Constitution and Bylaws of the Advocates Society
Article I. Name
The name of this organization shall be "Advocates
Society".
Article II. Purposes and Objectives
The purpose of this Society shall be to promote the
welfare of its members; establish and maintain proper relationships with the
general public; promote the progress of the law and the administration of
justice; maintain the honor and dignity of the legal profession; and to foster
interest in Polish-American culture and heritage.
Article III. Membership
Section 1. General
Any person of Polish descent or affinity, duly licensed
to practice law in any jurisdiction, is eligible for membership in this
Society, regardless of race or religion.
A condition of membership shall be absolute and unqualified loyalty to
the constitution of the United States of America.
Section 2. Applications
Application for membership shall be in writing upon a
form prescribed by the Board of Governors, and shall bear the recommendation of
two members of this Society. All
applications shall be accompanied by the initial admission fee.
Section 3. Procedure
(a) All
applications for membership shall be forwarded by the Membership Committee to
the Secretary, for publication to the Membership. The Secretary shall thereupon publish the
names of all candidates for membership.
Such publication shall be not less than 14 days prior to the General
Meeting at which such application shall be voted upon.
(b) The
General Membership shall vote upon all applications. Upon receiving at least two-thirds (2/3) vote
for acceptance, of those members present and voting, given a quorum, the
Secretary shall immediately notify such applicant of his or her acceptance and
add such membership to the membership roll.
Section 4. Objections
Objections to the admission of any person must be made at
the General Meeting at which the admission of such person is voted upon.
Section 5. Honorary
Membership
(a) The
Society may confer Honorary Membership upon any person who has made an
outstanding contribution to jurisprudence.
Such Honorary Membership shall be conferred by the affirmative vote of
two-thirds (2/3) of the members in good standing voting at any General
Membership meeting.
(b) Notice of
the names of candidates for Honorary Membership must be published not less than
14 days prior to the General Membership Meeting at which such candidacy shall
be voted upon. Such notice shall be
published by the Secretary.
(c) Honorary
Members shall not be required to pay any dues or special assessments.
Section 6. Retirement
(a) Any member
in good standing for at least ten (10) years immediately preceding his or her
application for retirement status, who has attained age sixty-five (65) years
or more and has retired from all active employment and not resumed any active
employment, may upon application to the Board of Governors and the affirmative
vote of a majority of members in good standing voting at any General Membership
meeting, be excused from the future payment of dues and special
assessments. Any such member shall
continue to enjoy all the rights and privileges of membership.
(b) Retirement
status may be conferred upon any member in good standing who becomes totally
disabled, physically or mentally, and is unable to engage in any active
employment. Such retirement status may
be requested by a member of the Society or the member's family. Full Attorney Membership shall be resumed
upon the cessation of the disability.
Section 7. Dues and Assessments
(a) The Board
of Governors shall have the authority to determine and change the amount of the
annual membership dues and any fees for initial admission.
(b) Each
applicant for membership shall pay an initial admission fee equal to the then
applicable dues amount, as approved by the Board of Governors. Such amount shall be paid when the
application is presented to the Membership Committee. Upon admission, such sum shall be credited to
membership dues for that fiscal year, except that such fee of any applicant
admitted to membership after September 1st shall be applied to membership dues
for the next succeeding fiscal year. The
initial admission fee for any applicant who shall not at the time of making
application have been admitted to the practice of law for at least five (5)
years shall be equal to the then applicable dues amount, as approved by the
Board of Governors.
(c) Special
Assessments may be levied by the affirmative vote of a majority of the members
in good standing voting at any meeting of the membership.
Section 8. Suspension,
Forfeiture, Good Standing and Resignation
(a) Any member
shall be suspended from membership if he or she is delinquent on September 1st
of any year in the payment of dues or special assessments or for other good
cause. The Secretary shall immediately
notify the member of such suspension.
(b) Any person
who has been suspended from membership for the nonpayment of dues or special
assessments shall be reinstated to membership upon full payment of the amount
owed at the time of such suspension and payment of the dues and special
assessments for the year in which the reinstatement is sought.
(c) Any
member who has been disbarred or suspended for misconduct, from the practice of
law in any jurisdiction shall automatically forfeit his or her membership and
be stricken from the membership roll.
The Secretary shall immediately notify the person of such
forfeiture. Upon his or her
reinstatement to the practice of law, such person shall be eligible to apply
for new membership in accordance with the procedure and provisions of Article
III hereof.
(d) Only
members whose dues and any special assessments are paid in full by May 1st
shall be in good standing. A member
whose dues and/or special assessments are not paid by such date may pay them at
any time thereafter and be considered in good standing.
(e) Any member
may resign at any time by submitting his or her resignation in writing to the
Society, but such resignation shall not relieve the member from any obligation
to pay any indebtedness to the Society existing at the time of the
resignation. A member resigning after
the start of the fiscal year will not be entitled to a refund of all or any
part of that fiscal year's membership dues.
Article IV. Student Membership
Section 1. General
Any person meeting the requirements of Article III,
except that such person is not licensed to practice law in any jurisdiction,
but is a student attending an accredited law school, shall be eligible for
Student Membership in the Society.
Section 2. Procedure
The procedure for admission shall be the same as set
forth in Article III, Sections 2, 3 and 4.
Section 3. Dues
(a) The Board
of Governors shall have the authority to determine and change the amount of the
annual student membership dues and any fees for initial membership.
(b) Each
applicant for student Membership shall pay an initial admission fee equal to
the then applicable dues amount, as approved by the Board of Governors. Such amount shall be paid when the
application is presented to the Membership Committee. Upon admission, this sum shall be credited to
membership dues for that fiscal year, except that such sum received from any
applicant admitted to membership after September 1st, shall be applied to
membership dues for the next succeeding fiscal year.
Section 4. Regular
Membership
Upon admission to the practice of law in any
jurisdiction, Student Members shall automatically become Regular Members of the
Society.
Section
5. Meetings and
Voting.
Student
Members shall be permitted to attend General Membership Meetings and shall
receive notice of the same. They shall
have all the rights and privileges of Regular Members, except they cannot vote,
hold office in the Society, be chairs of any committees or be members of the
Board of Governors. Student members who
are members of a Standing, Special or ad hoc committee may attend Board
of Governor meetings and shall receive notice of same, but may not participate
in any vote of the Board of Governors.
Article V. Officers and Board of Governors
Section 1. General
(a) The
Executive Officers of this Society shall be President, First, Second and Third
Vice-Presidents, Secretary, Treasurer and Historian.
(b) The
management of this Society shall be vested in the Board of Governors, which
shall consist of the Executive Officers, the Chairs of all Standing Committees
and all of the Past Presidents. The Board
of Governors shall advise, guide, direct and determine the overall policy of
this Society.
(c) All
persons elected to office must be in good standing and shall serve for a period
of one (1) year. Nothing herein shall be
construed to prohibit a person from serving successive terms for the same
office.
Section 2. Nomination of Officers
(a) There
shall be chosen at the General Membership Meeting in September a Nominating
Committee of three (3) members in good standing, whose duty it shall be to
consider and nominate the Executive Officers of the Society for the ensuing
year. The Nominating Committee shall be
chosen in the following manner:
(1)
Two
(2) members shall be elected by the General membership upon receiving the
highest number of votes, taken by secret ballot, from a list of at least four
(4) candidates nominated from the floor.
(2)
The
third member who shall be the Chair of the Nominating
Committee, shall be appointed by the President.
(b) The Nominating Committee shall present a signed, written report
at the Meeting of the Board of Governors in October. The Secretary shall publish the list of names
of the proposed Officers in the notice to the membership at the General
Membership Meeting in October.
(c) Additional candidates may be nominated only by a petition
signed by not less than ten (10) members in good standing. Such Nominating Petition shall state the name
of the candidate and the office for which his or her candidacy is submitted. Such Nominating Petition must be filed with
either the President or the Secretary on or before the date of the Board of
Governors meeting in November or at such Meeting.
(d) In the event such additional nominating
Petition is filed, the Secretary shall again publish the list of candidates of
the Nominating Committee and the list of all additional candidates in the
notice to the membership for the General Membership Meeting in November.
(e) No member of the Nominating Committee
shall be eligible on the list of nominees as proposed by the Nominating
Committee.
Section 3. Election of Officers
(a)
The
election of Executive Officers shall be held at the General Membership Meeting
in November.
(b)
A
person shall be elected to the office for which he or she was nominated upon
the affirmative vote of a majority of the members in good standing present and
voting at the General Membership Meeting in November.
(c)
In
the event that more than one person is nominated for any office, the election
for such office shall be held by secret ballot.
Nominees for any contested office may make a personal statement before
the membership prior to debate and balloting.
The ballot shall designate under separate captions the nominees of the
Nominating Committee and the nominees by Nominating Petition.
Section 4. Duties of officers
(a)
President:
The President shall be the Chief Executive Officer of the Society. He or she shall preside at all General and
Special Meetings of the Society and at all Meetings of the Board of Governors. He or she shall perform the duties pertaining
to the office of President. Except as
otherwise herein provided, he or she shall appoint the Chairs and Vice Chairs
of all Standing Committees and announce such appointments at the General
Membership Meeting following his or her installation. He or she shall appoint all Special and ad
hoc Committees and their Chairs. He or
she shall be an ex-officio member of all Committees. The President shall perform such other duties
as may be prescribed by the Board from time to time.
(b)
Vice
Presidents: In the absence of the President, the Vice Presidents, in the order
of their office, shall discharge all the duties of and be vested with all the
authority of the President. The duties
of the Vice Presidents shall be as follows:
(1)
1st
Vice President shall be the Program Director of the Society. It will be his or her duty to provide a
program for the General Membership Meetings of the Society and to make all
arrangements for the annual Installation of Officers.
(2)
2nd
Vice President shall be the Entertainment Chair and shall make all arrangements
for the annual Swienconka and annual formal dinner
dance.
(3)
3rd
Vice President shall be responsible for making all arrangements of the Society
for conducting a "Law Day" program and for organizing and coordinating the
Society's participation in the Annual Polish Constitution Day Parade.
(c)
Secretary:
In addition to other duties and directives elsewhere stated, the
Secretary shall keep a record of all proceedings of the Society and of the
Board of Governors. He or she shall keep
a roll of the membership and shall, with the concurrence of the President,
conduct all correspondence of the Society.
He or she shall notify all members of the time, date and location of all
meetings of the Society. He or she shall
edit and publish a monthly Newsletter during the months of March through June
and September through January. He or she
will, at the end of his or her term of office, make available to the Historian
copies of all records of proceedings, correspondence, Newsletters and notes
made or taken by him or her during his or her term of office.
(d)
Treasurer: The Treasurer shall be the Chief Financial
Officer and Custodian of all funds and assets of the Society, except such funds
as are authorized by the Board of Governors to be held by other members. He or she shall make all disbursements
pursuant to the authorization of the Society or Board of Governors. He or she shall maintain books of
account. All disbursements shall be made
by check pursuant to vouchers submitted to him or her. All monies and dues shall vest in the name
of the Society and shall be carried and maintained in the name of the
Society. He or she shall, at the end of
his or her term, obtain the financial records of all other Society accounts
which are authorized by the Board of Governors to be held by other
members. Such other accounts shall be
included and reflected in his or her reports to the Board of Governors. At least once during
each of the first three quarters of the fiscal year and at the end of the
fiscal year, the Treasurer shall present at a Board of Governors meeting, a
written report which should include a summary of the Society's year-to-date
revenues, cash disbursements, cash balances and committed but unpaid funds.
(e)
Historian: The Historian shall obtain from the Secretary
copies of all records of proceedings, correspondence, Newsletters and notes
made or taken by the Secretary during the preceding fiscal year. The Historian shall assemble, compile and
edit historical data and prepare an annual summary of activities of the Society
for the fiscal year; and he or she shall preserve the same in an appropriate
book for the annals of the Society.
(f)
The
Vice Presidents, Treasurer, Secretary and Historian shall perform such other
duties as may be assigned to them from time to time by the President and/or the
Board of Governors.
Section 5. Authority of President and Others
(a)
The
President may sign contracts or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by this Constitution and
Bylaws to some other officer or agent of the Society, or shall be required by
law to be otherwise signed or executed.
(b)
Only
the President has the authority to bind the Society contractually, except that:
(a) the Board of Governors may specifically authorize another person to execute
a contract on behalf of the Society; and (b) the President may, in writing,
specifically delegate to other persons the authority to bind the Society
contractually under conditions set forth in the written authorization. Only contracts made pursuant to this section
are valid.
Section 6. Vacancies
(a) In the event any Executive Officer shall die, resign, be
unable to perform his or her duties or be derelict in the performance of his or
her duties or shall in any other manner be ineligible to hold office in this
Society, a vacancy of office shall be declared by the Board of Governors, or
the General Membership in accordance with (e) immediately following, as the
case may be.
(b) Any vacancy occurring in an Executive Office shall be filled
by the majority vote of the remaining members of the Board of Directors.
(c) The member elected to fill a vacancy must be in good standing
and shall serve in such Executive Office for the balance of the unexpired term thereof.
(d) Except as otherwise provided in (b) and (c) above, the Vice
Presidents, in the order of their seniority of office, shall automatically
succeed to the office of president in the event of a vacancy of such office for
the balance of the unexpired term thereof.
(e) Upon a finding by the Board of Governors that an Executive
Officer is unable to perform his or her duties, or is derelict in the
performance of such duties, or is in any other manner ineligible to hold
office, such Executive Officer shall be immediately notified by the Secretary
of such finding and the reasons therefore.
At the next General Membership Meeting, or such other General Membership
Meeting as the Board of Governors shall determine, a hearing on the question of
removal of such person from his or her office shall be held. Notice of such hearing shall also be
contained in the notice of the General Membership Meeting at which the hearing
is to be held. Upon the affirmative vote
of two thirds (203) of the members in good standing voting at such General
Membership Meeting, such person shall be removed from office and a vacancy
thereof declared. Such vote shall be by
secret ballot.
ARTICLE VI
Section 1. Meetings of the Society
(a)
The
Society shall hold regular General Membership Meetings monthly except during
the months of June, July and August. The
date, time and location of such meetings shall be determined by the President.
(b)
Special
Membership Meetings may be called by the President, any three (3) or more
members of the Board of Governors or any twenty-five (25) or more members of
the Society in good standing upon written call specifically stating the reason
for such special meeting and signed by all such members. No business shall be conducted at such
special meeting other than that specifically stated in the written call
thereof.
(c)
The
Secretary shall give notice of the date, time and location of every General
Membership or Special Meeting to every member not less than five (5) days prior
to any such meeting. Said notices shall be by electronic mail and posted on the
website, except to the extent a member has opted to receive notice and
Newsletters by first class United States mail or the organization does not have
an electronic mail address on file for a member. The notice for any Special Membership Meeting
called by any twenty-five (25) or more members in good standing must be
accompanied by the written call signed by such members. The notice requirement
is met if the notice is contained in a Newsletter e-mailed or mailed (if the member
has so elected or the organization does not an electronic mail address on file)
not less than five (5) days prior to any such meeting.
(d)
The
quorum for any regular monthly General Membership Meeting shall be at least
fifteen (15) members in good standing.
(e)
The
quorum for any Special Membership Meeting shall be at least twenty-five (25)
members in good standing.
(f)
Except
as otherwise provided in this Constitution and Bylaws, passage of any item
voted on requires a quorum and a majority vote of members in good standing
voting at a membership meeting.
(g)
The
Order of Business of all regular monthly General Membership Meetings shall be
as follows:
(1)
Reading of the
minutes of the immediately prior General Membership Meeting.
(2)
Reading
of the minutes of the immediately prior Board of Governors Meeting.
(3)
Reports
of Executive Officers.
(4)
Reports
of the Standing Committees.
(5)
Reports
of the Special Committees.
(6)
Unfinished
Business.
(7)
New
Business.
(8)
Adjournment.
(h) Robert's Rules of Order (Revised) shall
govern all proceedings of the General and Special Membership Meetings of this
Society, except where the same conflict with any provision of this Constitution
and Bylaws.
Section 2. Meetings of the Board of Governors
(a)
The
Board of Governors shall hold meetings every month except during the months of
July and August. The date, time and
location of such meetings shall be determined by the President.
(b)
Special
Meetings of the Board of Governors may be called by the President or upon the
written request of any three (3) members of the Board, who are members in good
standing. Such written request shall be
sent to the President or Secretary. Upon
receipt of such request, the President shall set the date, time and location of
such Special Meeting within not later than fourteen (14) days prior to such
meeting.
(c)
Notice
of the date, time and location of every Regular and Special Meeting of the
Board of Governors shall be sent by the Secretary to every member of the Board
of Governors by electronic mail and posted on the website, except to the extent
a member has opted to receive notice and Newsletters by first class United
States mail or the organization does not have an electronic mail address on
file for a member. Members of the Board
of Governors may elect to receive any required notice by first class United
States mail by giving a written request to the Secretary stating the name of
the Board of Governors member and the correct address. Members are responsible
for notifying the Secretary of any changes.
(d)
The
quorum for any Regular or Special meeting of the Board of Governors shall be at
least nine (9) Board members in good standing.
(e)
The
quorum for any Special Membership Meeting shall be at least fifteen (15)
members in good standing.
(f)
Except
as otherwise provided in this Constitution and Bylaws, passage of any item
voted on at a Membership Meeting, requires a quorum and a majority of vote of
members in good standing voting at such meeting.
(g)
The
order of business of all regular monthly General Membership Meetings shall be
as follows:
(1)
Reading
of the Minutes of immediately prior General Membership Meeting.
(2)
Reading
of the Minutes of immediately prior Board of Governors Meeting.
(3)
Reports
of Executive Officers.
(4)
Reports
of Standing Committees.
(5)
Reports
of Special and any ad hoc Committees.
(6)
Unfinished
Business.
(7)
New
Business.
(8)
Adjournment.
(h)
Robert's
Rules of Order (Revised) shall govern all proceedings of the General or Special
Membership Meetings of the Society, except where the same conflict with any
provision of this Constitution and Bylaws.
In the event of any such conflict, the provisions of this Constitution
and Bylaws shall control.
ARTICLE VII. Committees
Section 1. Standing Committees.
The Standing Committees of
this Society, may include, without being limited to, the following Committees:
(a)
Anti-Defamation
whose duty it will be to investigate, review and recommend to the Society
appropriate action in any situation in which Poles or others are ridiculed or
otherwise unfavorably treated or characterized.
Such Committee shall also act as a liaison between this Society and
other established organizations concerned in the area of anti-defamation.
(b)
Award
of Merit whose duty it will be to consider and review candidates for the
Society's Award of Merit. The Committee
will follow the following procedures and guidelines:
(1)
The
purpose of the Award shall be to honor an individual from the Greater Chicagoland area who has contributed to the advancement and
progress of the Polish Community in Chicago in some special way or by a history
of service thereto.
(2)
The
Awardee need not necessarily be Polish-American nor
necessarily a member of the legal profession.
(3)
The
Awardee will not normally be a member of the Society, except in a most unusual
circumstance.
(4)
The
Award will be presented at the Installation dinner at which the Awardee will
normally be the principal speaker.
(5)
The
Awardee must be present to personally receive the Award.
(6)
The
Award will normally be presented annually but will not be presented if there is
no qualified nominee.
(7)
The
committee will submit to the Board of Governors at its regular Meeting in
November, a list of three (3) candidates together with its statement as to why
such persons should receive the Award.
Such statement will describe, with particularity, the contributions each
candidate has made with a view to the purpose of the Award.
(8)
The
Board of Governors will, at said meeting, select one (1) candidate as the
recipient of the Award.
(9)
The
name of the proposed candidate will be submitted to the membership for its
approval at the Regular General Membership Meeting in November. The nominee will be approved upon an
affirmative majority vote of the members in good standing voting on the
nomination. If approved, the President
shall communicate the decision of the Society to the Awardee.
(10)
If
the nominee is not approved, or is approved but declines the Award or is
otherwise unable to accept it, the Board of Governors, at a Regular or Special
Meeting, shall select another nominee from the remaining two candidates
originally submitted by the Committee.
The name of the second proposed nominee will be submitted to the
membership for its approval at the Regular General Membership Meeting in
December.
(11)
If
the second nominee is not approved, or is approved but declines the Award or is
otherwise unable to accept it, no Award will be presented for the current year.
(c) Constitution and Bylaws whose duty it will be to receive,
review and recommend to the General Membership amendments and changes to the
Constitution and By-laws of this Society.
(d) Current Legal Decisions and Practice whose duty it will be to
report monthly to the Secretary for inclusion in the monthly Newsletter current
decisions and changes in the law of practice, procedures and substantive law.
(e) Ethics and Grievance whose duty it will be to observe the
professional conduct of the members of the Society in relation to professional
ethics and foster adherence to the adopted code; and to hear all complaints of
unprofessional or unethical conduct made against members of this Society.
(1) All complaints shall be in writing,
signed by the complainant plainly stating the matter upon which the complaint
is predicated, and shall be filed with this Committee.
(2) It
shall be the duty of this Committee to conduct a thorough investigation, hear
both sides of the controversy and reports its findings to the Board of
Governors, who shall take appropriate action.
(f) Finance and Budget whose duty it will be
to submit at the meeting of the Board of Governors in March, a proposed budget
reflecting estimated income and expenditures for the ensuing year. The Chair of this Committee shall be the
Treasurer of the Society.
(g) Family activities, whose duty it will be to organize and make
all arrangements for any appropriate social activities for members and their
families.
(h) House, whose duty it will be to provide and make all
arrangements for refreshments for the members at the Regular Monthly General
Membership Meetings.
(i) Inter-Bar whose duty it will be to act as liaison between
this Society and other bar associations.
(j) Judicial administration whose duty it will be to consider
problems in the administration of justice and the organization of the
judiciary, and to recommend measures calculated to improve the administration
of justice.
(k) Legislation whose duty it will be to observe and consider
proposed changes of the law, to direct the attention of the Society to such
contemplated legislation as may adversely affect the legal profession; and to
propose such changes in the law or the administration thereof which it may
regard as beneficial.
(l)
Membership
whose duty it will be to seek and solicit new members and receive and process
their applications for membership in accordance with Article III hereof.
(m) Public Relations whose duty it will be to
publicize the activities of the Society insofar as they affect the public at
large; to obtain due recognition of the efforts of this Society and its
members; and establish and maintain proper and suitable relations between the
public and the Bar.
(n) Resolutions whose duty it will be to
draft proper resolutions concerning any matter referred to it by the Society,
the President or the Board of Governors; and to thereafter submit the names for
appropriate action.
(o) Scholarship whose duty it shall be to
supervise the "Advocates Society/Knights of Dabrowski
Scholarship Fund"; to solicit funds or donations; and to make recommendations
to the Knights of Dabrowski as to the recipient of
any such funds.
(p) Sports whose duty it will be to organize
and make all arrangements for an Annual Golf Outing and Dinner.
(q) Steering
(1) It shall be the duty of the Steering
Committee to consider all matters pertaining to civic or political endorsements
for elective or appointive office and to make recommendations relating thereto.
(2) The members of this Committee shall
consist of all past Presidents in good standing. The Chair of the Committee shall be the
immediate past President of the Society.
(3) The report of the Committee shall be
submitted to the Board of Governors for its information and any action it deems
appropriate.
(4) Following such Board of Governors
Meeting, the report of the Governors, if any, shall be made to the General
Membership and the matter reported upon shall be submitted to the vote of the
membership at the next Regular Monthly General Membership Meeting.
(r) Unauthorized practice whose duty it will
be to investigate any practice or method of procuring or transacting legal
business by other than licensed attorneys and to hear all complaints relating
to the unauthorized practice of law.
(s) Welfare whose duty it will be to observe
and perform the usual and customary services incident to the illness,
bereavement or death of a member of this Society or of his or her immediate
family.
(t) Young members whose duty it will be to give assistance to
members recently admitted to the practice of law concerning Court procedures
and practice.
Section 2. Other Committees.
Special and/or ad hoc
committees can be formed by appropriate resolution of the Board of
Governors. Such committees will be
automatically disbanded upon their mission completion or otherwise by
appropriate resolution of the Board of Governors.
Section 3. Committee Reports.
Each of the above designated
committees shall render, from time to time, a report to the Board of Governors
or the membership, pertaining to its action, together with its respective
recommendations. They shall also, at the
General Membership Meeting in January, render a written report covering their
activities during the fiscal year.
ARTICLE VIII. Fiscal Year
The fiscal year of the
Society shall be from the 1st day of March to the last day of February.
ARTICLE IX. Amendments
This Constitution and Bylaws
may be amended by the affirmative vote of two-thirds (2/3) of the members in
good standing and voting at any Regular or Special meeting of the Society,
provided that (a) written notice of any proposed amendment must be given to
each member in the notice or call for such meeting; and (b) a quorum of members
who have the right to vote and are in good standing at that time, are
physically present at such meeting.
