On October 30, 2025, the Waterbury Bar Association, Inc. will hold its annual meeting, during which its members will vote whether to approve the following Amended and Restated Bylaws. Please email [email protected] if you would like to review a redline version of these proposed revisions compared to the current revision. This post shall serve as Notice of proposed amendment as required under the current bylaws.
AMENDED AND RESTATED BY-LAWS
OF THE
WATERBURY BAR ASSOCIATION, INC.
ARTICLE I
Name, Governing Law, Offices
The name of this Association shall be “The Waterbury Bar Association, Inc.” (the “Corporation”). The Corporation shall be governed by the Connecticut Revised Nonstock Act, Chapter 602 of the Connecticut General Statutes (as the same may be hereafter revised or replaced, the “Nonstock Act”). The principal office of the Corporation shall be at such place as the Board of Directors of the Corporation shall from time to time designate.
ARTICLE II
Objects
The objects of this Corporation are to uphold the standard of professional qualifications; to maintain the honor of the legal profession; to encourage cordial relations among its members; to support all proper measures for improvements of the jurisprudence of the State, organization of the Courts and the appointment of the judges, and to promote the general interests of the Corporation.
ARTICLE III
Membership
Any member of the State of Connecticut Bar in good standing, any paralegal, any law student, and any paralegal student having an interest in the goals of this Corporation may become a member upon payment of annual dues.
ARTICLE IV
Meetings
Section 1. The Corporation shall elect officers annually at a meeting to be held at such time and place as shall be determined by the President.
Section 2. Special meetings of the membership of the Corporation may be called at any time by the President, or by the Board of Directors, and shall be called by the Secretary upon written request of ten (10) members specifying the subject of such meeting. A notice of any special meeting, stating the subject for which it is called, shall be noticed to the members at least three (3) days before the meeting.
Section 3. Twenty (20) members constitute a quorum of any meeting.
Section 4. Written proxy votes shall be permitted.
ARTICLE V
Officers
Section 1. The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer. Each officer shall be elected at the annual meeting of the membership of the Corporation. The elected officers shall assume their respective offices immediately upon the certification of the election by the then sitting President. No member may serve more than two (2) consecutive terms in the office of the President. There shall be no cumulative limit for how many non-consecutive terms any person may serve as President.
Section 2(a). Three (3) weeks before the date set for the annual meeting, the President, or in case of his inability or disability, then the officer next in authority as hereinafter provided in Section 3, shall appoint a nominating committee. The Secretary shall notify the membership of the names of the nominating committee at least twenty (20) days before the annual meeting and shall invite nominations from the membership at large. Any member wising to have his or her name placed in nomination at the annual meeting shall submit it to the Secretary at least ten (10) days before the annual meeting. The nominating committee shall publish, at least five (5) days before the date set for the annual meeting, the names of all nominees received and the slate selected by the nominating committee. There shall be no nominations accepted from the floor, except those whose names were timely submitted as provided in this section.
Section 2(b). Any member in good standing on the day prior to a meeting shall be entitled to vote at any meeting in person.
Section 3. The President shall preside at the Corporation meetings. The President shall be the chief executive officer of the Corporation and shall have such powers and duties as are customary with such office. In case of and during the inability or disability of the President to so act, then the Vice-President shall exercise the powers and duties of the President. In case of and during the inability of the President and the Vice-President, then the Secretary shall exercise the powers and duties of the President. In case of and during the inability or disability of the President, Vice-President, and Secretary, then the Treasurer shall exercise the powers and duties of the President.
Section 4. The Secretary shall keep a record of all of the Corporation meetings and all of the directors’ meetings of the Corporation. He/she shall conduct the correspondence and shall be the keeper of the records of the Corporation. He/she shall keep a list of members and shall issue notices of all meetings.
Section 5. The Treasurer shall collect dues, have the care and custody of the funds of the Corporation and shall sign all checks. He/she shall report all fiscal affairs to the Board of Directors and shall present a detailed financial report at the annual meeting. In the absence of the Treasurer, the President may sign checks on behalf of the Corporation.
ARTICLE VI
Dues
Section 1. Each member of the Corporation shall pay dues as a membership fee annually. The dues shall be levied by the Board of Directors at its first annual meeting, or as soon thereafter as practicable. Absent a specific vote for the purpose of levying dues to members in any given year, the dues then in effect shall become the dues for that year. Dues shall be levied by a majority vote of the Directors voting.
The Board of Directors may levy dues to members on a graduated scale in accordance with the following categories, or other categories in the discretion of the Board of Directors:
A. Members who have been members of the Corporation for less than one year.
B. Members who have been members of the Corporation for less than five years.
C. Members who are employees of the State of Connecticut, Connecticut Legal Services, full time employees of non-profit organizations, or full time employees of educational institutions.
D. All other Attorneys.
E. Law students
F. Paralegals.
G. Paralegal students.
All dues shall be paid to the treasurer within thirty (30) days after notice to the member. If any member shall neglect or refuse to pay the annual membership fee and/or any assessment duly made, such member shall cease to be a member of the Corporation.
Section 2. Membership may be regained in the Corporation with the approval of the Board of Directors. The Board of Directors shall have the authority to levy an assessment in addition to the annual membership fee in order to regain membership.
Section 3. All members may be assessed an amount determined by a majority vote of the membership present at a duly called meeting, in order to carry out the purposes of this Corporation, but in no event more than double the member’s annual dues.
ARTICLE VII
Board of Directors
Section 1. There shall be a Board of Directors consisting of no more than fifteen (15) members but no fewer than three (3) members, as determined by the Board of Directors. Four (4) members of the Board of Directors shall be officers and eleven (11) shall be members at large.
Section 2. The eleven (11) at-large members shall be appointed by the President, as soon as practicable, following the annual election of officers. The directors shall serve until the next annual election meeting, at which time their term shall expire. In the event of the death or resignation of a Director, the President may appoint a member at-large to fill the unexpired term of the deceased or resigned director.
Section 3. The Board of Directors shall have the general charge and supervision of the affairs of the Corporation and shall fill vacancies in any office of the Corporation. It shall be the duty of the Board of Directors to take cognizance of, act upon, or hear and determine such matters as shall be referred to it by the President, or by vote of the Corporation. It shall at all times give consideration to all matters generally relating to the legal profession and for its welfare and direct the attention of this corporation thereto, as the judgment and discretion of said Board shall determine and make recommendations.
Section 4. Meetings of the Board of Directors shall be convened at the call of the President or Secretary and shall be held at such place or places within the State of Connecticut as the Board of Directors may determine.
Section 5. The Board of Directors shall appoint such standing committees as shall be deemed advisable and shall prescribe the duties and jurisdiction thereof. All such committee assignments shall be made as soon as practicable after the annual meeting and the names of each committee member shall be noticed to each member.
Section 6. A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority of the total numbers of Directors in office immediately before the meeting begins.
Section 7. Any action required or permitted by the Nonstock Act to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all Directors. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each Director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 8. The Board of Directors may permit any or all Directors to participate in any meeting of the Board of Directors by, or conduct the meeting through, the use of any means of communication, including, without limitation, any form of electronic communications by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 9. Directors shall not be entitled to receive compensation for services as a Director of the Corporation; provided, however, that Directors shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties.
ARTICLE VIII
Notices
All notices required under these By-Laws shall be provided by mail, e-mail, or other means or manner of correspondence as determined by the Board of Directors.
ARTICLE IX
Amendments
The Charter and By-Laws of this Corporation may be amended or repealed by two-thirds (2/3) vote of the members present and voting at any duly constituted meeting. Notice of any such proposed amendment or repeal shall be given thirty (30) days prior to the meeting at which proposed amendment or repeal is to be considered by notice to the membership.
ARTICLE X
Effective Date
The By-Laws shall become effective upon their adoption by a majority of the membership present at a duly constituted meeting.
APPROVED (__________________)
BOARD OF DIRECTORS
___________________________________
APPROVED (__________________)
BY MEMBERS
___________________________________