Rule 14-205. Board.

(a) Number and terms. There shall be a Board consisting of no fewer than 13 but no more than 15 voting members, including 11 elected lawyers and two non-lawyers appointed by the Supreme Court. Except as otherwise provided, the term of office of each commissioner shall be three years and until a successor is elected and qualified.

(b) Vacancies. A lawyer vacancy on the Board occurs by reason of death, resignation, incapacity, retirement, removal, change of residence from Utah, or upon the incumbent ceasing to be an active member of the Bar in good standing. A vacancy created by a lawyer commissioner shall be filled by the remaining Board members by either:

(b)(1) conducting a special election;

(b)(2) appointing a successor from among the active members of the Bar whose business mailing addresses on the records of the Bar are in the division from which the commissioner was elected, who shall serve until the following annual election; or

(b)(3) filling the vacancy through the next regular annual election.

The Board may establish the term of the successor to be either a one, two or full three-year term, provided that there would be not more than three but not fewer than two commissioners from the Third Division whose terms expire in any one year and not more than five but not fewer than four commissioners on the Board whose terms expire in any one year.

(b)(4) A President’s unexpired Commission term shall be filled in the regular election cycle immediately preceding the time he or she succeeds to the office of President.

(c)(1) The vote of eight of the twelve commissioners (other than the commissioner proposed for removal) at a meeting of which advance notice of the removal vote is given as provided in paragraph 14-204(a)(2), provided that commissioners who are eligible to vote but who are not in attendance at the meeting may submit their vote in writing to the executive director; or

(c)(2) The vote of a majority of the active members of the Bar in the division which elected the commissioner voting in a special election held for the purpose of consideration of removal. Ballots shall be mailed, first class, 20 days after the filing of a petition calling for removal signed by 10% of the active members of the Bar in the division which elected the commissioner. Ballots shall be due 17 days after mailing and the results tabulated and announced not more than 45 days after the filing of the petition.

(d) General powers. The Board may exercise all powers necessary and proper to carry out the duties and responsibilities of the Bar and the purposes of Article 1, Integration and Management, and shall exercise all authority which is not specifically reserved to the Supreme Court.

(e) Election notice. Notice of election of commissioners and of the divisions from which they shall be elected during the current year shall be mailed to the active members of the Bar in that division no later than 90 days prior to the date on which ballots will be counted.

(f) Nomination. Commissioners shall be nominated by written petition complying with Article 1, Integration and Management, and filed with the executive director at least 60 days prior to the date on which ballots will be counted. Such petitions must be signed by ten active members of the Bar whose business mailing addresses on the records of the Bar are in the division from which the election is to be held. Only active members of the Bar eligible to vote in that division may be nominated to serve as commissioner.

(g) Form of petition. The executive director shall prepare a form of petition for the nomination of commissioners and shall furnish copies to any active member upon request. Nominations may be made on such forms, but nominations in any other form of petition which complies with Article 1, Integration and Management and these Bylaws shall be deemed sufficient.

(h) Election procedures.

(h)(1) Ballots shall be provided to all active members in each division in which an election is to be held, containing the alphabetized names of those members who have been nominated from the respective divisions. Said ballots shall be provided electronically, and if by mail, mailed to active members at their business mailing address in the respective divisions at least 15 days prior to the date on which ballots will be counted.

(h)(2) The ballot, together with a ballot envelope and a cover envelope in which the voting member shall identify himself or herself, shall be included in the mailing.

(h)(3) Ballots shall state the date upon which they are due and shall be returned so as to reach the Bar offices, whether by mail, in person or electronically no later than 5:00 p.m. on the day prior to the date ballots will be counted. Balloting shall close at 5:00 p.m.

(h)(4) The executive director shall designate the time, date and place for the counting of ballots, and shall arrange for the counting for those ballots not cast electronically.

(h)(5) Each candidate for a Board position may submit in writing the names of two persons to act as ballot counters, and arrange to have counters at the Bar offices or such other place as the executive director shall determine on the date and time for counting ballots.

(h)(6) Successful candidates shall be notified of that fact by the president who shall then call a meeting of the Board prior to the end of the annual meeting for the purpose of re-organizing the Board. Public announcement of election results shall be made at the discretion of the president.

(h)(7) The terms of new commissioners shall begin when they are seated at the reorganization meeting of the Board.

(h)(8) If an insufficient number of nominating petitions are filed to require balloting in a division, the person or persons nominated shall be declared elected.

(h)(9) If any day or date set forth above shall fall on a Saturday, Sunday or holiday, the act required or time fixed shall occur on or run from the next working day.

(i) Disputed election.

(i)(1) If there is a dispute as to the validity of the election of a commissioner, it shall be resolved by the Board at its first meeting after the election or at an adjourned meeting. Any Board member involved in the dispute shall not be entitled to vote. The executive director shall give written notice to each candidate of the hearing on the contested election and each candidate shall have the right to be personally present, to be represented by counsel and to present proof at such hearing. The Board shall have the right to examine the ballots and to inquire into their validity and into all matters germane to the election and dispute.

(i)(2) The Board may designate a committee from among its members to hear disputed election matters, but decisions of the committee shall not be effective until approved by the Board. In every contested election hearing, the Board shall have the right to prescribe rules and regulations for the conduct.

(i)(3) The decision of the Board shall be final.

(j) Meetings.

(j)(1) The Board shall hold regular meetings at the Bar offices or at such other place as the Board may determine.

(j)(2) Special meetings of the Board may be held at any time upon the call of the president, and shall be called by him or her at the written request of three or more members of the Board.

(j)(3) Reasonable notice of the time and place of all regular special meetings shall be given to each member of the Board by the executive director by mail, telephone, fax, e-mail or telegraph.

(j)(4) At any regular or special meeting of the Board, any business may be transacted which is within the power of the Board, whether or not such business has been placed upon the agenda in advance; provided, however, that advance notice pursuant to subparagraph (j)(3) above must be given for removal of officers and lawyer commissioners.

(j)(5) If less than a quorum of the Board is present at a meeting, those present may adjourn the meeting to a later time, and if a quorum is present at the time to which the meeting was adjourned, the Board may proceed with the conduct of business without further call or notice.

(j)(6) If the president desires the vote of the Board without calling a meeting, such a vote may be taken by telephone, e-mail or fax, provided that all members of the Board who are available at their respective business offices shall be given an opportunity to vote.

(k) Quorum. Eight members of the Board shall constitute a quorum for conducting the business of the Board and a majority vote of those present and voting at any meeting shall be sufficient to take effective action to bind the Board; provided, however, that the nomination of candidates to run for the office of president-elect and the selection of a lawyer commissioner to fill a vacancy shall be by majority vote of the entire Board. All members of the Board who are present shall vote on all matters when a vote is taken unless they excuse themselves from voting or are excused from voting by a majority of the Board members present by reason of conflict of interest.

(l) Executive Committee. An Executive Committee of not fewer than three members, two of whom shall be the president and the president-elect, with the remaining members of the Executive Committee being voting members of the Board, shall be appointed by the president with the approval of the Board. The executive director shall be an ex-officio member of the Executive Committee. The duties of the Executive Committee shall include:

(l)(1) the handling of emergency matters when the entire Board cannot be convened or the requirements of paragraph (g) above cannot be met;

(l)(2) the review of the affairs of the Bar and the making of recommendations to the Board;

(l)(3) the handling of ministerial and routine business of the Bar which transpires between Board meetings; and

(l)(4) any other matters delegated to it by the Board.

All recommendations and ministerial matters shall be reported to the Board as a part of the agenda for the next Board meeting following such action.

(m) Liaison assignments. In addition to performing such duties as are required by law or which may be assigned to individual members of the Board, commissioners and officers may be assigned as contacts or liaison representatives to the various committees, sections and units of the Bar, and in such capacity shall have the authority to call meetings of the committees, sections or units of the Bar and may report thereafter at the meetings of the Board. The members of the Board and officers should affiliate and participate with, and be informed upon the work of the American Bar Association and other organizations on subjects relating to those under consideration by the Board, committees, sections and units of the Bar to which the Board members are assigned.

(n) Sub-committees. The Board may appoint such sub-committees as it deems desirable in order to carry out its functions.

(o) Executive director.

(o)(1) The executive director shall be selected by the Board at the meeting held immediately following the adjournment of the annual convention.

(o)(2) The salary and duties of the executive director shall be fixed by the Board. The term of office of the executive director shall be for one year.

(o)(3) The executive director shall have and perform duties as secretary to the Board as provided by law and such other duties as shall be prescribed by the Board or delegated by the president, not inconsistent with law and these Bylaws.

(p) Ex-officio members. Ex-officio members of the Board may be designated by the Board from year to year, but any designation shall not be effective for more than one year, and such members shall not be entitled to vote.