The Jacksonville Bar Association

BY-LAWS

THE JACKSONVILLE BAR ASSOCIATION, INC.

ARTICLE 1 - - MEMBERSHIP

Section 1. Active Members

Any member of The Florida Bar or authorized house counsel (as defined under Chapter 17, Florida Bar rules) in good standing, actively engaged in the practice of law or actively employed as a lawyer in Duval, Baker, Clay, Nassau or St. Johns County, Florida, shall be eligible to be an active member.

Section 2. Associate Members

Any member of The Florida Bar in good standing, or any member in good standing of the bar or similar body of another state, provided requirements for membership are found by the Board of Governors to be equivalent to the requirements for admission to The Florida Bar, who either resides or is employed in Duval, Baker, Clay, Nassau or St. Johns County, Florida, and who is not actively engaged in the private practice of law in Duval, Baker, Clay, Nassau or St. Johns County, Florida, and who is not an honorary member by reason of being a judge, shall be eligible to become an associate member. Associate members may neither vote nor hold elective office in this Association, but shall be entitled to all other privileges of membership.

Section 3. Student Members

Any current student of a law school with either accreditation from the American Bar Association or provisional accreditation from the American Bar Association shall be eligible to become a student member. Student members may neither vote nor hold elective office in this Association, but shall be entitled to other privileges of membership as determined by the Board of Governors periodically.

Section 4. Election and Tenure

a. Nominations of Candidates

Nominations of candidates for the office of President-Elect and for membership vacancies on the Board of Governors shall be made during a two (2) week period to be set by the Board which shall conclude no later than thirty (30) days before the election each year. Each active member of the Association shall receive notice stating that the Association will receive written nominations during that period of time. Each individual nomination will be in the form of a written petition signed by ten active members of the Association specifying the name of the nominee and the office for which that member is nominated and endorsed by the nominee to indicate willingness to serve. Each member nominated for the office of President-Elect must have been a member of the Association for at least five years prior to nomination. Any active member of the Association may be nominated for the office of Board Member, Board of Governors. All nominations shall be published in the written notice of the Annual Meeting which is mailed to the members pursuant to Article III, Section 4, hereof.

b. Election of President-Elect

The President-Elect shall be elected at the Annual Meeting from the list of nominations compiled as provided herein. No additional nominations for President-Elect shall be made or accepted at the Annual Meeting.

The election of the President-Elect shall be by written ballot. A majority vote of the active members of the Association, either present and voting at the Annual Meeting or voting by absentee ballot, shall be necessary for election to that office.

If no candidate for President-Elect receives a majority vote of those voting, there shall be a run-off election between the two members who received the largest number of votes at the next regularly scheduled meeting of the Association. A majority vote of those present and voting at said meeting and those voting by absentee ballot, shall be necessary for election to the office of President-Elect.

c. Election of Board Members

Members of the Board of Governors shall be elected at the Association�s Annual Meeting from the list of nominations compiled as provided herein. The candidate(s) receiving the most votes among those present and voting and those voting by absentee ballot for each respective vacancy shall be elected. Should a run-off election be necessary, it shall be held at the next regularly scheduled meeting of the Association. The candidate(s) receiving the most votes from those present and voting and those voting by absentee ballot for each respective vacancy shall be elected.

d. Absentee Ballots

Absentee ballots shall be available at the Association office and a poll established at the Duval County Courthouse for the Annual Meeting elections at least ten days (not counting the day of the election) prior to the date of the Annual Meeting. In the case of run-off elections, absentee ballots shall be available at the Association office and the poll established at the Duval County Courthouse at least five days (not counting the date of the run-off election) prior to the date of the meeting at which time the run-off election will be held.

e. Absentee Voting

All absentee ballots must be cast at the Association office or a poll established at the Duval County Courthouse at or before 5:00 p.m. on the day before the election or run-off election. All voting shall be in person at the Association office or the poll established at the Duval County Courthouse. Absentee ballots received thereafter shall be null and void.

The Executive Director of the Association shall remove the names of those Association members who timely vote absentee ballots at the Association office or the poll established at the Duval County Courthouse from the list of members eligible to vote in the applicable election or run-off election.

Section 5. Non-Resident Members

Any active or associate member who moves from Duval, Baker, Clay, Nassau or St. Johns County, Florida, may become a non-resident member. Non-resident members may neither vote nor hold elective office in this association, but shall be entitled to all other privilege of membership.

Section 6. Honorary Members

Each Judge of a Court of the United States, the State of Florida, the City of Jacksonville or other municipality within Duval, Baker, Clay, Nassau or St. Johns County, who is a member of The Florida Bar in good standing, who resides in Duval, Baker, Clay, Nassau or St. Johns County, who is not actively engaged in the practice of law in Duval, Baker, Clay, Nassau or St. Johns County, and who at the time of taking office as such Judge is a member of this Association or is thereafter elected to honorary membership by the Board of Governors shall, while holding such office as Judge, be an honorary member, unless he or she requests classification as an active member, in which event he or she shall be an active member. The Board of Governors may confer honorary membership upon distinguished lawyers who have been admitted to practice law in Florida for not less than fifty years and upon distinguished visiting lawyers. Non-judicial honorary members shall be exempt from payment of dues, and judicial honorary members shall pay one-half (�) of active member dues and may neither vote nor hold elective office in the Association, but shall be entitled to all other privileges of membership.

Section 7. Transfer of Classification

A member of this Association shall be transferred from one classification of membership to another whenever necessary to conform to the requirements of Sections 1 through 4 of this Article, but each member�s obligation to pay dues for the current year shall be determined by that member�s classification on July 1 of that year, or by that member�s classification on the date admitted in the case of persons admitted to membership during the year.

Section 8. Membership in The Florida Bar

or Similar Body of Another State

Any active, associate, or non-resident member who ceases to be a member of The Florida Bar or is no longer a member of the bar or similar body of any other state as provided in the charter shall automatically cease to be a member of the Association. This section shall not apply to members who are or remain members of The Florida Bar in good standing, although they may cease to be members of the bar or similar body of another state.

Section 9. Application for Membership

Except with respect to honorary members and to reinstatement of suspended members, each application for membership shall be in writing, approved by at least two active members, and accompanied by payment of dues for the current year. Each application shall be referred to the Board of Governors, and if favorably reported by the Board of Governors, shall be balloted upon at an annual, regular, or special meeting of the Association. Two-thirds of the votes cast shall be required to elect an applicant to membership. The Executive Director shall notify each applicant elected to membership.

Section 10. Suspension, Termination

and Reinstatement of Membership

Any member against whom a complaint is filed in the Supreme Court of Florida by The Florida Bar shall stand suspended from membership in the Association pending disposition of said complaint, and shall automatically cease to be a member of this Association if found guilty of professional misconduct resulting in disbarment or suspension by the Supreme Court of Florida. After readmission by The Florida Bar, such person may reapply for membership.

ARTICLE II - - DUES

Section 1. Amount

Each active, associate, student, non-resident and judicial honorary member shall pay annual dues in such an amount as the Board of Governors shall set. The Board of Governors may set a different amount of dues for active, associate, student and non-resident members, may waive the dues of members on active duty with the armed forces or retired from active practice of law, and may provide for pro-rata payment of a current years dues by new members.

Section 2. Time of Payment

Annual dues shall be payable on or before July 1 of each year. The Board of Governors may structure a separate dues schedule for student members. Any member who fails to pay annual dues by October 1 of any year shall stand suspended and may be reinstated during such year upon the payment of such dues, together with a reinstatement charge of an amount to be set by the Board of Governors from time to time, but in no event to exceed the sum of Five Dollars. In the event a member fails to pay said dues and said charge during the fiscal year, the member may be reinstated to membership thereafter upon payment of the current years�s due and upon payment of the dues and the reinstatement charge noted above assessed and imposed during the

year said member was suspended, without having to be voted upon again by the members of the Association.

ARTICLE III - - MEETINGS

Section 1. Annual Meeting

The Annual Meeting of the Association shall be held at such time in May or June as the Board of Governors may set.

Section 2. Regular Meetings

Regular meetings of the Association shall be held in each month on such date or dates as the Board of Governors may set. The Board of Governors may dispense with any regular monthly meeting.

Section 3. Special Meetings

Special meetings of the Association may be held at any time upon call of the President or of the Board of Governors. The President shall call a special meeting upon written request of five percent of the active members.

Section 4. Notice of Meetings

Written notice of each annual, regular, and special meeting shall be mailed, at least three days before the meeting, to each member.

Section 5. Board of Governors Meetings

Regular monthly meetings of the Board of Governors shall be held at times set by the Board of Governors. The Board of Governors may dispense with such meetings in any month in which no Association meeting will be held.

Section 6. Order of Business

The order of business at all meetings, if not specifically prescribed by action of the meeting, shall be regulated by the presiding officer. Except where otherwise provided in the Charter or By-Laws, or in regulations governing a committee, all questions shall be decided by a majority vote of the active members present and voting. Except where otherwise provided by the Charter or By-Laws of the Association, the procedure at every meeting shall be governed by Robert�s Rules of Order.

Section 7. Quorum

Ten percent of the active members shall constitute a quorum for all purposes at Association meetings.

ARTICLE IV - - OFFICERS AND

BOARD OF GOVERNORS

Section 1. Officers

The officers of this Association shall be a President and President-Elect, who shall perform the duties set forth in Article V hereof.

Section 2. Board of Governors

The Board of Governors shall have thirteen members, consisting of the officers, the President of the Young Lawyers� Section of the Association and six active members of the Association, and shall have general control and management of the affairs of the Association. All member of the Board of Governors shall have equal voting rights.

Section 3. Election and Tenure

Nominations of candidates for the office of President-Elect and for membership on the Board of Governors shall be made during a two (2) week period to be set by the Board which shall conclude no later than thirty (30) days before the election each year. Each active member of the Association shall receive notice stating that the Association will receive written nominations during that period of time. Each individual nomination will be in the form of a written petition signed by ten active members of the Association specifying the name of the nominee and the office for which that member is nominated and endorsed by the nominee to indicate willingness to serve. Each member nominated for the office of President-Elect must have been a member of the Association for at least five years prior to nomination. All nominations shall be published in the written notice of the Annual Meeting which is mailed to the members pursuant to Article III, Section 4, hereof.

The President-Elect and members of the Board of Governors shall be elected by the Annual Meeting from the list of nominations compiled as provided herein. No additional nominations shall be made or accepted at the Annual Meeting. The election of the President-Elect shall be by written ballot and a majority vote of the active members of the Association present and voting at the Annual Meeting shall be necessary for election to that office.

If no candidate for President-Elect receives a majority vote of those present and voting, there shall be a run-off election between the two members who received the largest number of votes at

the next regularly scheduled meeting of the Association, and a majority vote of those present and voting shall be necessary.

Other members of the Board shall be elected at the Annual Meeting. The candidate(s) receiving the most votes among those present and voting for the respective vacancies available shall be elected. Should a run-off be necessary, it shall be held at the next regularly scheduled meeting of the Association. The candidate(s) receiving the most votes for each respective vacancy shall be elected.

If a Board Member runs for President-Elect during that member�s unexpired term and is elected, that shall create a vacancy for the remainder of that term to be filled as provided above during that particular election. If such member is not elected, no vacancy shall exist, and the member shall serve the remainder of the unexpired term. Provided, however, if one of the vacancies is for the remainder of an unexpired term of a member successfully being elected to the office of President-Elect as provided below the remainder of that unexpired term shall be filled by the member receiving the largest number of votes among the candidates for the Board during that election who does not receive enough votes to win a full term as a Board Member.

All terms of office shall commence at the beginning of the fiscal year next following the Annual Meeting. The President-Elect shall serve as President-Elect for a period of one year and thereafter shall automatically take office as President for the ensuing fiscal year. Members of the Board of Governors shall serve for a term of two years, except that the President of the Young Lawyers� Section shall serve only while holding that office.

Those members elected shall take office on July 1 following the Annual Meeting at which they are elected and shall hold office during the term specified herein.

Each officer and other member of the Board of Governors shall continue to hold office as such thereafter until their successors are duly elected, if their successors are not duly elected by the end of that fiscal year, except that the President-Elect shall automatically take office as President at the time above specified.

No person shall serve as President for two successive terms; but service of the President-Elect as Acting President in accordance with Section 4 hereof shall not be considered service as President, nor shall this provision prevent a President from continuing to hold office until a successor is duly elected if no person is serving as President-Elect at the completion of the President�s term as President.

Section 4. Vacancy

In the case of resignation, death or disability reasonably expected to continue until the end of the term for which elected, of an officer or other members of the Board of Governor:

a. If of the President, the President-Elect shall act as President during the remainder of the term with the title of Acting President.

b. If of the President-Elect, the remaining members of the Board of Governors shall call a special election to fill the vacancy, unless such election cannot reasonably be held at least ninety days before the next Annual Meeting, in which event the vacancy shall not be filled, but both a President and a President-Elect shall be elected at the next Annual Meeting to serve during the ensuing years.

c. If both the President and President-Elect, the remaining members of the Board of Governors shall call a special election to fill both vacancies, unless such election cannot reasonably be held at least ninety days before the next Annual Meeting, in which event the remaining members of the Board of Governors shall fill the vacancy in the office of President by appointment for the remainder of the term, the vacancy in the office of President-Elect shall not be filled, and both a President and a President-Elect shall be elected at the next Annual Meeting to serve during the ensuing year.

d. If of a member of the Board of Governors who is not an officer, the remaining members of the Board of Governors shall fill the vacancy by appointment for the remainder of the term. In case of the temporary disability of the President, the President-Elect shall act as President. In case of the temporary disability of the President and President-Elect, the remaining members of the Board of Governors may appoint one of the members of the Board of Governors to act during the temporary disability.

ARTICLE V - - DUTIES OF OFFICERS AND

BOARD OF GOVERNORS

Section 1. President and President-Elect

It shall be the duty of the President to organize and direct the work and activities of the Association, subject to general control and management of the Board of Governors; to act as an ex-officio member of all committees; to call special meetings of the Association when necessary; and at the Annual Meeting to render a brief report reviewing the work of the Association during the term of office and making any recommendations or suggestions for the progress and welfare of the Association which may be considered advisable.

The President-Elect shall be an ex-officio member of all committees; shall preside at meetings of the Board of Governors and Association in the absence of the President and otherwise perform the functions of a Vice President; and shall act as President in case of the resignation, death, or disability of the President as provided in the Charter.

In the absence of the President and President-Elect, a member of the Board of Governors designated by the President shall preside at meetings of the Association and meetings of the Board of Governors.

Section 2. Board of Governors

It shall be the duty of the Board of Governors to have general control and management of the affairs of the Association

ARTICLE VI - - COMMITTEES

Section 1. Appointment

The President shall appoint such committees as may be necessary or desirable to serve during the term of office with the approval of the Board of Governors.

ARTICLE VII - - SECTIONS

Section 1. Young Lawyers Section

All member of the Association who have not yet reached the age of 36 shall be enrolled as members of the Young Lawyers Section; provided, however, that any member who shall reach the age of 36 years shall be entitled to the rights and privileges of membership for the remainder of the fiscal year in which his or her 36th birthday occurs. The members of this section shall elect their own officers and executive committee and the section shall function in accordance with by-laws adopted by the members of the section. This section shall stimulate the interest of the younger members of the Association in the objectives and activities of the Association and The Florida Bar. The President of this section shall serve on the Board of Governors of the Association.

The Board of Governors shall, in the annual budget of the Association, provide funds for the operation of the Young Lawyers Section in accordance with the budget request of the Young Lawyers Section as approved by the Board of Governors of the Association.

Section 2. Other Sections

The members of the Association may form additional sections from time to time to stimulate interest in other areas of the Association�s activities and to promote more active participation by members of the Association in specialized programs of the Association.

ARTICLE VIII

Fiscal Year

The fiscal year of the Association shall commence on July 1 of each year and end on the following June 30.

ARTICLE IX

Anything in these By-Laws to the contrary notwithstanding, any election held by the Jacksonville Bar Association shall be conducted in accordance with the By-laws, and the rules and regulations established from time to time by the Board of Governors, including votes being cast in person, by mail and/or electronically.

Revisions Approved

February 9, 2007