Article I, relating to the location of offices, deleted on October 5, 2017
Section 1. Regular Membership. Regular membership shall be open to any appointed court clerk/court administrator of any Municipal Court in the State of Kansas. Any assistant court clerk/assistant court administrator or any person serving in a management position in any municipal court in the State of Kansas shall be eligible for regular membership in the Corporation.
Section 2. Associate Membership. Any person interested in the improvement of administration of justice may become an associate member of the corporation upon approval of the Board of Directors and payment of dues. Associate members shall not hold office and shall not vote, but may serve on committees.
Section 3. Student Membership. Any person enrolled full time in a degree program in the field of court administration, business administration, public administration, law, criminal justice, or other related field and not presently employed full time in a court, may become a student member upon approval of the Board of Directors and payment of dues. Student members shall not hold office and shall not vote, but may serve on committees.
Section 4. Application for Membership. Application for membership, accompanied by the payment of current dues, shall be submitted to the Treasurer in such form and accompanied by such supporting documents as may be determined by the Board of Directors.
Section 5. Resignation from Membership. A resignation from membership shall be presented to the Board of Directors but shall not relieve any member from liability for any dues, assessments or other obligations to the Corporation, which are unpaid at the time such resignation is filed or which may arise prior to the acceptance of the resignation.
Section 6. Termination or Suspension. (a) Any member whose dues are ninety (90) days past due shall be suspended and all privileges of membership shall be suspended. Any member suspended for nonpayment of dues may be reinstated at any time prior to the close of that membership year upon payment of the full current year’s dues.
(b) Membership in the Corporation may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the Articles of Incorporation or Bylaws of the Corporation or any lawful agreement, rule of or final adjudication of liability for any violation of the antitrust laws, or other conduct prejudicial to the Corporation. No member shall be terminated for cause without the member having the opportunity to be heard in answer to charges as provided in the procedures for membership termination in Roberts Rules of Order, Revised. Termination of membership for cause shall be heard by the Board of Directors.
(c) The membership of those members who are under suspension for nonpayment of dues at the close of a membership year shall be terminated.
Section 7. Transfer of Memberships. When public funds have been expended for payment of dues for an individual and such individual shall leave his or her position, another person within the same court may become a member. In all other cases, memberships in the Corporation shall not be transferable. There shall be no transfer or alienation by inter vivos or testamentary device or otherwise.
Section 8. Fines and Penalties. Fines or penalties are not permitted. The penalty for misconduct is suspension or termination, as provided above.
Section 9. Place of Meetings. All semi-annual meetings and other meetings of members shall be held at such place within or without of the State of Kansas as designated either by the Board of Directors pursuant to authority hereinafter granted to said Board or by consent of a quorum of members as set out in Article II.
Section 10. Meetings of Voting Members and Other Membership Matters. An association meeting shall be held in the Fall of each year which shall be designated as the Annual Meeting. The designated place, date and time of the Fall meeting shall be determined by the Board of Directors or by consent of a quorum of members as set out in Article II, Section 13.
Written notice of each annual meeting shall be given to each member entitled to vote, either personally or by mail, or other means of written communication, charges prepaid, addressed to such member at him or her address appearing on the books of the Corporation or given by him or her to the Corporation for the purpose of notice. If a member gives no address, notice shall be deemed to have been if sent by mail or other means of written communication addressed to the place where the principal place of the Corporation is situated, or if published at least once in the Corporation’s newsletter. All such notices shall be sent to each member entitled thereto not less than ten (10) days nor more than sixty (60) days before each semi-annual meeting, and shall specify the place, date and hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute.
Section 11. Special Meeting. Special meetings of the members, for any purpose or purposes whatsoever, may be called at any time by the President or by the members of the Board of Directors. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for semi-annual meetings of the members. Notices of any special meeting shall specify the place, day and hour of such meeting, and the general nature of the business to be transacted.
Section 12. Voting. Unless the Board of Directors has fixed in advance by resolution a record date for purposes of determining entitlement to vote at the meeting, the record date for such determination shall be as of the close of business on the day next preceding the date on which the meeting shall be held. Such vote may be viva voce or by ballot; provided, however, that all elections for Officers, Trustees, and Alternate Trustees must be by ballot, where more than one person is nominated for office or position, with a majority of 51% of the votes needed to win. Each regular member shall have one (1) VOTE FOR EACH Officer, Trustee and Alternate Trustee position and all other matters which may properly come before the members at any annual or special meeting. Only regular members shall be entitled to vote. The one vote shall be cast by a regular member in good standing present at the meeting or by written proxy received by an Association Officer prior to the election.
Section 13. Quorum. The presence in person or by proxy of twenty five (25) percent of regular members and with the approval of the majority of the Board of Directors shall constitute a quorum for the transaction of business. The regular members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, not withstanding the withdrawal of enough regular members to leave less than a quorum.
Section 14. Consent of Absentees. The transactions of any meeting of members, either semi-annual or special, however called and noticed, shall be as valid as though it had been a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and it, either before or after the meeting, each of the members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.
Section 15. Inspection of Corporate Records. The membership ledger, the books of account, and minutes of proceedings of the members, the Board of Directors and executive committees of the Directors shall be open to inspection upon written demand of any member within five (5) days of such demand during ordinary business hours if for a purpose reasonably related to his or her interest as a member. A list of members entitled to vote shall be exhibited at any reasonable time and at meetings of the members when required by the demand of any member at least twenty (20) days prior to the meeting. Such inspection may be made in person or by an agent or attorney authorized in writing by a member, and shall include the right to make abstracts. Demand on inspection other than at a members’ meeting shall be made in writing upon the President, Secretary or Treasurer of the Corporation.
Section 16. Inspection of Bylaws. The Corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during ordinary business hours.
Section 1. Powers. Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the Kansas Corporation Code, as to action which shall be authorized or approved by the members, and subject to the duties of Directors as prescribed by the Bylaws; all corporate powers shall be exercised by or under the authority of, and the conduct and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to-wit:
First, to recommend to the membership an alteration, amendment or repeal of the Bylaws of the Corporation.
Second, to select and remove all other agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service.
Third, to conduct, manage, and control the affairs and conduct of the corporation, and to make such rules and regulations therefore not inconsistent with law, the Articles of Incorporation or the Bylaws, as they may deem best.
Fourth, to change the principal office and registered office for the transaction of the conduct of the Corporation from one location to another as provided in Article I hereof; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Kansas, as provided in Article I, Section 2 hereof; to designate any place within or without the State of Kansas for the holding of any members’ meeting or meetings; to adopt, make and use a corporate seal, to prescribe the forms of such seal and such membership, and to alter the forms of such seal and of such certificate from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at times comply with the provisions of law.
Fifth, to borrow money and incur indebtedness for the purposes of the Corporation and cause to be executed and delivered therefore in the corporate name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities therefore.
Sixth, to appoint an executive committee or other committees and to delegate to such committees any of the powers and authority of the Board in the management of the conduct and affairs of the Corporation except the power to adopt, amend, or repeal Bylaws. Any such committee shall be composed of two (2) or more directors.
Section 2. Number and Qualification of Directors. The Board of Directors shall consist of the Officers of the Association and six (6) Trustees and two (2) Alternate Trustees. The number of trustee positions may vary between one (1) and six (6) which number shall be determined by the Board of Directors prior to the Fall (annual) meeting. The alternate Trustees may attend all meetings of directors, but shall have no voting rights.
Section 3. Election and Term of Office. Except as hereinafter provided with respect to the Immediate Past President, the Trustees and Alternate Trustees shall be elected at each annual meeting of regular members, but if any such annual meeting is not held or the Trustees or Alternate Trustees are not elected thereat, the Trustees and Alternate Trustees may be elected at a special meeting of the regular members for that purpose as soon thereafter as conveniently may be had. The President of the Corporation, upon the expiration of his or her term, shall serve as a Trustee without election for the term immediately succeeding his or her term as President. All Trustees shall receive their administration of oath of office and assume the duties of their office at the Fall (annual) meeting of the membership and shall hold office for a term on one (1) year or until their respective successors are elected and qualified. A Trustee or Alternate Trustee may be removed from office at any time for good cause by a majority vote of the regular members.
Section 4. Vacancies. Vacancies on the Board of Directors shall first be filled from the Trustees, other members of the board, or committee chairs, or second by members in good standing, and may be filled by a majority of the remaining Directors present at a meeting for such a purpose, although less than a quorum, or by a sole remaining Director. If at any time, by reason of death, resignation, or other cause, the Corporation should have no Directors in office, then a regular member may apply to the district Court for a decree summarily ordering election as provided for by the Kansas Corporation Code. Each Director so elected shall hold office until his successor is elected and qualified. A vacancy(s) on the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the members fail at any annual or special meeting of regular members at which any officer, trustees or alternate trustees are elected to elect the full authorized number to be voted for at the meeting, or if any officer, trustee or alternate trustee elected shall refuse to serve.
The members holding at least twenty (20) percent of the outstanding membership certificates may call a meeting at any time to fill any vacancy or vacancies not filled by the Directors, or if the Board of Directors filling a vacancy consists less than a majority of the whole Board, as constituted immediately prior to any increase in the number of Directors. If the Board of Directors accepts the resignation of a Director rendered to take effect at a future time, the Board or the members shall have the power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.
Section 5. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at any place within or without the State of Kansas which has been designated from time to time by resolution of the Board or designated by the President.
Section 6. Regular Meetings. The Board of Directors shall hold two (2) regular meetings in each conference year; at the two conferences with the times of such meetings being set at the discretion of the President. Such meetings shall be held at the same location as the membership meeting without the necessity of formal resolution or consent.
Section 7. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such times as the Board of Directors may designate in advance of such meetings; provided, however, should any day fall upon a legal holiday, then said meeting shall be held at the time on the next day thereafter ensuing which is not a legal holiday. Notice of all regular meetings of the Board of Directors is hereby dispensed with.
Section 8. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the President or at the written request of a majority of the members. Notice of such special meetings, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given by written notice, by hand delivery or notification by telegram at least ten (10) days before the date such meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the Director at his or her residence or usual place of business. Notice may also be given electronically using contact information registered on the roster of members.
Section 9. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.
Section 10. Waiver of Notice. The transaction of any meeting of the Board of Directors, however, called and noticed or wherever held, shall be as valid as had at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.
Section 11. Quorum. A majority of the total number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. The Directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. The Alternate Trustee’s positions shall not be counted for quorum determination or to determine the sufficiency of any vote.
Section 12. Meetings by Telephone or Alternate Devises of Technology. Members of the Board of Directors of the Corporation or any committee designated by such Board, may participate in a meeting of the Board of Directors by means of conference telephone or alternate devises of technology, by means of which all persons participating in the meeting can communicate with one another, and such participation in a meeting shall constitute the presence in person at the meeting.
Section 13. Adjournment. A majority of the Directors present may adjourn any Directors’ meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board.
Section 14. Fees and Compensation. Directors shall not receive any stated salary for their services as Directors, but, by resolution of the Board, adopted in advance of, or after the meeting for which payment is made, a fixed fee, with or without expenses of attendance, may be allowed one or more of the Directors for attendance at each meeting, provided there are sufficient funds in the treasury. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any capacity as an agent, employee, or otherwise and receiving compensation therefore.
Section 1. Officers. The officers of this Association shall be members in good standing and shall be a President, Vice President, Secretary, Treasurer, and Sergeant-at-Arms. The terms of the officers of this Association shall be for one (1) year or until their successors are elected and are qualified. All newly elected officers, as well as those mandated by the Articles of Incorporation and Bylaws, shall assume the duties of their office immediately after the administration of the oath of office.
Section 2. Election. All officers will be elected at the Fall (annual) meeting, and shall receive the administration of the oath of office and assume the duties of their office upon election.
Section 3. Compensation of Officers. All officers shall serve without remuneration or emolument. Approval may be given by the Board of Directors whereby actual expenses could be paid for, provided there are sufficient monies in the treasury.
Section 4. Vacancies. A vacancy in the office of President shall be filled by the officer of the next highest rank. Vacancies of other offices shall be filled in accordance with the terms of Article III, Section 4. Vacancies in any office shall be determined to exist in accordance with Article III, Section 4.
Section 5. Removal and Resignation. Any officer may be removed for cause, by a majority of the regular members.
Section 6. President. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the conduct and officers of the Corporation. It shall be the duty of the President to serve as Chairperson of the Board of Directors and to preside at the Fall (annual) meeting and Spring (semi-annual) meeting, special meetings of the Corporation, and meetings of the Board of Directors; to appoint committees; and to carry out the purposes of the Corporation; he or she shall be an ex officio member of all the committees of the corporation except the Past Presidents’ Committee. Each President, upon the expiration of his or her term of office, shall serve as Trustee for a period of one (1) year. The president shall provide for an annual audit and examination of the records and account of the corporation. The President shall have the day-to-day responsibility for the financial affairs of the Corporation.
Section 7. Immediate Past President. It shall be the duty of the Immediate Past President to assist the President and to serve as an advisor through the term of President. In addition, the Immediate Past President shall also chair the Past Presidents’ Committee.
Section 8. Vice President. It shall be the duty of the Vice President to assist the President in the discharge of his or her duties. In the absence of the President, the Vice President will assume his or her full responsibilities and duties, as well as those pertaining to the office of President should the necessity arise, and when so acting, shall have all the powers of, and be subject to, all restrictions upon the President. The Vice President shall have such other powers and performs such other duties as from time to time may be prescribed for him or her by the Board of Directors or these Bylaws. The Vice President shall assume the duties of Chairperson of the Education Committee and parliamentarian for the corporation.
Section 9. Secretary. It shall be the duty of the Secretary to record and forward to all members of the Corporation, upon approval by the President, within forty-five (45) days of the completion of a business meeting, a record of the proceedings of the Corporation’s Fall and Spring meetings, as well as a roster of those in attendance; to advise the President of all official correspondence received and addressed to the Corporation; to prepare and send all correspondence on behalf of the Corporation when so directed by the President or Board of Directors and to ensure that Corporation records required by the state and federal statutes are prepared and filed; and in all ways assist the President and other Officers of the Corporation in the discharge of their duties.
In addition, the Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meeting of Directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the members present or represented at members’ meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office a membership list, showing the names of the members and their address, and the number and date of membership certificates issued; and the date of suspension, termination or resignation of every membership certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by these Bylaws or by the law to be given, and shall keep the seal of the Corporation for safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
The Secretary shall make available and provide any and all records for audit in his or her possession at such times and in the manner required by the President or Board of Directors.
Section 10. Treasurer. It shall be the duty of the Treasurer to accomplish all financial reports, to deposit all funds of the Corporation in a bank approved by the Board of Directors; to make the books of account open to inspection at all reasonable times to the Board of Directors; to make expenditures authorized by the board of Directors; to provide and present financial report at the Annual meeting showing all monies on hand at the beginning of the new term, monies received and expended, from whom and for what during the past term; to assure that an accurate record of the membership of the Corporation is kept; to assure that membership cards and certificates are furnished to members of the Corporation upon payment of their annual dues; and in all ways assist the President and other officers of the Corporation in the discharge of their duties. He or she shall be bonded, if required by the Board of Directors. The treasurer shall make available and provide any and all records for audit in his or her possession on an annual basis at fall conference or if a new treasurer takes office.
Section 11. Sergeant-at-Arms. It shall be the duty of the Sergeant-at-Arms to call to order all business meetings of the Corporation, to maintain order during the conduct of such meetings and in all ways to assist the President and other officers of the Corporation in the discharge of their duties.
Section 12. Trustees. The responsibilities and duties of the Trustees and Alternate Trustees shall be designated by the President.
Section 1. Committees. The President shall appoint such committees as he or she may deem necessary. All Chairpersons shall be members in good standing and may be invited to attend the Board of Directors meetings at the discretion of the President or the Board of Directors. The President, Vice President, Secretary and Treasurer shall be ex officio members of all committees except the Past Presidents’ Committee.
The standing committees of the Association will be: Education, Membership, Legislative, Ambassador, Newsletter, Courtesy, Hospitality, and Past Presidents. Other committees may be established by the Board of Directors as the need arises.
Section 2. Dues. Annual dues for membership classifications will be established by the Board of Directors. Any member who fails to pay dues by March 1st of the current year shall not be entitled to vote and shall be dropped from the membership roster until dues are paid. Late fees as established by the Board of Directors will be assessed after March 1st. The Board of Directors shall fix dues for each subsequent year, which begins the first day of January of each calendar year. New members paying any time during the calendar year up until September 30th of the calendar year shall be considered to have their dues paid for that calendar year. Dues paid October 1st and thereafter shall be considered to have paid their dues for the next calendar year. All dues shall be payable as specified by the Board of Directors. Annual dues shall be in the same amount for all members of the same membership class. The annual dues may vary for each membership class
Section 3. Parliamentary Authority. The most current revision of Roberts Rules of Order Revised shall be used for the conduct of all members’ and Board of Directors’ meetings, except as otherwise provided hereunder or in the Articles of Incorporation, to the extent they are applicable and not inconsistent with the Bylaws or any special rules of order of the Corporation.
Section 4. Indemnification of Directors and Officers. When a person is sued, either alone or with others, because he or she is or was a Director or Officer of the Corporation or of another corporation serving at a request of this Corporation. In any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Corporation or by the Corporation, he or she shall be indemnified for his or her reasonable expenses including attorney’s fees incurred in defense of the proceeding if both of the following conditions exist: (1) the person sued is successful in whole or in part, or the proceedings against him or her are settled with the approval of the Court; and (2) the Court finds his or her conduct fairly and equitable merits such indemnity. The amount of such indemnity which may be assessed against the Corporation, its receiver or its trustees by the Court in the same or in a separate proceeding shall be so much of the expenses, including the attorney’s fees incurred in the defense of the proceedings, as the Court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to his or her in connection with the defense and the Court may order the fees and expenses to be paid directly to the attorney or other person, although he or she is not a party to the proceeding. The court may order notices to be given also to the shareholders in the manner provided for giving notice of members meetings in such form as the Court directs.
Section 5. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
Section 6. Annual Report. No annual report to members shall be required, but the Board of Directors may cause to be sent to the members a report in such forms and at such times as may be deemed appropriate by the Board of Directors.
Section 7. Outstanding Court Clerk’s Award. An Outstanding Clerk/Administrator and/or Assistant award may be granted at each semi-annual meeting. The Past Presidents’ Committee shall recommend a recipient or recipients for the award to the Board of Directors whose approval will be required for the award or awards to be presented.
Section 8. Life Membership Award. A Life membership Award may be voted upon at the Fall (annual) meeting, extending life membership in the Kansas Association for Court Management to a retired court clerk/administrator or assistant who was a member at the time of retirement.
Section 9. Elections/Past Presidents’ Committee. As provided herein, all Officers, Trustees and Alternate Trustees will be elected at the Fall (annual) meeting. Nominations for such positions will be made by the nominating committee, which will consist of the Immediate Past President, Sergeant at Arms, a spokesperson for the trustees and two in good standing, at random, from the membership to be chosen by the out-going President. The report of the Past Presidents’ Committee shall be given in writing to all members by at least the opening of the Fall (annual) meeting. Additional nominations may be made by the general membership.
Section 1. Power of Directors. New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority vote of the members at any regular or special meeting thereof; provided, however, that the time and place fixed by the Bylaws for the annual election of officers, trustees and alternate trustees be changed within sixty (60) days next preceding the date on which such elections are held.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of the Kansas Association for Court Management.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 27th day of July 2018.
Sara A. Javier, Secretary
September 27, 2012
October 5, 2017
· Article 1 removed, relating to the location of physical KACM offices.
· Article 2 §10 amended to specify only one annual meeting
· Article 3 §4 originally specified vacancies to be filled from “Alternate Trustees. Amended to specify trustees, board members, chairs, or secondly by members in good standing.
· Article 3 §8 amended to strike telegraph details and to allow electronic notice.