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Rule 14-205. Board.

(a) Number and terms. There shallbe 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 SupremeCourt. Except as otherwise provided, the term of office of each commissionershall be three years and until a successor is elected and qualified.

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

(b)(1) conducting a specialelection;

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

(b)(3) filling the vacancythrough the next regular annual election.

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

(b)(4) A President?s unexpiredCommission term shall be filled in the regular election cycle immediatelypreceding the time he or she succeeds to the office of President.

(c) Removal. A lawyercommissioner may be removed from the Board by:

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

(c)(2) The vote of a majority ofthe active members of the Bar in the division which elected the commissionervoting 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 petitioncalling for removal signed by 10% of the active members of the Bar in thedivision which elected the commissioner. Ballots shall be due 17 days aftermailing and the results tabulated and announced not more than 45 days after thefiling of the petition.

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

(e) Election notice. Notice ofelection of commissioners and of the divisions from which they shall be electedduring the current year shall be mailed to the active members of the Bar inthat division no later than 90 days prior to the date on which ballots will becounted.

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

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

(h) Election procedures.

(h)(1) Ballots shall be providedto 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 fromthe respective divisions. Said ballots shall be provided electronically, and ifby mail, mailed to active members at their business mailing address in therespective divisions at least 15 days prior to the date on which ballots willbe counted.

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

(h)(3) Ballots shall state thedate upon which they are due and shall be returned so as to reach the Baroffices, 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 at5:00 p.m.

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

(h)(5) Each candidate for a Boardposition may submit in writing the names of two persons to act as ballotcounters, and arrange to have counters at the Bar offices or such other placeas the executive director shall determine on the date and time for countingballots.

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

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

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

(h)(9) If any day or date setforth above shall fall on a Saturday, Sunday or holiday, the act required ortime 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, itshall be resolved by the Board at its first meeting after the election or at anadjourned meeting. Any Board member involved in the dispute shall not beentitled to vote. The executive director shall give written notice to eachcandidate of the hearing on the contested election and each candidate shallhave the right to be personally present, to be represented by counsel and topresent proof at such hearing. The Board shall have the right to examine theballots and to inquire into their validity and into all matters germane to theelection and dispute.

(i)(2)The Board may designate a committee from among its members to hear disputedelection matters, but decisions of the committee shall not be effective untilapproved by the Board. In every contested election hearing, the Board shallhave 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 holdregular meetings at the Bar offices or at such other place as the Board maydetermine.

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

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

(j)(4) At any regular or specialmeeting of the Board, any business may be transacted which is within the powerof the Board, whether or not such business has been placed upon the agenda inadvance; 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 ofthe Board is present at a meeting, those present may adjourn the meeting to alater time, and if a quorum is present at the time to which the meeting wasadjourned, the Board may proceed with the conduct of business without furthercall or notice.

(j)(6) If the president desiresthe vote of the Board without calling a meeting, such a vote may be taken bytelephone, e-mail or fax, provided that all members of the Board who areavailable at their respective business offices shall be given an opportunity tovote.

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

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

(l)(1) the handling of emergencymatters when the entire Board cannot be convened or the requirements ofparagraph (g) above cannot be met;

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

(l)(3) the handling ofministerial and routine business of the Bar which transpires between Boardmeetings; and

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

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

(m) Liaison assignments. Inaddition to performing such duties as are required by law or which may beassigned to individual members of the Board, commissioners and officers may beassigned as contacts or liaison representatives to the various committees,sections and units of the Bar, and in such capacity shall have the authority tocall meetings of the committees, sections or units of the Bar and may reportthereafter at the meetings of the Board. The members of the Board and officersshould affiliate and participate with, and be informed upon the work of theAmerican Bar Association and other organizations on subjects relating to thoseunder consideration by the Board, committees, sections and units of the Bar towhich the Board members are assigned.

(n) Sub-committees. The Board mayappoint such sub-committees as it deems desirable in order to carry out itsfunctions.

(o) Executive director.

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

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

(o)(3) The executive directorshall have and perform duties as secretary to the Board as provided by law andsuch other duties as shall be prescribed by the Board or delegated by thepresident, 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 toyear, but any designation shall not be effective for more than one year, andsuch members shall not be entitled to vote.