OF THE UTAH STATE BAR
ARTICLE I - NAME AND PURPOSE
1.1 Name. Upon adoption of these bylaws, the name of the Section shall be called the Franchise Section of the Utah State Bar (the "Section").
1.2 Purpose. The purpose of the Section is to benefit members of the Section and others by providing the following (1) high quality continuing legal education luncheons and other events in the field of franchise law and related matters at reasonable cost; (2) an opportunity and forum for the exchange of information and ideas in the field of franchise law and related matters; (3) social and professional interaction and networking among those interested in franchise law; (4) ongoing monitoring of legal and political issues relevant to the franchise law field and submission of recommendations to the Utah State Bar with respect to such issues; and (5) such other services as may be of benefit to Section members, the legal profession and the public as determined by the officers of the Section.
1.3 Limitations. These bylaws have been adopted subject to the applicable Utah Statutes and the bylaws of the Utah State Bar (the "Bar").
1.4 Principal Office. The principal office of the Section shall be maintained in the offices of the Bar.
1.5 Fiscal Year. The fiscal year of the Section shall coincide with that of the Bar.
ARTICLE 2 - MEMBERSHIP
2.1 Enrollment. Any member in good standing of the Bar may, upon the request to the Secretary of the Bar, be enrolled as a member of the Section by the payment of annual Section dues in the amount and for the purpose approved by the Board of Commissioners of the Utah State Bar.
Persons who are not members of the Bar but who are either employed by or affiliated with a franchisor or franchisee may be placed on the mailing list of the Section and notified of meetings of the Section and are encouraged to attend the Section meetings.
2.2 The Membership. Members as provided in Section 2.1 shall constitute the membership of the Section.
2.3 Dues. The Section may continue to impose dues as hitherto imposed. The amount of the dues may be changed by majority vote of a quorum of the Section followed by the approval of the Board of Commissioners of the Bar.
2.4 Voting Rights. Each enrolled member shall be entitled to one vote on any question to the Section and in any election as provided herein.
2.5 Associate Members. Any person, upon request to the Executive Committee, may be considered for enrollment as an Associate Member of the Section. Membership as an Associate Member shall be effective upon the approval of a majority of the Executive Committee and the payment of annual Section dues established for Associate Members. The Executive Committee, by a vote of the majority of its members, shall have the power to suspend the membership of any Associate Member on terms which it regards to be in the best interest of the Section. Associate Members may not hold office in the Section and do not have voting privileges, but are otherwise entitled to all of the privileges and benefits of Section Membership. The amount of dues imposed upon Associate Members may be set by a majority vote of a quorum of the Section followed by the approval of the Board of Commissioners of the Bar.
ARTICLE 3 - OFFICERS
3.1 Officers. The Section shall have two officers: a Chair and a Vice-Chair.
3.2 Duties of Officers. The Officers shall have the general supervision and control of the affairs of the Section, subject to the rules and bylaws of the Utah State Bar, and shall establish and execute the general policy, programs, and activities of the Section.
3.3 Chair. The Chair shall preside at all meetings of the Section and shall perform such other duties and acts usually pertaining to this office. The Chair shall communicate with the Board of Commissioners and others as may be necessary.
3.4 Vice-Chair. The Vice-Chair shall act as Chair in the absence of the Chair and shall perform such other duties as appropriate. The Vice-Chair shall work with the Bar's webmaster to keep the Section's website current. In conjunction with the Chair, the Vice-Chair shall attend generally to the business of the Section.
3.5 Succession to Offices. The Vice-Chair shall automatically succeed to the Office of Section Chair.
3.6 Eligibility of Office. Any enrolled member of the Section may be nominated for office provided the member is in good standing and shall remain a member of the Section during the term of office for which the member is running.
3.7 Elections. A new Vice-Chair shall be elected each year in the manner prescribed herein. If the office of the Chair becomes vacant, then the Vice Chair shall become Chair of the Section for the unexpired term. If the office of the Vice-Chair becomes vacant, then the office of Vice-Chair shall be filled by an election of the membership of the Section. An officer may be elected by a voice or roll call vote at a pre-announced Section meeting. If demanded by any enrolled member of the Section present at a meeting where the election is to take place, the election of officers shall be by secret ballot by all enrolled members of the Section present at the meeting.
3.8 Nominations. Nominations for office may be made in writing or orally at any meeting of the Section. Nominations may be made up to the time the voting in an election begins.
ARTICLE 4 - MEETINGS
4.1 Meetings. Meetings of the Section shall be held on the dates and times determined by the Executive Committee. It is suggested that meetings of the Section be held at least six times during the fiscal year.
4.2 Quorum. At all meetings of the Section, at least five (5) enrolled members of the Section are required to be present to constitute a quorum for the transaction of business.
4.3 Controlling Vote. Action of the Section shall be by majority vote of a quorum except as otherwise provided in these Bylaws.
4.4 Meetings of the Officers. The Officers shall meet as often as they deem necessary.
4.5 Notice of Meetings. Written, printed, or electronic notice shall be given to all Section members stating the date, hour, place, and purpose of all meetings of the members. Notice shall be delivered to each member of the Section by hand, U.S. mail, facsimile, or e-mail at least five (5) days prior to the date of the meeting. If delivering notice by U.S. mail, notice shall be deemed delivered when deposited in the U.S. mail addressed to the member at his or her address as it appears on the records of the Utah State Bar, with adequate postage.
ARTICLE 5 - COMMITTEE
5.1 Appointment. At any time during the year, the officers may appoint any committees as they may deem advisable in order to carry out the purpose of the Section and shall describe the duties and functions of such committees. The officers shall designate the committees, define the duties, and appoint the committee chairs.
5.2 Meetings. Committees shall meet as often as necessary in order to perform their duties. Half of the members of any committee shall constitute a quorum for purposes of conducting the business of the committee.
5.3 Executive Committee. The Chair and Vice Chair shall constitute the Executive Committee of the Section.
ARTICLE 6 - AMENDMENTS
These bylaws may be amended at any meeting of the Section by a two-thirds vote of the enrolled members of the Section present or by a two-thirds vote of all returned ballots, provided that notice of the substance of the proposed amendments shall have been duly given to all members of the Section.