Virgin Islands Bar Association Bylaws
     
     I.
     
     NAME
     
     The name of this Association shall be "Virgin Islands Bar Association."
     
     II.
     
     PURPOSES
     
     The objects of this Association shall be to uphold and defend the Constitution of the United States and the United States Virgin Islands (The Revised Organic Act of the Virgin Islands as amended and maintain representative government; to promote and maintain a high standard in the practice of law and in the constitution and operation of the courts; to improve the system of justice and its administration; to enhance the professional competence and ethical conduct of members of the bench and bar; to improve the availability of competent legal services to all segments of the community; to provide leadership in improving and making uniform substantive and procedural law, to seek fulfillment of the obligations of the legal profession to the courts and the community; to advance public understanding of the law, the system of justice and the role of lawyers; to represent the bar with respect to issues of significance to lawyers; to promote good fellowship among the members of the Association; to advance the interest of the bar in the Virgin Islands in every way consistent with the public good; to provide social activities for member of the bar, to provide for the extension of courtesies to visiting dignitaries in cooperation with the Territorial Court and to do such other things as properly come within the scope of similar organizations.
     III.
     
     MEMBERSHIP AND DUES
     
     1. The Virgin Islands Bar shall consist of regularly admitted, specially admitted and pro hac vice admitted attorneys. Regularly admitted members may be active or inactive.
     
     2. Regularly admitted, active members, except as otherwise provided herein shall have the right to vote at all meeting of the Virgin Islands Bar and to hold office therein.
     
     3. Attorneys who are specially admitted pursuant to Rule 302 of the Rules of the Territorial Court shall not have the right to vote or hold office, but may attend all meetings and functions of the Virgin Islands Bar and shall be entitled to receive notice of all such meetings. They shall be eligible to serve on committees of the Virgin Islands Bar.
     
     
     4. Inactive members of the Virgin Islands Bar are those members who have qualified for inactive status pursuant to Terr. Ct. R. 306(b). Inactive members shall not have the right to vote or hold office but may attend and speak at all meetings and functions of the Virgin Islands Bar, shall be entitled to receive notice of all meetings and functions, and shall be eligible to serve on standing and select committees of the Bar. Any inactive member good standing may change his or her classification to achieve active status provided such member meets the qualifications for active status set forth in Terr. Ct. R. 306(a), and files with the Secretary of the Bar a written request for transfer to the class of active membership and pays the dues required of active members. Inactive members of the Bar shall pay reduced dues of 50% of the dues that are established for active members of the Bar.
     
     5. Any member of the Bar (including specially admitted and pro hac vice members) shall provide the Bar Association with a copy of the order admitting said member to the Bar. The Bar Association shall promptly assign a membership number to said member. If required by court rule, such membership number shall be included on a papers filed with the courts of the Virgin Islands.
     
     6. All members, including specially admitted members, have an affirmative duty to promptly notify the Executive Director of the Virgin Islands Bar whenever they change their physical residence, mailing address and/or office address, or no longer qualify for active status under Terr. Ct. R. 306.
     
     7. The Board of Governors shall submit to the Court for its approval and proposed change in the annual dues structure. Notice of a change in annual dues shall be made by publication to the membership.
     
     8. Annual dues for all classes of members, except honorary members, of the Virgin Islands Bar shall be payable on or before December 31 for the ensuing calendar year, after due notice. Any member of the Virgin Islands Bar who has not paid the applicable membership dues for any calendar year on or before February 1st of that calendar year shall be subject to an automatic administrative late charge, an amount to be approved by the Court. Any member of the Virgin Islands Bar who has not paid the applicable membership dues within on or before March 1st of any calendar year shall be subject to an additional automatic administrative late charge, an amount approved by the Court. All administrative late charges becoming due under this Section by virtue of the failure of a member to timely pay membership dues shall be considered additional membership dues payable by such member.
     
     9. Any member of the Bar who has not qualified for inactive status pursuant to Terr. Ct. R.306(b)(2) shall pay annual dues until such time as an order pursuant to Terr. Ct. R.306(b)(2) is entered or the member advises the Virgin Islands Bar Association in writing that s/he has resigned from the practice of law.
     
     
     10. Any member of the bar who has failed to pay dues March 1st shall be notified by certified mail. Said notice shall constitute "proper notice that dues are payable" as provided by Terr. Ct. Rule. 305(d). Any member who has not paid dues within ten (10) business days after notification shall be subject to a motion for suspension from the practice of law pursuant to Terr. Ct. R. 305(d).
     
     11. The Treasurer shall motion the Court for suspension of any member who has not paid dues by March 1st of the calendar year.
     
     12. The delinquent member shall be promptly notified by the Association of the Court's decision by certified mail.
     IV.
     
     BOARD OF GOVERNORS AND OFFICERS
     
     1. The Board of Governors of the Virgin Islands Bar shall consist of the President, President-Elect, Secretary, Treasurer, the immediate past President, and five (5) other At Large members. The officers, immediate past president and at large board members shall serve for a term of one (1) year. Each term shall commence January 1 of the ensuing calendar year. If the immediate past President is ineligible or unable to serve, an additional member shall be elected at the annual meeting for a one (1) year term in order to bring the membership to ten (10). No person elected to any position shall be eligible to serve more than two (2) consecutive terms in the same position. The Officers of the Bar shall consist of the President, President-Elect, Secretary and Treasurer.
     
     2. All members of the Board of Governors, including officers, At Large members and the ABA Delegate, shall serve for one (1) year. The President-Elect shall succeed to the office of President. Each term shall commence January 1 of the ensuing calendar year.
     
     3. At all meetings of the Virgin Islands Bar, the President, or in his/her absence, the President-Elect, Secretary or Treasurer, in that order, or in the absence of all of them, any member selected by the members present shall preside.
     
     4. Any officer or member of the Board of Governors may be removed at any annual, general or special meeting of the Virgin Islands Bar by a two-thirds (2/3) vote of the membership, provided that notice and copies of the proposed action shall have been given by the Secretary to the members, either by mail or publication in the Virgin Islands Bar. Journal, at least fifteen (15) days before the meeting at which time such action is proposed to be taken. Those absent can vote in writing by mail, provided such vote is received prior to the date of the meeting
     
     5. The Board of Governors shall meet at least once each quarter and shall also meet at the call of the President or any three members of the Board. Board members may be present either in person, by telephone conference or by other electronic means.
     
     6. Six (6) members shall form a quorum and the vote of the majority of those members present shall constitute a decision of the Board of Governors.
     
     7. It shall have such powers as are specifically conferred upon it by the By-Laws. It shall direct through the President the general management of the affairs of the Bar, and may make such regulations as it deems advisable, not inconsistent with these By-Laws. It shall. keep a record of its proceedings, and shall make a written report of its activities at each annual and general meeting through the President. At any meeting, it may report such business which, in its judgment, requires action of the Bar. It shall be the duty of the Board through the officers of the Bar to take such steps as may be necessary to carry out resolutions adopted by the Bar at any meeting. The Board of Governors shall, prior to April 1st in each year, adopt a budget providing for the expenditures by the Bar for the ensuing fiscal year for the presentation to the Bar; no expenditures not provided for in that budget and no appropriation not so provided for shall be made during such year without the approval of the Board of Governors. Each member of the Board of Governors shall be given at least three days notice of a meeting, either personally or by telephone, mail or fax.
     
     8. A vacancy in the Board of Governors, except for President, shall be filled by a simple majority of votes cast by the membership at a special election for the unexpired term.
     
     9. The Board of Governors shall have the power to refer and submit to the membership of the Association defined questions affecting the administration of justice or affecting the policy or recommendations of the Association. Any such referendum shall be taken under the supervision of the membership.
     
     10. The Board of Governors shall adopt and provide for programs concerning such matters as continuing legal education, professional ethics, malpractice insurance plans and other matters or subjects it deems in the best interests of the members and the public.
     
     11. The Board of Governors shall procure an annual audit of the accounts of the Association by a certified public accountant.
     
     V.
     
     ELECTIONS
     
     1. Elections for Officers to fill expired terms of the Board of Governors shall be held at the Annual Meeting.
     
     2. Terms and term limits for each member of the Board of Governors shall be as set forth in Section IV (1) and (2) of these By-Laws.
     
     3. The President, with the concurrence of the Board of Governors, not later than sixty (60) days prior to the Annual Meeting each year, shall appoint a Nominating Committee to consist of three members and which shall include the President-Elect, with the President to designate the Chairman of that Committee.
     
     4. Not later than sixty (60) days prior to the Annual Meeting, the Nominating Committee shall request nominations from the general membership. Not later than forty-five (45) days prior to the Annual Meeting, the Nominating Committee shall make and report to the Secretary nominations for those positions whose terms : shall expire at the end of the present calendar year. Not later than thirty (30) days prior to the Annual Meeting, the Secretary shall cause a list of such nominations to be delivered to all active members of the Bar eligible to vote. Other nominations for any position, except for the office of President, unless the office of President-Elect is vacant, may be made in writing, over the signatures of not less than ten (10) active members, by filing such nominations with the Secretary not later than October 3lst of said year. Election shall be by secret ballot, and shall be carried by a simple majority of the members present. At the Annual Meeting, the President shall appoint two active members present at the meeting to serve as Election Judges and who shall be responsible for the tally of the votes. The offices to be filled shall be those of President-elect, Secretary and Treasurer. No members shall be eligible for nomination to any office unless s/he is current in his/her dues. The Nominating Committee may not nominate any of its members for any position on the ballot
     
     5. If the number of candidates nominated for a particular position does not exceed the number to be elected to that position, the candidate or candidates are elected.
     
     6. A candidate may withdraw from candidacy from the position for which the Nominating Committee or a nominating petition has been filed by notifying the executive director of such withdrawal in writing prior to the tally of the votes. In the event the withdrawal follows the tally, it shall be treated as a declination. All votes cast for a withdrawn candidate shall be null and void.
     
     7. If no candidate is nominated for a position to be filled or if there is no candidate by reason of death declination or other cause, the unexpired term of the vacancy shall be filled by a simple majority of votes cast at a special meeting.
     
     VI.
     
     PRESIDENT
     
     1. The President shall exercise the powers and perform the duties assigned in these By-Laws and by the Board of Governors and be the chief executive officer of the Virgin Islands Bar, and as such, subject to these By-Laws, shall generally supervise the management of its affairs and at the annual meeting, make a statement relative to its condition, activities and progress. The President, or in the President's absence, the President-Elect or otherwise as herein provided, shall preside at all meetings of the Board of Governors and the Bar Association and shall be an ex officio member of all Committees.
     
     2. The President shall be responsible for communicating the policies and directives of the Board to the Executive Director and Committee Chairpersons.
     
     3. The President shall submit to the Presiding Judge of the Territorial Court a semi-annual report on the activities of all standing and ad hoc committees of the Bar.
     
     VII.
     
     PRESIDENT-ELECT
     
     1. The President-Elect shall succeed each year to the office of President without further action by the membership, shall be privy to all the negotiations of the President and shall perform such further duties as may from time to time be assigned by the President or by the Board of Governors.
     
     2. The President-Elect shall discharge the duties of the President upon the death, disability, or absence of the President.
     
     VIII.
     
     SECRETARY
     
     1. The Secretary shall keep a record of the proceedings of all meetings of the Virgin, Islands Bar and of its Board of Governors, and of all other matters of which a record shall be ordered by the Bar.
     
     2. The Secretary shall notify, the officers and all members of the Committees of their election or appointment, shall issue notice of a meetings, and, in the case of special meetings, shall add a brief note on the object of the call.
     
     3. The Secretary shall keep at all times a complete roll of the members, and shall furnish to the Treasurer the names and addresses of all members.
     
     4. The Secretary shall certify to the American Bar Association House of Delegates the name and address of the Virgin Islands Bar ABA Delegate.
     
     5. The Secretary shall be the keeper of the seal of the Virgin Islands Bar.
     
     6. The Secretary shall perform such other duties as may from time to time be assigned to the Secretary by the President or by the Board of Governors.
     
     7. The Secretary shall also make the minutes of the (annual meeting) available to all members.
     
     IX.
     
      TREASURER
     
     1. The Treasurer shall keep at all times a complete roll of the members. Under the directions of the President he/she shall collect and disburse all funds of the Virgin Islands Bar and keep regular accounts in books belonging to the Bar which shall be open to the inspection of any member of the Board of Governors.
     
     2. At each annual or general meeting of the Bar, and of the Board of Governors, she Treasurer shall report, in writing, the balance of money on hand, and any existing appropriation which may affect the same.
     
     3. At the annual meeting, the Treasurer shall make a full and complete report of the financial transactions of the Bar for the past year of all its outstanding obligations and the amounts due the Bar; such report shall contain a balance sheet on an accrual basis containing all items both of principal and income.
     
     4. The Treasurer shall cause to be prepared a certificate of current annual membership to be delivered to each member upon payment of their dues.
     
     X.
     
     EXECUTIVE DIRECTOR
     
     The Executive Director shall be appointed by the Board of Governors on terms the Board shall establish and shall serve at its pleasure with such compensation as set from time to time by the Board. The Executive Director shall be in charge of the Association headquarters, shall be responsible for hiring and termination of staff members, and shall perform other duties as the Board may direct.
     
      XI.
     
      AMERICAN BAR ASSOCIATION DELEGATE
     
     1. The ABA Delegate shall attend the meetings of the American Bar Association House of Delegates on behalf of the Virgin Islands Bar.
     
     2. The ABA Delegate shall coordinate programs and activities of the American Bar Association with those of the Virgin Islands Bar.
     
     3. The ABA Delegate shall annually report, in writing, to the members of the Virgin Islands Bar as to action taken by the American Bar Association House of Delegates.
     
     4. The ABA Delegate shall perform such other duties and responsibilities as may from time to time be assigned to him by the President.
     
     5. The ABA Delegate shall serve for a term of one year.
     
      XII.
     
      COMMITTEES
     
     1. The President shall appoint the standing committees as hereinafter provided, and such special committees as s/he may deem necessary. The members of the standing and special committees shall serve for the term of the President appointing such members and continue until replaced by their successors except that the Board of Governors, in its discretion, may provide that members of the committees shall serve for staggered terms. The President, in their discretion, may enlarge the membership of any committee.
     
     2. Committees shall meet at such times and places as may be designated by the Chairman thereof. The President shall nevertheless have the power to convene a meeting of any standing or special committee on not less than three (3) days notice.
     
     3. Upon the termination of its duties or term of office, each committee through its Chairman, shall deliver to the Secretary of the Bar for transmittal to the Chairman of the successor committee, all files, information and data during its term of office, together with a copy of its report to the Bar.
     
     4. A majority of members of any committees shall constitute a quorum for the transaction of business and the vote of the majority of said members constitute a decision of such committee.
     
     5. At each annual meeting each committee shall submit a written report of its proceedings since the preceding annual meeting. Additional reports may be submitted from time to time if deemed necessary by the committee or when requested by the President.
     
     6. Each committee, in its annual report or as occasion may require, shall make appropriate recommendations to the Board of Governors or to the Bar.
     
     7. The President shall designate one of the members of each committee to be Chairman thereof.
     
     8. The standing committees shall be as follows and shall perform the following functions:
     
     A) LEGAL EDUCATION AND ADMISSION TO BAR
     
     This Committee shall consist of not less than five (5) members.
     
     (1) It shall be the duty of this committee to keep under continuing study the status of legal education and admission to the Virgin Islands Bar, to assist and cooperate with the Committee on Bar Examinations appointed by the Presiding Judge of the Territorial Court and with any continuing legal education commission that may be established pursuant to the Rules of the Territorial Court, to aid through appropriate channels in the raising of standards for general and legal study, to evaluate the trends and reforms in other jurisdictions, and to propose such changes as in its opinion will improve the standing of the Virgin Islands Bar and enhance the performance of the legal profession.
     
     (2) It shall consider and report to the Board of Governors or the Bar on all matters relating to legal education and admission to the Bar. It shall examine proposals for changes in the rules of admission; changes in the bar examinations; enactment or amendment of rules or legislation affecting legal education or admission to the Bar with authority to promote or oppose the same on behalf of the Bar, when in the judgment of the Board of Governors, such action is advisable.
     
     (B) UNAUTHORIZED PRACTICE OF LAW
     
     This Committee shall consist of not less than five (5) members.
     
     (1) Attorneys have an obligation to protect the public against the potential harm that can, has and will come from instances where the public will receive advice from individuals who lack the training and accountability required of licensed attorneys. To this end, it shall be the duty of this committee to keep under continuing study the subjects of the unauthorized practice of law, to study the prohibitions that exist in the Virgin Islands as compared to other jurisdictions; to prevent the unauthorized practice of law in the Virgin Islands; to make investigations of the unauthorized practice. With the approval of the Board of Governors, this committee will take steps to prevent or to stop the unauthorized practice of law, including the initiation of legal proceedings with a court of competent jurisdiction or with any appropriate government agency.
     
     (2) The committee shall make a report to the Board of Governors within forty-five (45) days after a complaint has been received.
     
     (C) PROFESSIONAL ETHICS AND GREIVANCE COMMITTEE
     
     (1) This committee shall consist of not less than five (5) members. To be eligible for appointment to this committee an attorney must: (1) be a member in good standing of the Virgin Islands Bar and shall have been engaged in the practice of law for not less than five years immediately prior to their appointment, of which not less than three (3) shall have been in the Virgin Islands; (2) not be the subject of any pending disciplinary action and (3) not have been suspended or disbarred in any jurisdiction. To be eligible for re-appointment to the Committee, requirement (2) above shall not apply unless probable cause has been found that the attorney has committee a violation meriting suspension or disbarment.
     
     (2) At the discretion of the President, co-chairpersons of this committee may be appointed to chair separate sub-committees for the Judicial District of St. Croix and for the Judicial District of St. Thomas and St. John. In the event such co-chairpersons and sub-committees are designated, each sub-committee shall consist of not less than five (5) members.
     
     (3) In the event that the President designates co-chairpersons and sub-committees for the Judicial District of St. Croix and for the Judicial District of St. Thomas and St. John, said sub-committee shall have jurisdiction over complaints arising out of legal services on their respective districts; provided that, notwithstanding the foregoing, the President may refer a complaint to either subcommittee and either subcommittee may refer a complaint to the other subcommittee.
     
     (4) The Ethics Committee shall develop uniform internal operating procedures which shall conform with the American Bar Association Model Rules of Lawyer Disciplinary Enforcement, to the extent practicable. Such internal operating procedures and or rules may include the designation of panels of three or more subcommittee members for the handling of specific complaints as assigned by the co-chairpersons, provided that any decisions of such panels shall be reached by a majority vote of the panel members and shall be effective upon the signing of such decision(s) by the co-chairpersons and approved of Territorial Court. The co-chairpersons may not refuse to endorse a decision reached by a duly designated panel.
     
     (5) The Model Rules of Professional Conduct as adopted by the American Bar Association, as amended from time to time shall be the code of ethics for the Virgin Islands Bar.
     
     This committee and subcommittee shall further:
     
     (1) Formulate and recommend standards and methods for the effective enforcement of high standards of ethics and conduct in the practice of law as a profession and make recommendations for amendments to or clarifications of the code of ethics when they appear to be advisable.
     
     (2) Upon request advise or assist the Bar with respect to the professional conduct of lawyers and the ethics of the profession make such investigations of professional misconduct and abuses in connection of law as may be directed by the Board of Governors; furnish information and make recommendations of foregoing subjects to the Board of Governors.
     
     (3) The Professional Ethics and Grievance Committee or its sub-committees shall have the power to investigate all charges of professional misconduct that my be brought to their attention in writing, or initiate such investigation on their own motion. When sufficient funds are available for the purpose, the Board of Governors shall have the authority to appropriate necessary funds for such investigation. This committee or sub-committee or panel thereof shall have the power to summons and examine witnesses, to order the production of books records or other documentary evidence, and to administer oaths. Any refusal to comply may be reported to the Presiding Judge of the Territorial Court for summary action thereon. Where the Grievance Committee or sub-committee or panel thereon finds the facts do not warrant disciplinary action, the matter shall be closed and the accused attorney so notified.
     
     (4) Where the committee, sub-committee panel thereof finds the facts to warrant disciplinary action, it shall file a complaint in the Territorial Court. The complaint shall set forth the specific facts constituting the alleged misconduct, and a copy thereof shall be served upon the accused attorney. The committee or sub committee chairperson shall appoint an active member or members of the Bar to present the evidence of the charges to the court. The caption of all such complaint for disciplinary action shall be the VIRGIN ISLANDS BAR ASSOCIATION, Complainant, v. (the accused attorney), Respondent.
     
     (D) JUDICIARY COMMITTEE
     
     This committee shall consist of not less than five (5) members.
     
      (1) It shall be the duty of the committee to conduct an investigation of applicants for judicial appointments and to advise the V.I. Legislature, the Governor and/or any appointive power that, in its opinion, the applicant for judicial appointment is "highly qualified," "qualified," "not qualified," or that the Committee has insufficient information to form an opinion as to an applicant's qualifications. The Committee may advise the public of the names of those persons recommended for appointment. The Committee may solicit members of the Bar to make application for appointment to fill vacancies in the Territorial and District Courts and shall strive to persuade highly qualified persons to make application for appointment to fill a vacancy in the Courts.
     
     (E) BAR JOURNAL
     
     This committee shall consist of not less than five (5) members.
     
     (1) The committee shall supervise the publication of the Virgin Islands Bar Journal, which shall be published whenever there are sufficient contributions by the membership.
     
     (2) The committee shall also supervise the publication of the Virgin Islands Bar Law Review, which may be published on a annual basis during an ensuing year.
     
     (3) Each year the committee shall submit its proposed budget to the Board of Governors for approval.
     
     
     (F) SCHOLARSHIP COMMITTEE
     
     This committee shall consist of not less than five (5) members.
     
     (1) It shall be the duty of this committee to undertake fund raising activities for the purpose of maintaining and enhancing the solvency of a scholarship fund. It shall also be the function of this committee to establish the guidelines by which scholarships shall be granted and to plan, solicit, screen and otherwise grant scholarships to law students at law schools approved by the American Bar Association, who are permanent residents of the United States Virgin Islands and who plan to engage in the practice of law therein.
     
     
     
     (2) The scholarship committee shall grant scholarships, subject to the availability of funds therefor, on behalf of the Virgin Islands Bar Association, in the name of Almeric L. Christian and in the names of such other persons which the Virgin Islands Bar Association may designate in the future.
     
     (G) YOUNG LAWYERS COMMITTEE
     
     This committee shall consist of not less than five (5) members.
     
     (1) The name of this Committee shall be the Young Lawyers Committee of the Virgin Islands Bar Association. The objective of the Committee, as the territorial organization of young lawyers, is to provide leadership in serving the public and the profession and to promote excellence and fulfillment in the practice of law. To accomplish its objective, the Committee shall further the objectives of the VI Bar Association, stimulate the interest of young lawyers in the activities of the Association, conduct programs of interest and value to young lawyers and those recently admitted to practice, be of assistance to the Association and its other committee, coordinate its activities with the Young Lawyers Division of the ABA and assist in the establishment and improvement of similar national, territorial, and local young lawyer organizations, and promote the involvement of young lawyers in public service activities.
     
     (2) All members of the VI Bar Association in good standing thirty-six years of age and under or those members who have been admitted to their first Bar less than three years shall be members of the Committee. Membership on the committee shall terminate automatically at the adjournment of the annual meeting of the Association following a member's thirty-sixth birthday or the third anniversary of a member's admission to their first Bar, whichever shall occur last; or, prior to that time, upon such person's ceasing to be a member of the Association.
     
     The immediate past Chair of the Committee, if their no longer qualifies as a member under 2(a) above, shall an be ex-officio member of the Committee during the term of their position solely for the purpose of completing the term, provided he/she is a member of the Association in good standing.
     
     (H) LEGISLATION AND LAW REFORM COMMITTEE
     
     This committee shall consist of not less than five (5) members.
     
     (1) It shall be the duty of this committee to advocate, by proper and ethical means, the adoption or repeal of such legislation as may be recommended by the Board of Governors and the Bar.
     
     (2) It shall be the object of this committee to improve the administration of justice, and in attaining this object it shall be the duty of the committee to keep under continuing study the laws being enacted, the organization and administration of courts, the system of practice and procedure in use, with due emphasis upon the correction of deficiencies and to study and evaluate the trends and reforms in practice and procedure in other jurisdictions, in substantive law or procedure. This objective shall include all Federal and Territorial legislation, as well as administrative rules or regulation of Federal or Territorial departments, agencies of offices.
     
     XIII.
     
     MEETINGS
     
     1. There shall be at least four (4) general meetings each year, the fourth of which shall be the Annual Meeting of the Virgin Islands Bar and which shall be held in December during the ensuing year or on such other day in January or February as may be fixed by the Board of Governors alternately in St. Thomas and St. Croix at the hour and place fixed by the President. Only the business set on the meeting agenda published prior to the meeting may be transacted at any general meeting, and a meeting may be adjourned to a later day certain by vote of a majority of the active members present. The President shall make a written report at the Annual Meeting of the activities of the Virgin Islands Bar during the preceding year and make recommendations for improvement of the Bar.
     
     2. General meetings shall be held alternately in St. Thomas and St. Croix at least once each quarter.
     
     3. Notice of each Annual Meeting, general meetings and special meetings shall be in writing, published in a general circulation newspaper or periodical as may be designated from time to time by the Board of Governors or transmitted to each individual active member of the Bar. Notice of the Annual Meeting and general meetings shall be made thirty (30) days in advance. Notice of special meetings shall be made upon reasonable notice, no less than three (3) days in advance.
     
     4. At each annual meeting, of the Virgin Islands Bar, the order of business shall be as follows:
     (a) Action on minutes of preceding meetings;.
     (b) Report of the President;.
     (c) Report of the Treasurer;.
     (d) Report of the ABA Delegate;.
     (e) Reports of all Standing Committees;.
     (f) Reports of Special Committees;.
     (g) Elections -President Elect;.
     (h) Special Orders;.
     (i) New Business;.
     
     5. This order may be changed by vote of a majority of the members present.
     
     6. The Robert's Rules of Order shall govern all meetings, except in cases otherwise provided for by the Bylaws, or by rules of order or resolutions adopted by the Bar.
     
     7. The special committees, and such standing committees as are noticed by the President, shall make their reports at the general meeting.
     
     8. Special meetings of the Virgin Islands Bar may be called by the President or shall be called by their upon the written request of two other members of the Board of Governors or six active members of the Virgin Islands Bar. The notice of a special meeting shall state the nature of the business to be transacted.
     
     9. Ten percent (10%) of active voting members shall constitute a quorum to transact business at any meeting of the Virgin Islands Bar and the vote of the majority of said members present, either in person or where permitted by absentee ballot, shall constitute a decision of the Bar.
     
     10. No member may vote by proxy at a meeting of the Virgin Islands Bar Association. Voting by absentee ballot, pursuant to rules, shall be permitted where the polling of the entire membership is either required or desired, as in the case of the Bylaw revisions.
     
     11. Meetings shall be held within the Territory of the Virgin Islands.
     
     XIV.
     
     OBJECTIONS TO USE OF DUES
     
     Section 1. Use of Dues. The purposes of the Virgin Islands Bar Association are set out in Article 11 of these Bylaws. Neither the Virgin Islands Bar Association nor any of its committees may engage in political or ideological activities involving the expenditure of compulsory membership dues unless it is determined by the Board of Governors that the activity is related to the purposes of the Virgin Islands Bar Association as set forth in Article II.
     
     Section 2. Publication of Expenditures and Activities. The Board of Governors shall publish to the members at least annually a detailed statement of its revenues and expenditures by category, and specifically setting out the total amounts of any expenditures for legislative, political or ideological purposes. In addition, the Board shall publish to the members at least annually notice of the adoption of legislative positions, either in support or opposition.
     
     
     Section 3. Objections. Any regularly active member of the Virgin Islands Bar Association may, within forty-five (45) days of the date of publication of notice of expenditures or legislative positions (as the case may be), file with the Executive Director a written objection to a particular position or political or ideological expenditure, or the failure of the Bar to properly classify a particular expenditure as political or ideological. Failure to object within this time period shall constitute a waiver of any right to object to the particular issue or expenditure.
     
     After a written objection has been received, the Executive Director shall promptly determine the pro rata amount of the objecting member's dues at issue and such amount shall be placed in an escrow pending determination of the merits of the objection.
     
     Upon the deadline for receipt of written objections, the Board of Governors shall have forty-five (45) days in which to decide whether to give a pro rata refund to the objection members or to refer the action to arbitration.
     
     Section 4. Composition of Arbitration Panel. Objections to legislative positions or political or ideological expenditures of the Virgin Islands Bar Association may be referred by the Board of Governors to an arbitration panel which shall be comprised of three (3) members of the Virgin Islands Bar Association, to be constituted as soon as practicable following the decision by the Board that a matter shall be referred to, arbitration. The objecting member(s) shall be allowed to choose one member of the arbitration panel, the Board of Governors shall appoint the second panel member, and those two (2) members shall choose a third member of the panel who shall serve as chairperson.
     
     Section 5. Procedures for Arbitration Panel. Upon a decision by the Board of Governors that the matter shall be referred to arbitration, the Board of Governors shall promptly prepare a written response to the objection and serve a copy on the objecting member. Such response and objection shall be forwarded to the arbitration panel as soon as the panel is properly constituted. The arbitration panel shall thereafter confer and decide whether the legislative matters or expenditures at issue are constitutionally appropriate for funding from mandatory Virgin Islands Bar Association dues.
     
     The scope of the arbitration review shall be to determine solely whether the legislative matter or expenditure at issue was within those acceptable activities for which compulsory dues may be used under applicable constitutional law.
     
     The proceedings of arbitration shall be informal in nature and shall not be bound by the rules of evidence. The decision of the arbitrator(s) shall be binding as to the objecting member(s) and the Virgin Islands Bar Association. If the arbitrator(s) conclude that the legislative matter or expenditure at issue is appropriately funded from mandatory dues, there shall be no refund and the Virgin Islands Bar Association shall be free to expend the objecting member's pro rata amount of dues held in escrow. If the arbitrator(s) determine that the legislative matter or expenditure at issue is inappropriately funded from mandatory dues, the arbitrator(s) shall order a refund of the pro rata amount of dues to the objecting member(s).
     
     The arbitrator(s) shall thereafter render a final written report to the objecting member(s) and the Board of Governors within forty-five (45) days of the selection of the arbitrator.
     
     In the event the arbitrator(s) order(s) a refund, the Virgin Islands Bar Association shall provide such refund within thirty (30) days of the date of the arbitration report, together with interest calculated at the judgment rate provided by law from the date on which the objecting member(s) filed the objection.
     
     XV.
     
     INDEMNIFICATION
     
     Indemnification. The Association shall indemnify each present and future Governor, Delegate, Officer, Employee, or Agent of the Association, against any liability asserted against their in any such capacity or arising out their status as such, to the full extent allowed by the laws of the Territory of the Virgin Islands, both as now in effect and as hereafter adopted.
     
     Indemnification. All members of standing and special committees shall be considered "Agents" of the V.I. Bar Association for purposes of this Article.
     
     Insurance. The Board of Governors shall have power to purchase and maintain liability insurance on behalf of any person who is or was a Governor, Delegate, Officer, Employee or Agent of the Association, against any liability asserted against their in any such capacity or arising out of their status as such, whether or not the Association would have the power to indemnify their against such liability under applicable law.
     
     XVI.
     
     ADOPTION AND AMENDMENT OF BY-LAWS
     
     These By-laws may be adopted, amended or rescinded at any annual or special meeting of the Virgin Islands Bar by a majority vote of the membership; provided that notice and copies of the proposed action shall have been given by the Secretary to the members, either by mail or publication in the Virgin Islands Bar Journal, at least fifteen (15) days before the meeting, at which time such action is proposed to be taken. Any proposed changes to the By-Laws shall then be submitted to the Court for its approval.