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Rule 14-205. Board.

(a) Number and terms.The Board must consist 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 commissioner isthree years and until a successor is elected and qualified.

(b) Vacancies. Alawyer vacancy on the Board occurs by reason of death, resignation, incapacity,retirement, removal, change of residence from Utah, or upon the incumbentceasing to be an active lawyer licensee in good standing. A vacancy created bya lawyer commissioner must be filled by the remaining Board members by either:

(b)(1) conducting a special election;

(b)(2) appointing asuccessor from among the active lawyer ?licensees whose business mailing addresses onthe records of the Bar are in the division from which the commissioner waselected, who must serve until the following annual election; or

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

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

(b)(4) A President?sunexpired Commission term must be filled in the regular election cycleimmediately preceding 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 ofeight of the twelve commissioners (other than the commissioner proposed forremoval) at a meeting of which advance notice of the removal vote is given asprovided in paragraph 14-204(a)(2), provided that commissioners who are eligibleto vote but who are not in attendance at the meeting may submit their vote inwriting to the executive director; or

(c)(2) The vote of amajority of the active lawyer licensees in the division which elected thecommissioner voting in a special election held for the purpose of considerationof removal. Ballots must be emailed to the lawyer licensees? address of recordwith the Bar20 days after the filing of a petition calling for removal signedby 10% of the active lawyer licensees in the division which elected thecommissioner. Ballots are due by 9:59 p.m. Mountain Time 15 days after emailingand the results must be tabulated and announced not more than 45 days after thefiling of the petition.

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

(e) Election notice.Notice of election of commissioners and of the divisions from which they must beelected during the current year must be emailed to the active lawyer licensees ofthe Bar in that division no later than 90 days prior to the date the election closes.

(f) Nomination.Commissioners are nominated by written petition complying with Article 1,Integration and Management, and filed with the executive director at least 60days prior to the date the election closes. The petitions must be signed by tenactive lawyer licensees whose business mailing addresses on the records of theBar are in the division from which the election is to be held. Only activelawyer licensees eligible to vote in that division may be nominated to serve ascommissioner.

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

(h) Electionprocedures.

(h)(1) Ballots must beprovided to all active lawyer licensees in each division in which an electionis to be held, containing the alphabetized names of those lawyer licensees whohave been nominated from the respective divisions. The ballots must be providedelectronically to active lawyer licensees at their email address of record withthe Bar at least 15 days prior to the date the election closes.

?(h)(2) Ballots ?must ?be ?submittedno later than 9:59 p.m. Mountain Time on the day the election closes.

?(h)(3) Successful candidates will be notifiedby the Executive Director. The President must call a meeting of the Board priorto the end of the annual meeting for the purpose of re-organizing the Board.Public announcement of election results will be made at the discretion of thepresident.

(h)(4) The terms ofnew commissioners will begin when they are seated at the reorganization meetingof the Board.

(h)(5) If aninsufficient number of nominating petitions are filed to require balloting in adivision, the person or persons nominated must be declared elected.

(h)(6) If any day ordate set forth above falls on Saturday, Sunday or holiday, the act required ortime fixed will occur on or run from the next working day.

(i) Disputedelection.

(i)(1) If there is adispute as to the validity of the election of a commissioner, it must beresolved by the Board at its first meeting after the election or at anadjourned meeting. Any Board member involved in the dispute must not beentitled to vote. The executive director must give written notice to eachcandidate of the hearing on the contested election and each candidate must havethe right to be personally present, to be represented by counsel and to presentproof at the hearing. The Board has the right to inquire into all mattersgermane to the election and dispute.

(i)(2) The Board maydesignate a committee from among its members to hear disputed election matters,but decisions of the committee will not be effective until approved by theBoard. In every contested election hearing, the Board has the right toprescribe rules and regulations for the conduct.

(i)(3) The decisionof the Board is final.

(j) Meetings.

(j)(1) The Board musthold regular meetings at the Bar offices or at such other place as the Boardmay determine.

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

(j)(3) Reasonablenotice of the time and place of all regular special meetings must be given toeach member of the Board by the executive director by email.

(j)(4) At any regularor special meeting of the Board, any business may be transacted which is withinthe power of the Board, whether or not such business has been placed upon theagenda in advance; provided, however, that advance notice pursuant tosubparagraph (j)(3) above must be given for removal of officers and lawyercommissioners.

(j)(5) If less than aquorum of the Board is present at a meeting, those present may adjourn the meetingto a later time, and if a quorum is present at the time to which the meetingwas adjourned, the Board may proceed with the conduct of business withoutfurther call or notice.

(j)(6) If thepresident desires the vote of the Board without calling a meeting, a vote maybe taken by telephone or e-mail provided that all members of the Board are begiven an opportunity to vote.

(k) Quorum. Eightmembers of the Board constitute a quorum for conducting the business of theBoard and a majority vote of those present and voting at any meeting is sufficientto take effective action to bind the Board; provided, however, that thenomination of candidates to run for the office of president-elect and theselection of a lawyer commissioner to fill a vacancy must be by majority voteof the entire Board. All members of the Board who are present must vote on allmatters when a vote is taken unless they excuse themselves from voting or areexcused from voting by a majority of the Board members present because of a conflictof interest.

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

(l)(1) the handling of emergency matters when the entire Boardcannot 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 ofrecommendations to the Board;

(l)(3) the handlingof ministerial and routine business of the Bar which transpires between Boardmeetings; and

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

All recommendationsand ministerial matters must be reported to the Board as a part of the agendafor the next Board meeting following the action.

(m) Liaisonassignments. In addition to performing duties 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 that capacity will 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 may appoint sub-committees to carry out its functions.

(o) Executive Director.

(o)(1) The ExecutiveDirector is selected by the Board.

(o)(2) The salary,duties and employment term of the Executive Director are contained in the ExecutiveDirector?s employment agreement with the Board.

(o)(3) The ExecutiveDirector must perform duties as secretary to the Board as provided by law and anyother duties prescribed by the Board or delegated by the president, notinconsistent with law and these Bylaws. The Executive Director has theauthority to hire and terminate staff.

(p) Ex-officiomembers. Ex-officio members of the Board may be designated by the Board fromyear to year, but any designation must not be effective for more than one year,and ex-officio members are not entitled to vote.


Effective November 1, 2020.