Bylaws & Policies
Amended and Restated By-Laws of the Delaware County
Association of Criminal Defense Lawyers (DCACDL)
Article I: Offices, Purposes and Powers
a. The principal offices of the DCACDL will be located in Media, Pennsylvania.
b. The DCACDL may also have offices at other such places as the Officers may from time to time a point or the activities of the Corporation may require.
1.2 Purposes and Powers
a. DCACDL shall have such purposes as are now or may hereafter be set forth in the Articles of Incorporation and shall have and exercise such powers in furtherance of its purposes as our now or may hereafter set forth in the Articles of Incorporation and the Nonprofit Corporation Law of 1988, as amended from time to time.
Article II: Membership
a. Members shall consist of attorneys with offices in Delaware County who practice criminal law in Delaware County, Pennsylvania, who submit their names for inclusion as a member, and pay yearly dues.
2.2 Annual Membership Meeting
a. An Annual Membership Meeting shall be held ever January, where election of Officers, and the transaction of business properly brought before the meeting shall take place. Additional Membership Meetings may be held at the discretion of the Officers.
2.3 Officers/Board Meetings
a. Officers shall meet at least quarterly in person or by other means as agree to transact business of the corporation.
2.4 Notice of Meetings
a. Members and officers shall be provided with written notice of every scheduled membership meeting during the year by way of the list serv and/or email.
b. Officers shall be provided with notice of every Board meeting scheduled during the year by email and/or telephone correspondence.
2.5 Corporate Records
a. The names of Members, Officers, Board Meeting Minutes, current By-laws and all records and accounts shall be maintained by the President or his/her designate.
Article III: Officers
3.1 Officers and Authority
a. Except as otherwise provided by law. The business and affairs of this Corporation shall be managed by a board consisting of its officers, including the President, Vice President – Elect, Treasurer, Secretary and a Public Defender’s Office Representative (hereinafter known as “PDR”). Said officers shall be members of this corporation who shall be
elected by the members at the Annual Meeting of members of the corporation and each officer shall be elected for two (2) year terms and serve until his/her successor shall qualify and be elected. Officers may seek re-election at the end of their term or seek another office on the board.
b. The PDR shall be an attorney working for the Delaware County Public Defender’s Office who is nominated by the Public Defender. Elected officers shall confirm the PDR by majority of the officers in order for the PDR to chair the position. The PDR shall have the same voting rights as the other officers, shall hold office for two years and may seek reconfirmation for an additional two-year term.
i. An attorney with the Public Defender’s Office may seek election for office with the DCACDL separate from the PDR but may not hold the position of PDR at the time he/she takes office.
c. The President shall be a member of the DCACDL who has just completed a term as President–elect. The President shall perform such other duties as are prescribed in the Bylaws, or as are incident to the role of the chair of the Board, or as may properly be required of the President by vote or the Board of Officers.
3.2 Election in Staggered Years
a. The election of President and Secretary shall take place in the odd-numbered year, and the election of Vice President and Treasurer shall take place in the even numbered year. Effective December 31, 2018, all Officer positions will end with the new Officers beginning and being elected with that with a two-year (2) term as described in these Bylaws. Each officer elected in 2018 will begin a new two-year (2) term in the beginning January 1, 2019.
3.3 Resignation and Removal
a. Any officer or PDR may resign at any time by giving written notice to the president or secretary. Such resignation takes effect on the date of receipt, or at any other time specified in it.
b. A majority of the officers may remove any officer or PDR who is declared of unsound mind by court order, is convicted of a felony, or fails to fulfill the responsibilities of officer specified in these by-laws or required by law or no longer meets the requirements for membership and officer or PDR may also be removed for fraudulent or dishonest acts, or for gross abuse of authority or discretion within the corporation; or for any other acts or statements that may reflect adversely on the Corporation.
c. In the event that the President shall not serve out a term for any reason, the Presidentelect shall succeed to the unexpired remainder thereof and continue through the individual’s own term.
d. In the event that the President-elect shall not be able to serve out a term, both a President and a President-elect shall be nominated and elected at the time of the next election and shall assume the match role by majority vote of the members on January 1 of the year following the individual selection.
e. In the event that both the President and the President-elect shall be unable to serve, the Board of Officers shall elect one of its members to serve as presiding member of the Board of Officers.
f. The President-elect may be removed from office before the expiration of the term by twothirds vote of a quorum of board of officers if it appears that the member’s continued service in this position is not in the best interest of the corporation.
a. Officer vacancies to death, removal, or resignation shall be filled by a majority vote of the Officers; and said appointed officer shall remain in place until the next Annual Membership Meeting.
b. A vacancy of the PDR shall require a new nomination from the Public Defender of Delaware County and a confirmation vote by the officers.
3.5 Duties of Officers
i. The President shall be Chief Executive Officer of the corporation. He/She shall preside at all meetings between the members and officers and shall have general and active management of the affairs of the corporation and shall see that all orders and resolutions are carried into effect. He/She shall execute all documents requiring a seal. He/She shall be Ex-Officio, a member of all committees and shall have the general power and duties of supervision and management usually vested in the duties of the President.
b. Vice President – Elect
i. The Vice President shall act in all cases for and as the president in the latter’s absence or incapacity and shall perform such other duties as he/ she may be required to do from time to time.
ii. The President-elect shall serve as presiding members the board of officers in the absence of the president and perform all and/or other duties assigned by the President. The President-elect shall become President on January 1 of the year following the individual’s election.
i. The Secretary shall attend all meetings of the members and officers and act as clerk thereof and record all the votes of the Corporation all the minutes of all transactions in a book to be kept for that purpose. He/She shall provide notices in accordance with the bylaws or as required by law. The Secretary shall also keep a roster shown the names and addresses the current Members of the Corporation. The Secretary shall perform all duties incident to the office and such other duties as may be assigned by the President.
i. The Treasurer shall have custody of the corporate funds and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall keep the monies of the corporation at a separate account to the credit of the corporation. He/She shall disburse funds of the corporation as may be ordered by the officers. Taking proper vouchers for such disbursements, and shall render the President, at the regular meetings of the officers or whatever may be required an account of all his/her transactions as Treasurer and of the financial condition of the corporation.
i. The PDR shall act as a liaison between the private criminal defense bar members in the Public Defender’s Office. He/She shall assist the Board with Courthouse policy, case law and procedure.
Article IV: Committees
4.1 Standing Committees
d. Judicial/D.A. Liaison
4.2 Ad Hoc Committees
a. Committees may be created by the board on and as – needed basis.
4.3 Committee Procedure
a. The Board shall appoint members to the Committee and each Board Member shall sit on a committee. Committee designations shall be made as soon as practical after the Annual Membership Meeting.
b. The Committee chair shall report back to the Board before taking any action and shall secure Board approval before moving forward with any action.
Article V: General Provisions
a. DCACDL shall indemnify each of its officers and members against liability whether or not then in service as such (and his/her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him/her in connection with the defense of any litigation to home the individual may have been a part because he/she is or was an officer or member of the corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties or was derelict in the performance of his or her duty as an officer or employee by reason of willful misconduct, bad-faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnify for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement. The foregoing right up and give medication shall be in addition to, and not exclusive of, all other rights to which such a officer or employee maybe entitled.
5.2 Duality of Interest
a. Any member or officer having an existing or potential investigation in a contract or other transaction presented to the DCACDL or its committees for deliberation, authorization, approval or restriction, or any such person who reasonably believes such an investigation exist in another such person, shall make prompt, full, and frank disclosure of the interest to DCACDL or committee prior to its acting on such contract transaction. The interested party or other member is requested to disclose the nature and extent of the interest in any relevant and material facts known to them about the contract or transaction which might reasonably be construed to be averse to the DCACDL interest. A Member or Officer may use information discussed at a meeting for their personal gain only when doing so does not interfere with the DCACDL interests. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions below must be does observed. If so, such person shall not vote on, nor use their personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. They may be counted in determining whether a quorum exist at a meeting where the contract or transaction is being discussed or voted upon. The meeting minutes shall reflect the disclosure made; the vote thereon; the abstention from voting and participation, if applicable; and whether a quorum was present.
For the purpose of this Section, a person shall be deemed to have an “interest” in a contract or other transaction if:
1. They are the party, or one of the parties, contracting or dealing with the DCACDL,
2. If they have significant financial or influential interest in, the entity contracting or dealing with the DCACDL, or
3. If they are otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved.
5.3 Conference Telephone
a. One or more persons may participate in a Officer’s or committee meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or read text in close to real time. Participation in the meeting pursuant to this article shall constitute present in person at that meeting.
5.4 Nonpartisanship Policy
a. DCACDL is a nonpartisan, nonpolitical organization. It shall neither endorse nor support any political candidate and shall not provide funding to any political entity or candidate. However, political candidates and holders a political office may request an opportunity to address the members of DCACDL.
a. The Officers of DCACDL shall serve without compensation for their services; however, they may be reimbursed for expenses incurred and documented on behalf of DCACDL.
5.6 Amendments to By-Laws
a. The By-Laws maybe amended, modified or changed by a simple majority vote of the members attending the specially called meeting for that purpose. At least thirty (30) days’ notice to the members shall be provided.