Iowa Association of Workers' Compensation Lawyers, Inc., By-laws

ARTICLE I

The name of this Association shall be the Iowa Association of Workers' Compensation Lawyers, Inc.

ARTICLE II

Its objectives shall be to promote the administration of justice; to provide continuing legal education in the area of workers' compensation law; and to take such further actions as may be deemed necessary to enhance the effectiveness of workers' compensation laws and their administration.

ARTICLE III

Section 1. There shall be the following classes of membership:

(a) Regular Members - Any person qualified to practice law in Iowa as defined in Iowa Supreme Court Rule 122; is of good moral character; is engaged in the private practice of law (includes member of corporate legal department) or is a county or city attorney or Assistant Iowa Attorney General; is actively engaged in the area of workers' compensation law; and who has demonstrated by a minimum of three years of practice and attention to continuing legal education programs, including having attended a minimum of two of the prior five annual seminars sponsored by this association, and interest and expertise in the field of workers' compensation shall be eligible, upon the sponsorship of a member of the Board, review by the Screening Committee, and approval by the Board of Governors, for regular membership; and shall continue to be a regular member in good standing upon the timely payment of periodic dues and the continued adherence to the objectives of the Association and to the qualifications for membership.

(b) Sustaining Members - A member who retires from the active practice of law may become a sustaining member upon approval by the Board of Governors. No annual dues are required of sustaining members. Any member who has served on the Board of Governors or as Executive Director and becomes a sustaining member shall be accorded all the rights and privileges of a past president.

Section 2. The Board of Governors may create other classes of non-voting membership including subscribers and shall establish procedures for the application and admittance to all classes of membership.

Section 3. Termination of Membership. Membership may be terminated in the following manner:

(a) Resignation - A member may resign by submitting a written resignation to the President. Such resignation shall become effective on the date submitted, provided the member has satisfied all of his obligations to the Association.

(b) Disbarment - A member who is disbarred shall automatically be removed from membership.

(c) Suspension from Practice - A person suspended from practice shall be suspended from membership for as long as his period of suspension from practice continues and shall be returned to membership subject to the approval of the Board of Governors upon the termination of his suspension.

(d) Expulsion, Suspension or Censure - A member may be expelled, suspended or censured for unethical conduct in violation of the Iowa Code of Professional Responsibility, regardless of the state in which the member practices or for misconduct which brings discredit to himself, the Association or the profession. This power shall rest exclusively in the Board of Governors, which may authorize
the President to appoint a committee of three to hear complaints or grievances against a member. A member shall receive thirty (30) days notice in writing of any complaint made against him. The notice shall specify the charges against the
member and shall advise the member of the time and place of the hearing, which shall be held either before the Board of Governors or a committee appointed in accordance with this Section. The member may appear and present evidence in his behalf. If the hearing is held before a committee, the committee shall report its findings to the Board of Governors, which shall then decide whether to expel, suspend or censure the member. Expulsion, suspension or censure of a member shall require a two-thirds (2/3) vote of the Board of Governors present and voting.

(e) Automatic Expulsion - A member who fails to pay his periodic dues within sixty (60) days of a written notice of failure to pay dues shall be automatically dropped from membership.

ARTICLE IV - OFFICERS

Section 1. The officers shall be the President, Vice President, Secretary, and Treasurer.

Section 2. The President shall be the Chief Executive Officer of the Association. He shall preside at all meetings of the Association and Board of Governors. He shall direct the affairs of the Association with the advice and consent of the Board of Governors. He shall appoint all committees. In the event of incapacity or inability to fulfill the office and upon certification of such fact by two-thirds (2/3) of the Board of Governors, the remainder of his term shall be filled in the following order of succession: President-Elect, Vice President, Secretary and Treasurer.

Section 3. The Vice President shall perform such duties as are delegated to him by the President. He shall succeed to the office of President in the event of the death or resignation of the President. He shall preside at meetings in the event of the temporary absence of the President.

Section 4. The Secretary shall keep the minutes of all meetings of the Association and the Board of Governors and he shall be the official custodian of all the records of the Association. He shall direct the mailings of all notices required to be given. He shall keep an accurate census of the membership.

Section 5. The Treasurer shall be the official custodian of the funds of the Association. He shall collect all dues and moneys of the Association, and shall direct the keeping of accurate books of account. He shall cause audits to be made annually by a Certified Public Accountant and shall submit financial reports to the Board of Governors at its regular meetings and to the membership at the annual meeting. He shall receive, disburse and invest the funds of the Association in the manner directed by the Board of Governors.

Section 6. The terms of office of all officers shall be one (1) year which shall begin at the end of the last business meeting at the annual meeting.

ARTICLE V - BOARD OF GOVERNORS

Section 1. The Board of Governors shall be the managing body of the Association, shall direct its affairs, and elect its officers.

Section 2. The Board of Governors shall consist of the President, Vice President, Secretary and Treasurer, all Past Presidents who are in attendance and the Governors elected in accordance with these by-laws.

Section 3. Members of the Board of Governors shall be nominated and elected at a business meeting of the annual convention by a majority vote of the members of the Association. Members of the Board of Governors shall be at large but consideration shall be given to geographical location so as to insure representation on a statewide basis. The terms of the Board of Governors shall be three (3) years except for the initial Board of governors who shall serve two (2) and three (3) year terms as determined by the Board of Governors. The terms of the initial Board of Governors shall commence from and after October 12, 1979.

Section 4. Except as specifically limited by these by-laws, the Board of Governors shall have full power and authority in intervals between the business meeting of the annual meeting to do all acts and perform all functions which the Association itself may do or perform. However, whenever the membership of the Association shall have required or forbidden any act or policy at an annual meeting, such action shall be binding upon the Board of Governors.

Section 5. No commitments or expenditure of any funds of the Association shall be made by any officer or member except as provided in the annual budget or by the Board of Governors. The President and Executive Committee shall have the authority of the Board. The Board of Governors at its discretion shall be authorized to spend funds in addition to the budget for the good and welfare of the organization.

Section 6. In the event of a vacancy in the office of the Secretary or Treasurer between annual meetings of the Association, the Board of Governors shall fill such vacancy with any member of the Association in good standing by a majority vote at a regular meeting or special meeting of the Board of Governors, such person so elected shall serve until the next annual meeting.

Section 7. Meetings of the Board of Governors shall be held upon the order of the President, or upon written request of any three (3) members of the Board of Governors. In any event, meetings of the Board of Governors shall be held at the annual meeting. A quorum shall consist of three-fifths (3/5) of the members of the Board of Governors.

Section 8. The Board of Governors shall have the right to appoint all executive and staff personnel which it deems necessary or appropriate to carry out the functions of the Association. The compensation and duties of all such executive and staff personnel shall be fixed by the Board of Governors. No contract of employment shall be entered into by the Board of Governors for a term in excess of two (2) years without the approval of the Association at the annual meeting.

Section 9.

(a) There shall be an Executive Committee of the Board of Governors, which shall consist of the elected officers of the Association, three (3) members of the Board of Governors elected by the Board, and the immediate Past President. Between meetings of the Board of Governors, the Executive Committee shall be empowered to do all acts and perform all functions that are necessary for the operation and management of the Association.

(b) The Executive Committee shall not countermand actions taken by the Board of Governors and will be bound by specific instructions given to it by the Board of Governors.

(c) Five (5) members of the Executive Committee shall constitute a quorum and actions shall be decided by a majority vote. The President may request a telephone or mail vote of the Executive Committee in which event action shall require the affirmative vote of five (5).

(d) The Executive Committee shall keep minutes of its meetings and shall distribute them to the members of the Board of Governors.

Section 10. Any member of the Board of Governors shall be dropped from the Board if that member misses three (3) consecutive Board Meetings without due cause shown. Notice shall be given to that member in advance of the third meeting.

ARTICLE VI - ELECTIONS AND VOTING

Section 1. The officers and vacancies in the Board of Governors shall be elected at the annual meeting. All officers shall be nominated and elected at the annual meeting by the Board of Governors from its members.

Section 2. Vacancies in the Board of Governors shall be elected by a majority of the qualified regular and sustaining members present and voting. In the event a candidate does not receive a majority, a runoff election shall be held between the two candidates receiving the greatest number of votes. The convention by a two-thirds (2/3) vote may provide for the election by a plurality prior to the holding of the elections.

Section 3. The President shall appoint an Election Committee to conduct the elections. The Committee shall promulgate fair rules of conducting elections, which rules shall be approved by the meeting. All contested elections shall be by secret ballot. When any one candidate for an office has been nominated, such candidate shall be declared the winner by the Election Committee Chairman without the necessity of voting.

Section 4. No member shall be eligible to vote on any matter or in any election at the meeting unless he has been a member or has applied for membership at least thirty (30) days prior to the meeting and is a paid registrant at such convention.

Section 5. There is a limit on the number of terms a member of the Board may serve. No board member may serve more than six consecutive years (two three-year terms). A board member who steps down after six consecutive years shall be eligible for re-election to another three-year terms after a one-year absence from the Board. The Board may also appoint additional non-voting ex-officio members from time to time as the Board deems appropriate. Ex-officio Board members shall serve at the pleasure of the Board.

Section 6. The size of the Board of Governors shall be determined by the Board of Governors.

ARTICLE VII - MEETINGS AND CONVENTIONS

Section 1. There shall be an annual meeting of the Association to be held at a time and place fixed by the Board of Governors.

Section 2. There shall be such interim meetings, as shall be called by the President with the advice and consent of the Board of Governors.

Section 3. Fifteen (15) members shall constitute a quorum at any business meeting of the Association.

Section 4. The annual meeting shall be the final authority of the Association in all matters not specifically delegated to the Board of Governors or the officers of the Association.

Section 5. Unless otherwise provided, all actions taken by the meeting shall be by majority vote. Robert's Rules of Order shall govern the business meetings of the convention and all other meetings.

ARTICLE VIII - DUES

Section 1. The dues of the Association shall be determined by the Board of Governors.

ARTICLE IX - COMMITTEES

Section 1. The Board of Governors may, except as provided herein, from time to time, establish standing committees, abolish standing committees, and amalgamate standing committees. The Board of Governors shall, from time to time, determine the jurisdiction of standing committees. The President shall appoint the chairman and members of each committee.

Section 2. The Nominating Committee will be responsible for nominating new members of the Board of Governors at the annual meeting and the officers of the Association. It will consist of the current vice president and immediate past president of the association and two members of the board of governors selected by the current president. In selecting these two members, the president shall give consideration to balancing the Nominating Committee with attorneys representing primarily claimants and attorneys representing primarily defendants. No member shall serve on the Nominating Committee for more than three one-year consecutive terms. In nominating new members to the board of governors the nominating committee will consider geographical locations so as to insure representation on a state-wide basis and will attempt to balance the board of governors with attorneys representing primarily claimants and attorneys representing primarily defendants.