (10) days in advance of the annual or semi-annual meeting at which such action is proposed to be taken.  The notice required by this Bylaw may be sent by electronic mail, provided that notice to members in good standing for whom the Executive Director does not have an electronic mail address must be sent by regular mail.

Section 2: Waiver The notice required by Section 1. of this Article can be waived by the unanimous vote of those members present and voting at such annual meeting.

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ACDL-NJ ATTENDANCE POLICY

    WHEREAS the ACDL-NJ is governed by a Board of Trustees comprised of 30 members, each serving a term of three years such that the terms of 10 trustees expire each year; and 

    WHEREAS it is vital to the continued growth and vitality of the ACDL-NJ that the Board of Trustees be comprised of members who are willing and capable of investing the time and energy necessary to carry out the functions of the ACDL-NJ; and

    WHEREAS it is beneficial to the continued growth and vitality of the ACDL-NJ to promote the periodic influx of new Trustees; and 

    WHEREAS, in certain instances, seats on the Board of Trustees have been held by members unwilling or unable to attend board meetings or otherwise devote the time and energy necessary to fulfill the responsibilities of the position;

NOW, THEREFORE, BE IT RESOLVED, AS FOLLOWS:

1. It shall be considered the standing policy of the ACDL-NJ that Trustees shall be expected to attend, at a minimum, 50% of the regularly scheduled board meetings during the trustee's term.

2. It shall be the standing policy of the ACDL-NJ that any Trustee who has not attended, at a minimum, 50% of the regularly scheduled board meetings during the trustee's term shall NOT be re-nominated for another term. The Board may decline to follow this standing policy in unusual or compelling circumstances.

3. One month prior to the regularly scheduled Nomination Meeting, the Executive Director shall circulate to the entire Board the attendance history of each Trustee whose term is scheduled to expire that year.

4. Any Trustee who has not attended, at a minimum, 50% of the regularly scheduled board meetings during the trustee's term, may submit to the entire Board any explanation that Trustee feels appropriate to explain the Trustee's attendance record and the Trustee's intentions regarding future attendance should the Trustee be elected to another term. Said submission should be sent by e-mail to the entire Board no later than one week prior to the Nomination Meeting. Any Trustee who wishes to express personal or confidential information may instead choose to communicate with the President, orally or in writing, in lieu of sending an e-mail submission to the entire Board.

5. It shall be the policy of the ACDL-NJ that the attendance record of a Trustee whose term is expiring is a factor to be considered by the Board in deciding whether to re-nominate or re-elect the Trustee to a new term, even in those instances in which the Trustee has attended at least 50% of the regularly scheduled board meetings during the Trustee's term.

6. In addition to a Trustee's attendance record, the Trustee's contributions to the ACDL-NJ shall also be a factor to be considered by the Board in deciding whether to re-nominate or re-elect the Trustee to a new term. Contributions include, but are not limited to, serving as chair or contributing member of a committee; appearing on behalf of the ACDL-NJ on Supreme Court or other judicial committees; appearing as amicus counsel on behalf of the ACDL-NJ; authoring position statements or other documents on behalf of the ACDL-NJ regarding legislative matters; representation of ACDL-NJ members as part of the Lawyers Assistance Committee; attracting new members or otherwise promoting the good name and reputation of the ACDL-NJ; and speaking at ACDL-NJ organized or sponsored seminars.

7. No Trustee shall be entitled as a matter of right to reelection to a new term as Trustee upon expiration of his or her term. 

This RESOLUTION was duly adopted by the ACDL-NJ Board of Trustees at a regularly scheduled meeting held on the 10th day of April, 2014.